Exhibit 10.1


 


Execution Version


 


 


U.S.
$500,000,000


 


Senior
Secured Superpriority Debtor-in-Possession Credit Agreement


 


Dated
as of


September 25, 2020


 


Among


 


Valaris
plc,


as Lead Borrower,


 


Each
Other Subsidiary


From
Time to Time Parties Hereto,


as a Borrower


 


The
Several Lenders


from
Time to Time Parties Hereto,


as DIP Lenders,


 


Wilmington
Savings Fund Society, FSB


as DIP Agent


 


 






     


     


    

 


 


TABLE
OF CONTENTS


 


	 	 	 	Page
	 	 	 	 
	Article I
    DEFINITIONS AND ACCOUNTING TERMS	1
	Section 1.01	 	Certain Defined Terms	1
	Section 1.02	 	Computation of Time Periods	37
	Section 1.03	 	Accounting Terms	37
	Section 1.04	 	Miscellaneous	38
	Section 1.05	 	Divisions	38
	Section 1.06	 	DIP Agent; Required DIP Lenders	38
	Section 1.07	 	Jersey Terms	38
	 	 	 	 
	Article II
    AMOUNT AND TERMS OF THE DIP LOANS	39
	Section 2.01	 	The DIP Loans	39
	Section 2.02	 	Making the DIP Loans	39
	Section 2.03	 	Fees	40
	Section 2.04	 	Repayment	40
	Section 2.05	 	Interest	40
	Section 2.06	 	Prepayments	41
	Section 2.07	 	Increased Costs; Capital Adequacy, Etc.	44
	Section 2.08	 	Payments and Computations	47
	Section 2.09	 	Taxes	48
	Section 2.10	 	Sharing of Payments, Etc	52
	Section 2.11	 	Ratable Reduction or Termination of the Commitments; Effect of Termination	52
	Section 2.12	 	Replacement of DIP Lender; Additional Right to Terminate Commitments	52
	Section 2.13	 	Certificates of DIP Lenders	54
	Section 2.14	 	Defaulting Lenders	54
	Section 2.15	 	Additional Borrowers; Relationship Among Borrowers; Joint and Several Liability	55
	Section 2.16	 	No use of proceeds in Switzerland	57
	Section 2.17	 	Minimum Interest Rate (Switzerland)	57
	 	 	 	 
	Article III
    CONDITIONS	57
	Section 3.01	 	Conditions Precedent to Effectiveness	57
	Section 3.02	 	Conditions Precedent to All DIP Loans	61
	Section 3.03	 	Determinations Under Section 3.02	62
	 	 	 	 
	Article IV
    REPRESENTATIONS AND WARRANTIES	62
	Section 4.01	 	Organization; Powers; Consents and Approvals	62
	Section 4.02	 	Authorization; No Approvals; No Conflicts	62
	Section 4.03	 	Due Execution and Delivery; Enforceability	63
	Section 4.04	 	Financial Statements; No Material Adverse Change	63
	Section 4.05	 	Litigation	63
	Section 4.06	 	ERISA	63



 






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	Section 4.07	 	Sanctions; Anti-Terrorism Laws; Anti-Money Laundering Laws; Anti-Corruption Laws	64
	Section 4.08	 	Taxes	65
	Section 4.09	 	Investment Company Act	65
	Section 4.10	 	Margin Regulations	65
	Section 4.11	 	No Event of Default	66
	Section 4.12	 	Compliance with Laws; Environmental Laws	66
	Section 4.13	 	Insurance; Title to Properties	66
	Section 4.14	 	Accuracy of Information	66
	Section 4.15	 	Owned Rigs	66
	Section 4.16	 	Pari Passu Obligations	67
	Section 4.17	 	Beneficial Ownership Certificate	67
	Section 4.18	 	Prepetition Permitted Liens	67
	Section 4.19	 	Rowan Rex	67
	Section 4.20	 	Ownership of Subsidiaries	67
	 	 	 	 
	Article V
    AFFIRMATIVE COVENANTS	67
	Section 5.01	 	Reporting Requirements	67
	Section 5.02	 	Compliance with Laws, Payment of Taxes, Material Obligations	72
	Section 5.03	 	Use of Proceeds	72
	Section 5.04	 	Maintenance of Insurance	73
	Section 5.05	 	Preservation of Corporate Existence, Etc	74
	Section 5.06	 	Visitation Rights	74
	Section 5.07	 	Maintenance of Properties Etc	74
	Section 5.08	 	Operation of Business	75
	Section 5.09	 	Books and Records	75
	Section 5.10	 	Addition of Guarantors; Material Subsidiaries	75
	Section 5.11	 	Further Assurances	77
	Section 5.12	 	Post-Closing Covenants	77
	Section 5.13	 	KYC and Beneficial Ownership Regulation	77
	Section 5.14	 	Cash Management	77
	Section 5.15	 	Anti-Corruption Laws; Anti-Money Laundering Laws	77
	Section 5.16	 	Rowan Rex	78
	Section 5.17	 	Public Filings	78
	Section 5.18	 	Bankruptcy-Related Matters	78
	Section 5.19	 	Waiver of Jersey Law Customary Rights	79
	 	 	 	 
	Article VI
    NEGATIVE COVENANTS	79
	Section 6.01	 	Financial Covenant	79
	Section 6.02	 	Liens	80
	Section 6.03	 	Debt	80
	Section 6.04	 	Mergers; Acquisitions	80
	Section 6.05	 	Asset Sales	81
	Section 6.06	 	Affiliate Transactions	82
	Section 6.07	 	Business	83
	Section 6.08	 	Use of Proceeds; Margin Regulations	83
	Section 6.09	 	Restrictions on Payment of Dividends, Negative Pledges, Etc	83



 






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	Section 6.10	 	Restricted Payments; Debt Redemptions	85
	Section 6.11	 	Investments	85
	Section 6.12	 	Amendments to Certain Documents	85
	Section 6.13	 	Changes to Fiscal Year	85
	Section 6.14	 	Certain Bankruptcy Matters	85
	Section 6.15	 	Restrictions Regarding Rowan Rex and ARO	86
	Section 6.16	 	Commercial and Technical Management	86
	Section 6.17	 	Negative Pledge	86
	Section 6.18	 	Accounts of Excluded Guarantors in Excluded Jurisdictions	86
	 	 	 	 
	Article VII
    EVENTS OF DEFAULT	87
	Section 7.01	 	Events of Default	87
	Section 7.02	 	Remedies	91
	Section 7.03	 	Application of Funds	91
	 	 	 	 
	Article VIII
    THE DIP AGENT AND THE DIP LENDERS	92
	Section 8.01	 	Appointment and Authority	92
	Section 8.02	 	Agent Individually	94
	Section 8.03	 	Duties of Agents; Exculpatory Provisions	94
	Section 8.04	 	Reliance by Agents	95
	Section 8.05	 	Delegation of Duties	96
	Section 8.06	 	Non-Reliance on Agents and DIP Lenders	96
	Section 8.07	 	Indemnification	97
	Section 8.08	 	Resignation by the Agents; Removal of Agents	98
	Section 8.09	 	DIP Lender’s Reliance, Etc	99
	Section 8.10	 	Cure of Defaulting Lender	99
	Section 8.11	 	DIP Agent	100
	Section 8.12	 	Collateral Release Matters	100
	Section 8.13	 	Agents May File Proofs of Claim	100
	Section 8.14	 	Swiss Collateral Documents	101
	 	 	 	 
	Article IX
    MISCELLANEOUS	102
	Section 9.01	 	Amendments, Etc.	102
	Section 9.02	 	Notices, Etc.	105
	Section 9.03	 	No Waiver; Remedies	106
	Section 9.04	 	Costs, Expenses and Indemnity	107
	Section 9.05	 	Right of Set-Off	108
	Section 9.06	 	Assignments and Participations	108
	Section 9.07	 	Governing Law; Entire Agreement	112
	Section 9.08	 	Interest	113
	Section 9.09	 	Confidentiality	113
	Section 9.10	 	Treatment of Information	114
	Section 9.11	 	USA Patriot Act Notice	116
	Section 9.12	 	Judgment Currency	116
	Section 9.13	 	Consent to Jurisdiction	116
	Section 9.14	 	Appointment of Process Agent	117
	Section 9.15	 	Waiver of Jury Trial	117



 






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	Section 9.16	 	Waiver of Immunity	118
	Section 9.17	 	Waiver of Consequential Damages	118
	Section 9.18	 	Posting of Approved Electronic Communications	118
	Section 9.19	 	Execution in Counterparts	119
	Section 9.20	 	Domicile of Loans	119
	Section 9.21	 	Acknowledgement and Consent to Bail-In of EEA
    Financial Institutions	119
	Section 9.22	 	Priority and Liens	119
	Section 9.23	 	Certain Bankruptcy Matters	120
	Section 9.24	 	Acknowledgement Regarding Any Supported QFCs	120


 


	Schedule A	 	Commitment Schedule
	Schedule B	 	Excluded Jurisdictions
	Schedule C	 	Material Contracts
	Schedule D	 	Mortgages
	Schedule E	 	Collateral Principles
	Schedule 3.01(a)	 	Subsidiaries
	Schedule 3.01(k)	 	Material Litigation
	Schedule 4.15	 	Effective Date Rigs
	Schedule 4.20	 	Ownership of Subsidiaries
	Schedule 5.12	 	Post-Closing Covenants
	Schedule 6.02	 	Existing Liens
	Schedule 6.03	 	Existing Debt
	Schedule 6.05(a)	 	Dispositions of Specified Rigs
	Schedule 6.09(f)	 	Existing Restrictive Agreements


 


	Exhibit A	–	Notice of Borrowing
	Exhibit B	–	Form of Note
	Exhibit C	–	Compliance Certificate
	Exhibit D	–	Form of Budget Variance Certificate
	Exhibit E	–	Form of Assignment and Acceptance
	Exhibit F	–	Form of Proceeds Certificate
	Exhibit G	–	Form of Borrower Counterpart
	Exhibit H	 	Form of U.S. Guaranty



 






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THIS
SENIOR SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of September 25, 2020, is among VALARIS
PLC, an English public limited company (“Valaris”) and a debtor and debtor-in-possession under chapter 11 of
the Bankruptcy Code (as defined below), any Subsidiary (as defined below) of Valaris that becomes a borrower hereunder in accordance
with Section 2.15 (each such Subsidiary party hereto and each such Subsidiary that subsequently executes a Borrower
Counterpart (as defined herein) as permitted under the terms of this Agreement, together with Valaris, collectively referred to
herein as the “Borrowers” and each a “Borrower”), WILMINGTON SAVINGS FUND SOCIETY, FSB, as
DIP Agent and the DIP Lenders (each as defined herein) party hereto from time to time.


 


WHEREAS,
on August 19, 2020 (the “Petition Date”), Valaris and certain of its Subsidiaries (as defined below) listed
in Schedule 3.01(a) (collectively, the “Debtors”) each commenced a voluntary case (each a “Chapter
11 Case”, and collectively, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the
Southern District of Texas (“USBCSDTX”) under Chapter 11 of Title 11 of the Bankruptcy Code, and the Chapter
11 Cases are being jointly administered in the Bankruptcy Court (as defined below);


 


WHEREAS,
the Borrowers have requested that the DIP Lenders provide the Borrowers with a debtor-in-possession, superpriority, senior secured
credit facility in an aggregate principal amount of $500,000,000 in Commitments and DIP Loans from the DIP Lenders (including the
extensions of credit made hereunder, the “DIP Facility”);


 


WHEREAS,
the DIP Facility shall be afforded the liens and priority set forth in the DIP Order and as set forth in the other Loan Documents
and shall be used during the Chapter 11 Cases for the purposes set forth in Section 5.03, subject in all respects to
the terms set out herein and in the other Loan Documents; and


 


WHEREAS,
the DIP Lenders are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein,
including (without limitation) entry of the DIP Order.


 


NOW
THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Article I


DEFINITIONS AND ACCOUNTING TERMS


 


Section 1.01           Certain
Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and the plural forms of the terms defined):


 


“Action”
has the meaning specified in Section 9.04(b).


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Person. A Person shall be deemed to “control” another Person if the controlling
Person possesses, directly or indirectly, the power to direct or cause the direction of the management or policies of the controlled
Person, whether through ownership of capital stock, securities, partnership interests or other ownership interests, by contract
or otherwise.


 






    


     


    

 


“Agent’s
Group” has the meaning specified in Section 8.02(a).


 


“Agreement”
means this Senior Secured Superpriority Debtor-in-Possession Credit Agreement.


 


“Applicable
Law” means all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, licenses,
approvals, interpretations and orders of courts or Governmental Authorities and all orders and decrees of all courts and arbitrators.


 


“Approved
Budget” has the meaning specified in Section 5.01(l).


 


“Approved
Budget Update” has the meaning specified in Section 5.01(l).


 


“Approved
Classification” means, in respect of an Owned Rig, as at the Effective Date or the date upon which a Rig becomes an Owned
Rig, the classification of that Rig indicated on the Effective Date, or if such Rig becomes an Owned Rig after the Effective Date
on such date that the Rig becomes an Owned Rig, with the Approved Classification Society, free from any material overdue recommendations
and adverse notations affecting such classification, or the equivalent classification with another Approved Classification Society
or otherwise approved by the Required DIP Lenders; provided, however, for any Owned Rig which is in laid-up status
with its Approved Classification Society, the requirement to comply with an Approved Classification shall not apply until such
time as such Owned Rig changes to an operational status with its Approved Classification Society.


 


“Approved
Classification Society” means, in respect of an Owned Rig, the American Bureau of Shipping, DNV GL AS or any other generally
recognized first class classification society that is a member of IACS that the Administrative Agent may (acting with the authorization
of the Required DIP Lenders) approve in writing from time to time, such approval not to be unreasonably withheld.


 


“Approved
Electronic Communications” means each Communication that any Credit Party is obligated to, or otherwise chooses to, provide
to the DIP Agent or any DIP Lender pursuant to any Loan Document or the transactions contemplated therein, including any financial
statement, financial and other report, notice, request, certificate and other information material; provided, however,
that, solely with respect to delivery of any such Communication by any Credit Party to the DIP Agent and without limiting or otherwise
affecting either the DIP Agent’s right to effect delivery of such Communication by posting such Communication to the Approved
Electronic Platform or the protections afforded hereby to the DIP Agent in connection with any such posting, “Approved Electronic
Communication” shall exclude (a) any notice of borrowing or and any other notice, demand, communication, information,
document and other material relating to a request for a new Borrowing, (b) any notice pursuant to Section 2.06
and any other notice relating to the payment of any principal or other amount due under any Loan Document prior to the scheduled
date therefor, (c) all notices of any Default or Event of Default, (d) any DIP Budget or any Budget Variance Report,
and (e) any notice, demand, communication, information, document and other material required to be delivered to satisfy any
of the conditions set forth in Article III or any other condition to any Borrowing or other extension of credit hereunder
or any condition precedent to the effectiveness of this Agreement.


 






    2


     


    

 


“Approved
Electronic Platform” has the meaning specified in Section 9.18(a).


 


“Approved
Fund” means any Fund that is administered or managed by (a) a DIP Lender, (b) an Affiliate of a DIP Lender
or (c) an entity or an Affiliate of an entity that administers or manages a DIP Lender.


 


“ARO”
means Saudi Aramco Rowan Offshore Drilling Company, a limited liability company incorporated under the laws of the Kingdom of Saudi
Arabia.


 


“ARO JV Agreement”
means the Shareholders’ Agreement, dated as of November 21, 2016, by and between Mukamala Oil Field Services Limited
(as successor to Saudi Aramco Development Company) and Rowan Rex relating to ARO.


 


“Article 55
BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit
institutions and investment firms.


 


“Assignment
and Acceptance” means an assignment and acceptance entered into by a DIP Lender and an Eligible Assignee, and accepted
by the DIP Agent, in substantially the form of Exhibit E or any other form approved by the Required DIP Lenders that
complies with Section 9.06.


 


“Avoidance
Actions” means the Debtors’ claims and causes of action under chapter 5 of the Bankruptcy Code or any other avoidance
actions under the Bankruptcy Code.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the
relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time.


 


“Bankruptcy
Code” means title 11 of the United States Code, as now or hereafter in effect, or any successor thereto.


 


“Bankruptcy
Court” means the USBCSDTX, and any appellate court having jurisdiction over the Chapter 11 Cases from time to time.


 


“Basel II”
has the meaning specified in Section 2.07(d).


 


“Basel III”
has the meaning specified in Section 2.07(d).


 


“Beneficial
Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation,
which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners
of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Security Industry
and Financial Markets Association.


 






    3


     


    

 


“Beneficial
Ownership Regulation” mean 31 C.F.R. § 1010.230.


 


“Benefit Plan”
means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a
 “plan” as defined in Section 4975 of the Code, or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”.


 


“BOP Event”
means the events described in the Form 8-K filed by the Lead Borrower with the U.S. Securities and Exchange Commission on
March 10, 2020, relating to a blowout preventer incident involving the VALARIS DS-8.


 


“Borrower”
or “Borrowers” has the meaning specified in the preamble to this Agreement.


 


“Borrower
Counterpart” means the Borrower Counterpart to this Agreement substantially in the form of Exhibit G hereto.


 


“Borrowing”
means a borrowing hereunder consisting of DIP Loans to one or more of the Borrowers on a joint and several basis made on the same
day by the DIP Lenders.


 


“Budget Variance
Report” has the meaning specified in Section 5.01(m).


 


“Business
Day” means any day of the year except Saturday, Sunday and any day on which banks are required or authorized to close
in New York, New York.


 


“Business
Plan” has the meaning specified in Section 3.01.


 


“Carve-Out”
has the meaning specified in the DIP Order.


 


“Cash Election
Notice” has the meaning specified in Section 2.05(b).


 


“Cash Interest
Rate” has the meaning specified in Section 2.05(b).


 


“Cash Management
Order” means an order entered by the Bankruptcy Court, which, among other things, (a) authorizes and approves the
Debtors’ use of its existing cash management systems, (b) authorizes the Debtors to use existing bank accounts, (c) authorizes
the payment of fees, expenses and other charges in connection with Cash Management Services, whether arising pre-petition or post-petition,
in the ordinary course, and (d) waives certain requirements of Section 345(b) of the Bankruptcy Code.


 


“Cash Management
Services” means (a) commercial credit cards, merchant card services, purchase or debit cards, including non-card
e-payables services, (b) treasury management services (including controlled disbursement, overdraft, automated clearing house
fund transfer services, return items and interstate depository network services) and (c) any other demand deposit or operating
account relationships and other cash management services.


 


“Change in
Law” means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking
effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration,
interpretation, implementation or application thereof by any Governmental Authority, central bank or comparable agency or (c) the
making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority,
central bank or comparable agency; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank
Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the
Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities,
in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted,
adopted or issued.


 






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“Change of
Control” means (a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange
Act) (i) is or becomes the “beneficial owner” (as defined in Rules 13 d-3 and 13 d-5 of the Exchange Act),
directly or indirectly, of more than 50% of the total voting power of the Voting Stock of the Lead Borrower or (ii) has obtained
the power to elect a majority of the members of the board of directors of the Lead Borrower, (b) any Borrower (other than
the Lead Borrower) shall cease to be wholly owned, directly or indirectly, by the Lead Borrower, or (c) other than as permitted
in this Agreement, any Guarantor shall cease to be wholly owned, directly or indirectly, by the Lead Borrower provided that
no change contemplated by the Restructuring Support Agreement (and any Restructuring Steps Plan (as defined in therein) adopted
and implemented in accordance with the terms thereof) will constitute a “Change of Control” hereunder.


 


“Chapter 11
Case” has the meaning specified in the preamble to this Agreement.


 


“Code”
means the Internal Revenue Code of 1986, as amended.


 


“Collateral”
means all present and after-acquired property and assets of the Borrowers and the Guarantors and all proceeds thereof, including
substantially all inventory, real property, equipment (including, but not limited to, spare parts), accounts, cash and cash equivalents,
general intangibles, intercompany receivables and rights in intercompany arrangements, contract rights, supporting obligations
and letter-of-credit rights, instruments (including, but not limited to, intercompany notes, receivables and other payment obligations),
deposit accounts, investment property (including, but not limited to, 100% of the Equity Interests held by the Borrowers and/or
any Guarantor in their respective direct Subsidiaries), intellectual property, books and records, investments, each Owned Rig,
charters, intercompany charters, drilling contracts, rig or vessel construction contracts, any kind of agreement relating to the
employment of each Rig (including each Owned Rig and each Third-Party Rig), services agreement, insurance, insurance claims, rig
or vessel earnings, proceeds of all owned and leased real estate and subject to and after entry of the DIP Order, all proceeds
or other assets recovered, unencumbered or otherwise, whether by judgment, settlement or otherwise, that is the subject of the
Debtors’ Avoidance Actions; provided that, Collateral shall not include any Excluded Collateral.


 


“Collateral
Document” means the DIP Order, the U.S. Pledge and Security Agreement, the Mortgages, Vessel Security Agreement, UK Debenture,
Control Agreements, all local law security documents and agreements executed or to be executed by any Borrower or any Guarantor
in accordance with this Agreement or any other Loan Document (including, without limitation, the Jersey Security Agreement(s)),
any and all financing statements, account control agreements, deeds, deeds of trust, charges, debentures, security agreements,
pledge agreements, assignments and any other document and/or instrument executed and/or delivered (or required to be delivered)
by any Borrower or any Guarantor granting or perfecting a Lien on any of its asset or property to secure payment of the Obligations.


 






    5


     


    

 


“Collateral
Principles” means the Collateral Principles set forth on Schedule E.


 


“Commitment”
means, with respect to each DIP Lender, the amount set opposite such DIP Lender’s name on Schedule A (the “Commitment
Schedule”) as its “Commitment” or, if such DIP Lender has entered into any Assignment and Acceptance,
the amount set forth for such DIP Lender as its Commitment in the Register maintained by the DIP Agent pursuant to Section 9.06(c),
as such amount may be adjusted pursuant to Section 2.11, Section 2.12, or Section 2.14.


 


“Commitment
Letter” means that certain letter agreement, dated as of August 11, 2020, by and among the Lead Borrower, the DIP
Agent and the DIP Lenders.


 


“Commitment
Schedule” has the meaning specified in the definition of “Commitment”


 


“Communications”
means each notice, demand, communication, information, document and other material provided for hereunder or under any other Loan
Document or otherwise transmitted between the parties hereto (excluding those solely among the Credit Parties and their Affiliates)
relating to this Agreement, the other Loan Documents, any Credit Party or its Affiliates, or the transactions contemplated by this
Agreement or the other Loan Documents including, without limitation, all Approved Electronic Communications.


 


“Connection
Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that
are franchise Taxes or branch profits Taxes.


 


“Consolidated”
refers to the consolidation of the accounts of the Lead Borrower and its Subsidiaries in accordance with GAAP.


 


“Consolidated
Subsidiary” means a Subsidiary of the Lead Borrower whose accounts are consolidated with the Lead Borrower in accordance
with GAAP, which for the avoidance of doubt includes each other Borrower.


 


“Control Agreement”
has the meaning specified in paragraph F of Schedule E.


 


“Covered Plan”
means an employee benefit plan (other than a Multiemployer Plan) that is (or, in the event that any such plan has been terminated
within five years after a transaction described in Section 4069 of ERISA, was) maintained for employees of the Borrowers or
any ERISA Affiliate and covered by Title IV of ERISA or that Borrower or any of its ERISA Affiliates has or reasonably could be
expected to have any liability for.


 


“CRD IV”
has the meaning specified in Section 2.07(d).


 






    6


     


    

 


“Credit Parties”
means the Borrowers and the Guarantors, and “Credit Party” means any Borrower and/or any Guarantor.


 


“Currency”
means any Dollars, Euro or Sterling, as applicable.


 


“Debt”
means, in the case of any Person, (a) indebtedness of such Person for borrowed money, (b) obligations of such Person
evidenced by bonds, debentures, notes or similar instruments, (c) obligations of such Person to pay the deferred purchase
price of property or services (other than accounts payable arising in the ordinary course of business and payable on customary
terms), (d) obligations of such Person to deliver property or services for which prepayment has been made, to the extent reflected
as a liability pursuant to GAAP, (e) monetary obligations of such Person as lessee under leases that are, in accordance with
GAAP, recorded as capital leases, (f) without duplication, all letters of credit issued for the account of such Person or
as to which such Person has any reimbursement obligation, whether or not drawn, (g) net obligations of such Person under any
interest rate, currency, commodity or other swap, cap or collar or under any other derivatives transaction, (h) obligations
of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired
by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited
to repossession or sale of such property), (i) all liabilities of such Person in respect of unfunded vested benefits under
any Plan or Multiemployer Plan, except to the extent an ERISA Affiliate has paid such liabilities within the time prescribed by
law, (j) obligations of such Person in respect of Disqualified Capital Stock, (k) obligations of such Person under direct
or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise
to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clauses (a) through
(j) of this definition, (l) indebtedness or obligations of others of the kinds referred to in clauses (a) through
(j) of this definition secured by any Lien on or in respect of any property of such Person, and (m) without duplication,
all Other Obligations of such Person; provided, for clarity, that “Debt” shall not include trade payables and
accrued expenses arising in the ordinary course of business, deferred taxes, obligations assumed or liabilities incurred under
drilling contracts, vessel time charters or other forms of service agreement in the ordinary course of business (e.g., bid bonds
and performance guaranties), or preferred stock with no mandatory redemption feature; provided, further, that “Debt”
shall not include any indebtedness with respect to which cash or cash equivalents in an amount sufficient to repay in full the
principal and accrued interest on such indebtedness has been escrowed with the trustee or other depository for the benefit of the
note holders in respect of such indebtedness but only to the extent the foregoing constitutes a complete defeasance of such indebtedness
pursuant to the applicable agreement governing such indebtedness.


 


“Debtor”
has the meaning specified in the preamble to this Agreement.


 


“Default”
means an event which, with the giving of notice or lapse of time or both, would constitute an Event of Default.


 


“Default Rate”
has the meaning specified in Section 2.05.


 






    7


     


    

 


“Defaulting
Lender” means at any time, subject to Section 8.10:


 


(a)           any
DIP Lender that has failed for two or more Business Days to comply with its obligations under this Agreement to make a DIP Loan
unless such DIP Lender notifies the DIP Agent and the Borrowers in writing that such failure is the result of such DIP Lender’s
good faith determination that one or more conditions precedent to funding (each of which conditions precedent, together with any
applicable default, shall be specifically identified in such writing) has not been satisfied; provided that if such DIP
Lender has failed for at least five Business Days to comply with any funding obligation, the Borrowers may declare such DIP Lender
to be a Defaulting Lender in a written notice to the DIP Agent and the Required DIP Lenders;


 


(b)           any
DIP Lender that has notified the DIP Agent or the Borrowers in writing, or has stated publicly, that it does not intend to comply
with its funding obligations hereunder (unless such writing or public statement relates to such DIP Lender’s obligation to
fund a DIP Loan hereunder and states that such position is based on such DIP Lender’s good faith determination that a condition
precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such
writing or public statement) cannot be satisfied) or generally under other agreements in which it extends credit;


 


(c)           any
DIP Lender that has, for three or more Business Days after written request of the DIP Agent or the Lead Borrower, failed to confirm
in writing to the DIP Agent and the Borrowers that it will comply with its funding obligations hereunder (provided that
such DIP Lender will cease to be a Defaulting Lender pursuant to this clause (c) upon the DIP Agent’s and the Borrower’s
receipt of such written confirmation); or


 


(d)           any
DIP Lender with respect to which a Lender Insolvency Event has occurred and is continuing with respect to such DIP Lender or its
Parent Company (provided, in each case, that neither the reallocation of funding obligations provided for in Section 2.14
as a result of a DIP Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such reallocated
funding obligations will by themselves cause the relevant Defaulting Lender to become a Non-Defaulting Lender).


 


Any determination by
the DIP Agent that a DIP Lender is a Defaulting Lender under any of clauses (a) through (c) above will be conclusive
and binding absent manifest error, and such DIP Lender will be deemed to be a Defaulting Lender (subject to Section 8.10)
upon notification of such determination by the DIP Agent to the Borrowers and the DIP Lenders, except as set forth in the proviso
to clause (a) above.


 


“DIP Agent”
means Wilmington Savings Fund Society, FSB., in its capacity as security trustee, administrative agent and collateral agent pursuant
to Article VIII, and such term shall include any successor to such entity in such capacity pursuant to Section 8.08.


 


“DIP Budget”
means a rolling 13-week cash flow forecast setting forth all forecasted receipts and disbursements of the Lead Borrower and its
Consolidated Subsidiaries on a Consolidated basis for such period, reflecting such cash flow forecasts on a weekly basis.


 






    8


     


    

 



 


“DIP Lenders”
means the lenders listed on Schedule A attached hereto and each Eligible Assignee that becomes a DIP Lender party hereto
pursuant to Section 2.12 or Section 9.06(a), other than any such Person that ceases to be a party hereto
pursuant to Section 2.14 or Section 9.06(a).


 


“DIP Lender
Professionals” means Kramer Levin Naftalis & Frankel LLP, Akin Gump LLP, Porter Hedges LLP, Watson Farley &
Williams LLP and Houlihan Lokey, Inc., and, to the extent the Required DIP Lenders deem necessary, one local counsel to the
DIP Lenders and the DIP Agent, taken as a whole, in each relevant jurisdiction (other than any Excluded Jurisdictions). For the
avoidance of doubt, DIP Lender Professionals shall not include Quinn Emanuel Urquhart & Sullivan, LLP or any other counsel
or advisors in connection with any Noteholder Litigation.


 


“DIP Loan”
and “DIP Loans” means a loan by a DIP Lender to the Borrowers pursuant to Section 2.01 (as divided
or combined from time to time as contemplated in the definition herein of Borrowing).


 


“DIP Order”
means an order entered by the Bankruptcy Court satisfactory to the DIP Agent and the Required DIP Lenders and otherwise on terms
consistent with the Commitment Letter, which shall approve the DIP Facility, provide that the Obligations constitute Superpriority
Claims and approve the granting to the DIP Agent of Liens securing the DIP Facility with the priority specified therein, and provide
that any Subsidiary of any Borrower that becomes a Debtor shall be bound by the terms of such order and the Loan Documents.


 


“Dispose”
means to sell, lease, assign, exchange, convey or otherwise transfer (excluding the granting of a Lien on) any Property or assets.
 “Disposition” and “Disposed” have a meaning correlative thereto.


 


“Disqualified
Capital Stock” means any Equity Interest that, by its terms (or by the terms of any security into which it is convertible,
or for which it is exchangeable, in each case at the option of the holder of the Equity Interest), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of
the holder of the Equity Interest, in whole or in part, on or prior to the date that is 91 days after the Maturity Date; provided
that only the portion of Equity Interest which so matures or is mandatorily redeemable, is so convertible or exchangeable or is
so redeemable at the option of the holder thereof prior to such date shall be deemed to be Disqualified Capital Stock; provided,
further, that if such Equity Interest is issued to any employee or to any plan for the benefit of employees of any of the
Borrowers or any of their Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified
Capital Stock solely because it may be required to be repurchased by any Borrower in order to satisfy applicable statutory or regulatory
obligations or as a result of such employee’s termination, death or disability; provided, further, that any
class of Equity Interest of such Person that by its terms authorizes such Person, at such Person’s sole option, to satisfy
its obligations thereunder by delivery of Equity Interests that are not Disqualified Capital Stock shall not be deemed to be Disqualified
Capital Stock. Notwithstanding the preceding sentence, any Equity Interests that would constitute Disqualified Capital Stock solely
because the holders of the Equity Interests have the right to require any Borrower to repurchase or redeem such Equity Interests
upon the occurrence of a change of control or an asset sale will not constitute Disqualified Capital Stock if the terms of such
Equity Interests provide that the relevant Borrower may not repurchase or redeem any such Equity Interests pursuant to such provisions
prior to the repayment in full of all outstanding DIP Loans hereunder and the termination in whole of the Commitments hereunder.


 






    9


     


    

 


“Disqualified
Lender” means (a) those persons identified by the Lead Borrower on a written list delivered to the DIP Agent and
the DIP Lenders on or before the date of the Commitment Letter, (b) competitors and Affiliates of competitors of the Lead
Borrower identified by the Lead Borrower on a written list delivered to the DIP Agent and the DIP Lenders before the execution
of the Commitment Letter, which list may be supplemented from time to time after the date of the Commitment Letter by the Lead
Borrower delivering a written supplement (which may be delivered via electronic mail to the financial and legal advisors to the
DIP Lenders) thereto to the DIP Agent, listing the name of the relevant new competitors or Affiliates of such competitors that
shall be designated as Disqualified Lenders, and (c) any person that is or becomes an Affiliate of the entities described
in the preceding clauses (a) and (b) and that is readily identifiable on the basis of such Affiliate’s name; provided
that no written supplement delivered to the DIP Agent on or after the Effective Date shall apply retroactively to disqualify any
Person that shall have acquired an assignment or participation pursuant to the terms of this Agreement prior to the delivery of
such written supplement.


 


“Dollars”
and “$” means lawful money of the United States of America.


 


“DS-13”
means the vessel, to be known as Atwood Archer, which currently is under construction pursuant to the DS-13 NewBuild Contract.


 


“DS-14”
means the vessel, to be known as Atwood Admiral, which currently is under construction pursuant to the DS-14 NewBuild Contract.


 


“DS-13 Contract
Party” means Alpha Admiral Company, a company organized under the laws of the Cayman Islands.


 


“DS-14 Contract
Party” means Alpha Archer Company, a company organized under the laws of the Cayman Islands.


 


“DS-13 and
DS-14 Debtors” means each of (i) the DS-13 Contract Party, (ii) the DS-14 Contract Party, and (iii) Atwood
Oceanics Pacific Limited, a company organized under the laws of the Cayman Islands.


 


“DS-13 NewBuild
Contract” means the Contract for the Construction and Sale of Drillship dated September 2012 among the DS-13 Contract
Party and Daewoo Shipbuilding & Marine Engineering Co., Ltd.


 


“DS-14 NewBuild
Contract” means the Contract for the Construction and Sale of Drillship dated June 24, 2013 among the DS-14 Contract
Party and Daewoo Shipbuilding & Marine Engineering Co., Ltd.


 






    10


     


    

 


“EEA Financial
Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a
borrower of an institution described in clause (a) of this definition, or (c) any financial institution established in
an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and
is subject to consolidated supervision with its borrower.


 


“EEA Member
Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“Effective
Date” has the meaning set forth in Section 3.01.


 


“Effective
Date Rigs” means the Rigs listed on Schedule 4.15 attached hereto.


 


“EII”
means ENSCO International Incorporated, a Delaware corporation.


 


“Eligible
Assignee” means (a) any DIP Lender, (b) any Affiliate of any DIP Lender, (c) an Approved Fund and (d) any
Person (other than a natural Person, any Borrower or any Subsidiary, any joint venture entity controlled by any Borrowers or any
of their Subsidiaries or any Affiliate of any Borrower) not covered by clause (a), clause (b) or clause (c) of this definition;
provided, however, that, (i) neither any Borrower nor any of its Subsidiaries nor any joint venture entity controlled
by any Borrowers or any of their Subsidiaries nor other Affiliates of any Borrower shall be an Eligible Assignee; and (ii) no
Defaulting Lender (but only so long as such DIP Lender is a Defaulting Lender) or any of its Subsidiaries, no Disqualified Lender,
and no Person who, upon becoming a DIP Lender hereunder, would constitute any of the foregoing Persons described in this clause
(ii) shall be an Eligible Assignee.


 


“EMU Legislation”
means the legislative measures of the European council for the introduction of, changeover to or operation of a single or unified
European currency.


 


“English Proceeding”
means a proceeding of the Parent under the Insolvency Act of 1986 of the United Kingdom or under the Companies Act of 2006 of the
United Kingdom that gives effect to or facilitates the implementation of any plan filed in the Chapter 11 Cases including where
that is confirmed pursuant to an order entered into by the Bankruptcy Court.


 


“Ensco Thailand”
means Ensco (Thailand) Limited, a Thai limited company.


 


“Environmental
Claim” means any notice of liability, notice of violation, claim, action, suit, proceeding, demand, abatement order or
other order or directive (conditional or otherwise), by any Governmental Authority or any other Person, arising (i) pursuant
to or in connection with any actual or alleged violation of any Environmental Law; (ii) in connection with any release of
or exposure to Hazardous Material; or (iii) in connection with any actual or alleged damage, injury, threat or harm to health
or safety (to the extent relating to Hazardous Materials), natural resources or the environment giving rise to liability under
Environmental Law.


 


“Environmental
Law” means any law, statute, ordinance, rule, regulation, order, treaty, convention, decision, decree, judgment, permit,
license, authorization or other Governmental Requirement arising from, in connection with or relating to pollution, the protection
or regulation of the environment or the protection or regulation of health or safety (to the extent relating to Hazardous Materials),
whether the foregoing are required or promulgated by any government or agency or other authority of or in the United States (whether
local, state, or federal) or any foreign country or subdivision thereof, including those relating to the disposal, removal, remediation,
production, storing, refining, handling, transferring, processing, recycling or transporting of or exposure to any Hazardous Material
wherever located.


 






    11


     


    

 


“EPA”
means the United States Environmental Protection Agency or any successor thereto.


 


“Equity Interest”
means as to any Person, any capital stock, partnership interest, membership interest or other equity interest in such Person, or
any warrant, option or other right to acquire any Equity Interest in such Person.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute of similar import,
together with the regulations thereunder, as in effect from time to time.


 


“ERISA Affiliate”
means any trade or business (whether or not incorporated) which is a member of a group of which any Borrower is a member and which
is under common control within the meaning of the regulations under Section 414 of the Code.


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
person), as in effect from time to time.


 


“Euro”
and the sign “€” mean the lawful currency of the participating member states of the European Union as constituted
by the Treaty on European Union and referred to in the EMU Legislation.


 


“Events of
Default” has the meaning specified in Section 7.01.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


“Excluded
Accounts” means (a) deposit accounts specially and exclusively used in the ordinary course of business for payroll,
payroll taxes and other employee wage and benefit payments (or the equivalent thereof in non-U.S. jurisdictions) to or for the
benefit of any Debtor’s salaried employees, which accounts are funded only in the ordinary course of business, (b) pension
fund accounts, 401(k) accounts and trust accounts (or the equivalent thereof in non-U.S. jurisdictions) and (c) withholding
tax and other tax accounts (including sales tax accounts), fiduciary accounts, trust accounts escrow accounts and other accounts,
in each case, in which any Debtor holds funds on behalf of any third party (including, without limitation, any administrator appointed
pursuant to an English Proceeding or the equivalent thereof in any non-U.S. jurisdiction); provided that the aggregate amount
of cash and cash equivalents in any such accounts held by the Debtor on behalf of an administrator appointed pursuant to an English
Proceeding or the equivalent thereof in any non-U.S. jurisdiction shall not exceed $5,000,000 unless consented to by the Required
DIP Lenders.


 






    12


     


    

 


“Excluded
Collateral” means:


 


(a)            the
Equity Interests in Rowan Rex and any Property or assets owned by Excluded Subsidiaries, in each case, other than the proceeds
of any sale of Equity Interests in Rowan Rex and/or any Excluded Subsidiary, or any dividends and other distributions received
from Rowan Rex and/or any Excluded Subsidiary, to the extent such proceeds, dividends or distributions are received by any Borrower
and/or any Guarantor, do not otherwise constitute Excluded Collateral and are not otherwise required to be transferred or turned
over to an Affiliate of any Borrower or any Guarantor or any third-party in connection with a previously binding contractual obligation
that is not entered in contemplation of such receipt of such proceeds shall not constitute Excluded Collateral;


 


(b)           Equity
Interests in non-wholly owned Subsidiaries or any other Person not a wholly-owned Subsidiary and rights in and to any joint venture
agreements or shareholder agreements, including (without limitation) the ARO JV Agreement and any rights in and to the ARO JV Agreement
and the “Shareholder Instruments” (as defined in the ARO JV Agreement), in each case (other than in the case of ARO
and the ARO JV Agreement) to the extent the relevant joint venture agreement or shareholder agreement would prohibit, or would
require the consent of any third party prior to, the granting of a security interest or lien on such Equity Interests or rights;


 


(c)            all
Avoidance Actions (other than, for the avoidance of doubt, any proceeds or other assets recovered, whether by judgment, settlement
or otherwise, from Avoidance Actions, regardless of whether any Liens have been granted with respect any Avoidance Actions);


 


(d)            any
motor vehicles and other assets (other than, for the avoidance of doubt, Rigs) subject to certificates of title;


 


(e)            all
commercial tort claims below $15,000,000;


 


(f)            any
governmental licenses or state or local franchises, charters and authorizations, to the extent a security interest in any such
license, franchise, charter or authorization is prohibited or restricted thereby after giving effect to the applicable anti-assignment
provisions of the UCC (or similar provisions under applicable foreign law), other than proceeds and receivables thereof, the assignment
of which is expressly deemed effective under the UCC (or similar provisions under applicable foreign law) notwithstanding such
prohibition or restriction;


 


(g)           pledges
and security interests prohibited or restricted by Applicable Law or by legally binding contractual restrictions (including any
requirement to obtain the consent of any Governmental Authority or third party and any pledge by a Subsidiary that would result
in a substantial risk to the officers or directors of such Subsidiary of civil or criminal liability) not entered into in contemplation
thereof;


 


(h)           margin
stock;


 






    13


     


    

 


(i)            any
lease, license or agreement or any property subject to a purchase money security interest or similar arrangement, in each case
entered into in accordance with or otherwise permitted under this Agreement and to the extent that a grant of a security interest
therein would violate or invalidate such lease, license or agreement or purchase money arrangement or create a right of termination
in favor of any other party thereto after giving effect to the applicable anti-assignment provisions of the UCC (or similar provisions
under applicable foreign law), other than proceeds and receivables thereof, the assignment of which is expressly deemed effective
under the UCC (or similar provisions under applicable foreign law) notwithstanding such violation or invalidation;


 


(j)            any
assets to the extent a security interest in such assets would result in material adverse tax consequences to the Lead Borrower,
any of its direct or indirect Subsidiaries, as reasonably determined by the Lead Borrower in consultation with the Required DIP
Lenders;


 


(k)            letter
of credit rights, except to the extent constituting a supporting obligation for other Collateral as to which perfection of the
security interest in such other Collateral may be accomplished by the filing of a UCC financing statement (it being understood
that no actions shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing
statement);


 


(l)            any
intent-to-use trademark application prior to the filing of a “Statement of Use” or “Amendment to Allege Use”
with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest
therein would impair the validity or enforceability of such intent-to-use trademark application under applicable federal law;


 


(m)          any
Excluded Accounts and any funds and other property held in or maintained in any such Excluded Accounts;


 


(n)           assets
where the cost of obtaining a security interest therein exceeds the practical benefit to the DIP Lenders afforded thereby as mutually
agreed by the Borrowers and the Required DIP Lenders; and


 


(o)           any
other assets mutually agreed by the Borrowers and the Required DIP Lenders on, prior to or following the Effective Date (in their
sole discretion);


 


provided,
that notwithstanding the foregoing clauses (a) through (o), proceeds of Excluded Collateral shall be Collateral to the extent
such proceeds are received by any Borrower or any Guarantor and do not otherwise constitute Excluded Collateral.


 


“Excluded
Guarantor” means, at any time, any Guarantor that is organized in an Excluded Jurisdiction at such time.


 


“Excluded
Jurisdiction” means any jurisdiction listed on Schedule B, as modified from time to time in accordance with Section 5.10(c).


 






    14


     


    

 


“Excluded
Subsidiary” means, at any time: (a) Rowan Rex; (b) each Person that is a Subsidiary on the Effective Date or
that becomes a Subsidiary after the Effective Date if as of the time such Person becomes a Subsidiary, as applicable, such Subsidiary’s
guaranty is prohibited by (i) any Governmental Authority with authority over such Subsidiary, (ii) Applicable Law or
regulation or analogous restriction, or such Subsidiary’s Guaranty would result in substantial risk to the officers or directors
of such Subsidiary of civil or criminal liability or (iii) contractual restrictions not entered into in contemplation of such
Subsidiary providing a Guaranty (and entered into in contemplation of, or following entry of, the Commitment Letter and/or the
DIP Facility) (c) each Person that is a Subsidiary on the Effective Date or that becomes a Subsidiary after the Effective
Date and that, in each case, at such time, is not wholly owned directly or indirectly by the Lead Borrower; provided that
no Subsidiary that is wholly owned as of the Petition Date shall be or be deemed to be an “Excluded Subsidiary” under
this clause (c) simply because a portion (but not all) of the Equity Interests in such Subsidiary are sold or otherwise transferred
to any person other than any Borrower or a wholly owned Subsidiary, and, notwithstanding such sale, a portion (but not all) of
the Equity Interests in such Subsidiary, to the extent such Subsidiary is a “Guarantor” it shall remain a “Guarantor”.
The Excluded Subsidiaries as of the Effective Date are listed on Schedule 3.01(a).


 


“Excluded
Taxes” means any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted
from a payment to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), branch profits and franchise
Taxes, in each case (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office
or, in the case of any DIP Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political
subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a DIP Lender, U.S. federal withholding
Taxes imposed on amounts payable to or for the account of such DIP Lender with respect to an applicable interest in a DIP Loan
or Commitment pursuant to a law in effect on the date on which (i) such DIP Lender acquires such interest in the DIP Loans
or Commitment or becomes a party to this Agreement (other than pursuant to an assignment request by the Lead Borrower under Section 2.12)
or (ii) such DIP Lender changes its lending office, except in each case to the extent that pursuant to Section 2.09,
amounts with respect to such Taxes were payable either to such DIP Lender’s assignor immediately before such DIP Lender became
a party hereto or to such DIP Lender immediately before it changes its lending office, (c) Taxes attributable to such Recipient’s
failure to comply with Section 2.09(f) and (d) any U.S. federal withholding Taxes imposed under FATCA.


 


“FATCA”
means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively
comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof
and any agreements entered into pursuant to Section 1471(b)(1) of the Code.


 


“FCPA”
means the United States Foreign Corrupt Practices Act of 1977, as amended, including any subordinate legislation thereunder.


 


“Federal Funds
Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System on such day, as published by the Federal Reserve Bank of New York on the Business Day
next succeeding such day; provided that if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate
on such transactions on the immediately preceding Business Day as so published on the next succeeding Business Day; provided,
further, that if no such rate is published on such next succeeding Business Day, the DIP Agent may, in its discretion, determine
the Federal Funds Rate for such day by reference to the average rate charged to the DIP Agent on such day on such transactions
as determined by the DIP Agent.


 






    15


     


    

 


“Federal Reserve
Board” means the Board of Governors of the Federal Reserve System, or any federal agency or authority of the United States
from time to time succeeding to its function.


 


“Fee Letter”
means the Administrative Agent Fee Letter, dated as of August 11, 2020, by and among the Lead Borrower and the DIP Agent.


 


“Fund”
means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing
in commercial loans and similar extensions of credit in the ordinary course of its activities.


 


“Funding Liabilities”
means at any time the minimum liability with respect to Plans which would be required to be reflected at such time as a liability
on the Consolidated balance sheet of the Lead Borrower and its Consolidated Subsidiaries under paragraphs 36 and 70 of Statement
of Financial Accounting Standards No. 87, as such Statement may from time to time be amended, modified or supplemented, or
under any successor statement issued in replacement thereof.


 


“GAAP”
means United States generally accepted accounting principles and policies as in effect from time to time.


 


“Governmental
Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether
state or local, and any agency, authority, commission, board, instrumentality, regulatory body, court, central bank or political
subdivision thereof or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies such as the European Union).


 


“Governmental
Requirements” means all judgments, orders, writs, injunctions, decrees, awards, laws, ordinances, statutes, regulations,
rules, franchises, permits, certificates, licenses, authorizations and the like and any other requirements of any Governmental
Authority.


 


“Guaranties”
means (a) the U.S. Guaranty, and (b) any other guaranty agreement executed by one or more Guarantors in favor of the
DIP Agent for the benefit of the holders of Obligations.


 


“Guarantors”
means each Subsidiary of the Lead Borrower (a) that is as of the Effective Date, or after the Effective Date becomes, a Debtor,
(b) that as of the Effective Date owns, or after the Effective Date becomes the owner of a Rig that is Collateral or the Equity
Interest of any owner of Rig that is Collateral and in the case of each of clause (a) and (b) is not an Excluded Subsidiary,
(c) Ensco Global Limited (Cayman Islands), Ensco Asia Company LLC (Texas LLC), Ensco Global II Ltd. (Cayman Islands), Ensco
Global Limited (UK), Ensco Holdco Limited (UK), Ensco Services Limited (UK), RDC Malta Limited (Malta) and RDC Offshore Malta Limited
(Malta) and (d) each Subsidiary of the Lead Borrower that executes a guaranty at the Lead Borrower’s election in accordance
with Section 5.10. Schedule 3.01(a) identifies, which of the Lead Borrower’s Subsidiaries are (i) Debtors,
(ii) Guarantors, (iii) Material Subsidiaries, (iv) Immaterial Subsidiaries and (v) Excluded Subsidiaries, in
each case, as of the Effective Date.


 






    16


     


    

 


“Hazardous
Materials” means (a) any substance or material defined as a hazardous substance pursuant to any Environmental Law,
(b) any substance or material regulated as a hazardous or solid waste pursuant to any Environmental Law, and (c) any
other material or substance regulated under any Environmental Law due to its toxic, dangerous or deleterious properties or characteristics,
including pollutants, contaminants, toxic substances, radioactive materials, refined products, natural gas liquids, crude oil,
petroleum and petroleum products, polychlorinated biphenyls and asbestos.


 


“Hedge Contract”
means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity
swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate swaps or options, forward
foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency
rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any
master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms
and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any
related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.


 


“IACS”
means the International Association of Classification Societies.


 


“ISM Code”
means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines
on its implementation), adopted by the International Maritime Organization, as the same may be amended or supplemented from time
to time.


 


“ISPS Code”
means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization’s
(IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.


 


“ISSC”
means an International Ship Security Certificate issued under the ISPS Code.


 


“Immaterial
Subsidiary” means any Subsidiary that (a) is not a Material Subsidiary and (b) (i) owns assets having
a book value of less than 5% individually, of the book value of all assets of the Lead Borrower and its Consolidated Subsidiaries,
and (ii) has annual revenue less than 5% individually of the annual revenue of the Lead Borrower and its Consolidated Subsidiaries,
in each case as of the last day of the most recently ended fiscal year for which financial statements are available or required
to be delivered. For purposes of this definition, any intercompany equity investments, loans, advances, or receivables shall be
deemed not to constitute “assets” of a Debtor.


 


“Indemnified
Party” has the meaning specified in Section 9.04(b).


 


“Indemnified
Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or in connection with or with respect to any payment
made by or on account of any obligation of any Credit Party under any Loan Document and (b) to the extent not otherwise described
in clause (a), Other Taxes.


 






    17


     


    

 


“Initial Approved
Budget” has the meaning specified in Section 3.01(i).


 





“Insufficiency”
means, with respect to any Covered Plan, the amount, if any, by which the present value of the accrued benefits under such Covered
Plan exceeds the fair market value of the assets of such Plan allocable to such benefits.


 


“Insurance/Condemnation
Event” means any casualty or other insured damage to, or any taking under the power of eminent domain or by condemnation
or similar proceeding of, or any Disposition under a threat of such taking of, all or any part of any assets of any Borrower or
any Guarantor.


 


“Interest
Payment Date” means as to DIP Loans that have been made hereunder the last Business Day of each calendar month and the
Maturity Date.


 


“Interest
Rate” has the meaning specified in Section 2.05(b).


 


“Investment”
means, as applied to any Person, any direct or indirect (a) purchase or other acquisition by such Person of any Equity Interest
or Debt of any other Person, (b) loan or advance made by such Person to any other Person, (c) guaranty, assumption or
other incurrence of liability by such Person of or for any Debt or other obligation of any other Person, (d) creation of any
Debt owed to such Person by any other Person, or (e) capital contribution or other investment by such Person in any other
Person. The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without
any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment or
interest earned on such Investment.


 


“Jersey FinCo”
means Ensco Jersey Finance Limited, a company incorporated under the laws of Jersey and a direct wholly owned Subsidiary of the
Lead Borrower.


 


“Jersey Loan
Party” means Jersey FinCo and any Loan Party: (i) incorporated; (ii) established; (iii) constituted; and/or
(iv) formed in Jersey.


 


“Jersey Security
Agreement(s)” means: (a) the Jersey law security interest agreement between the Borrower and the DIP Agent over
all of the issued and outstanding shares of Jersey FinCo; and (b) the Jersey law security interest agreement between Jersey
FinCo and the DIP Agent over all present and future intangible movable property of Jersey FinCo situated in Jersey.


 


“Jersey Security
Register” means the security interests register maintained under Part 8 of the SIJL.


 


“Joint Venture”
means (a) the entities listed on Part E of Schedule 3.01(a) and (b) any other direct or indirect
Subsidiary of the Lead Borrower which is not a wholly owned Subsidiary of the Lead Borrower or another wholly owned direct or indirect
Subsidiary of the Lead Borrower and the business and management thereof is jointly controlled by the holders of the Equity Interests
therein pursuant to customary joint venture arrangements.


 






    18


     


    

 


“Lead Borrower”
means Valaris.


 


“Lender Insolvency
Event” means, with respect to any DIP Lender, that (a) such DIP Lender is insolvent, or is generally unable to pay
its debts as they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment
for the benefit of its creditors, (b) such DIP Lender is the subject of a bankruptcy, insolvency, reorganization, liquidation
or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such
DIP Lender, or such DIP Lender has taken any action in furtherance of or indicating its consent to or acquiescence in any such
proceeding or appointment; provided that the appointment of an administrator, provisional liquidator, conservator, receiver,
trustee, custodian or other similar official by a supervisory authority or regulator with respect to a DIP Lender under the Dutch
Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not constitute a Lender
Insolvency Event under this clause (b), or (c) such DIP Lender has become the subject of a Bail-in Action.


 


“Lien”
means any mortgage, hypothec, hypothèque, pledge, security interest, encumbrance, lien, claim or charge of
any kind (including any agreement to grant any Lien, the interest of a vendor under any conditional sale or other title retention
agreement and the interest of a lessor under a capital lease), whether or not filed, recorded or otherwise perfected under Applicable
Law.


 


“Liquid Investments”
means:


 


(a)           debt
securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality
thereof, with maturities of no more than two years from the date of acquisition;


 


(b)           commercial
paper of a domestic issuer rated at the date of acquisition not less than P1 by Moody’s Investor Service, Inc., or A1
by S&P;


 


(c)            certificates
of deposit, demand deposits, Eurodollar time deposits, overnight bank deposits, and bankers’ acceptances, with maturities
of no more than two years from the date of acquisition, issued by any bank or trust company organized under the laws of the United
States or any state thereof whose deposits are insured by the Federal Deposit Insurance Corporation, and having capital and surplus
aggregating at least $1,000,000,000;


 


(d)           corporate
bonds, and municipal bonds of a domestic issuer rated at the date of acquisition Aaa by Moody’s Investor Service, Inc.,
or AAA by S&P, with maturities of no more than two years from the date of acquisition;


 


(e)            repurchase
agreements secured by debt securities of the type described in part (a) above, the market value of which, including accrued
interest, is not less than 100% of the amount of the repurchase agreement, with maturities of no more than two years from the date
of acquisition, issued by or acquired from or through any bank or trust company organized under the laws of the United States or
any state thereof and having capital and surplus aggregating at least $1,000,000,000; and


 






    19


     


    

 


(f)            investments,
classified in accordance with GAAP as current assets of the Lead Borrower or any of its Subsidiaries, in money market investment
programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest
rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character,
quality and maturity described in clauses (a), (b) and (c) of this definition.


 


“Loan Documents”
means this Agreement, each Note (if any), each Guaranty, each Collateral Document, the Fee Letter, any intercreditor or subordination
agreement entered into by any Credit Party or any Subsidiary of the Lead Borrower in connection with this Agreement or the other
Loan Documents and all other documents or instruments executed and delivered in connection with this Agreement which the DIP Agent
and the Lead Borrower designate in writing as a “Loan Document.”


 


“Loan Parties”
means, at any time, the Borrowers and the Material Subsidiaries of any Borrower as of such time.


 


“Losses”
has the meaning specified in Section 9.04(b).


 


“Material
Adverse Change” means any event or occurrence which could reasonably be expected to result in a material adverse change
in (i) the business, financial condition, operations or properties of the Loan Parties, taken as a whole, (ii) the ability
of the Loan Parties to perform their respective material obligations under the Loan Documents, or (iii) the ability of the
DIP Agent and the DIP Lenders to realize the material benefits intended to be provided by the Lead Borrower and the Guarantors
under the Loan Documents, in each case of the foregoing clauses (i), (ii) and (iii), other than
material adverse changes, events or occurrences arising from the commencement, existence or implementation of the Chapter 11 Cases
or any English Proceeding in furtherance thereof.


 


“Material
Contracts” means the present and future contracts entered into by any Debtor that satisfy the description included in
clauses (a)(iii) or (a)(iv) of the definition of “Material Subsidiary”. The Material Contracts
as of the Effective Date are listed on Schedule C.


 


“Material
Litigation” means any action, suit, investigation, litigation or proceeding pending or (to the knowledge of the Credit
Parties) threatened in any court or before any arbitrator or governmental instrumentality (other than the Chapter 11 Cases and
any action, suit, investigation or proceeding arising from the commencement and continuation of the Chapter 11 Cases or the consequences
that would normally result from the commencement and continuation of the Chapter 11 Cases) that is not stayed and could reasonably
be expected to result in a Material Adverse Change.


 


“Material
Subsidiary” means (a) any Subsidiary that is a Guarantor and that satisfies one or more of the following criteria:
(i) is an issuer, borrower or guarantor of any of the Prepetition Debt; (ii) either currently is, or in the future becomes,
a charterer or an owner of any Owned Rig; (iii) either currently is, or in the future becomes, a party to any charterparty
agreement, pool agreement, agreement to operate or drilling contract in respect of any Owned Rig (in each case, whether owned by
such or another Guarantor or the Borrower); (iv) either currently is, or in the future becomes, a party to an agreement pursuant
to which it manages a Third Party Rig; or (v) either currently has or in the future has intercompany receivables or other
promissory notes or like receivables in an aggregate amount equal to greater than $50,000,000, and (b) any Subsidiary that
owns the real property located at 620 Moulin Road, Broussard, LA 70518. The Material Subsidiaries as of the Effective Date are
listed in Part B of Schedule 3.01(a).


 






    20


     


    

 


“Maturity
Date” means the earliest of (i) the Stated Maturity Date (ii) the date of acceleration of the DIP Loans and
the termination of the DIP Lenders’ Commitments pursuant to the terms of this Agreement; (iii) the substantial consummation
(as defined in Section 1101 of the Bankruptcy Code, and which, for purposes hereof, shall be no later than the “effective
date”) of any plan filed in the Chapter 11 Cases that is confirmed pursuant to an order entered by the Bankruptcy Court;
and (iv) the consummation of a sale of all or substantially all of the assets of the Lead Borrower and the other Debtors under
section 363 of the Bankruptcy Code.


 


“Moody’s”
means Moody’s Investors Service, Inc. and any successor ratings agency.


 


“Mortgages”
means each of the Rig Mortgages listed on Schedule D.


 


“Multiemployer
Plan” means a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which the Lead
Borrower or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five
plan years made or accrued an obligation to make contributions.


 


“Multiple
Employer Plan” means an employee benefit plan, other than a Multiemployer Plan, subject to Title IV of ERISA, to which
the Lead Borrower or any ERISA Affiliate, and at least one employer other than the Lead Borrower or an ERISA Affiliate, is making
or accruing an obligation to make contributions or, in the event that any such plan has been terminated, to which the Lead Borrower
or any ERISA Affiliate made or accrued an obligation to make contributions during any of the five plan years preceding the date
of termination of such plan.


 


“Net Cash
Proceeds” means, with respect to any event, cash proceeds in respect of such event, net of (a) the reasonable cash
costs (including underwriting commissions, legal, investment banking, brokerage and accounting and other professional fees and
sales commissions) paid or reasonably estimated (to the extent reserves for such estimations are maintained in accordance with
GAAP) to Persons that are not the Borrowers or any Subsidiary of any Borrower, (b) amounts required to be applied to the repayment
of Debt (other than under this Agreement, any Prepetition Debt or any other Debt existing on the Petition Date that is listed on
Schedule 6.03) secured on a senior basis to the Obligations by a Permitted Lien on the applicable asset or Property, and
(c) in the case of any Specified Asset Sale, Disposition as described in Section 2.06(b)(iv), Insurance/Condemnation
Event or Total Loss, Taxes paid or reasonably estimated to be paid as a result thereof (including, for the avoidance of doubt,
as a result of any distribution of such proceeds to any Borrower or any Guarantor).


 


“NewBuild
Debt” has the meaning set forth in the definition of “Permitted Debt”.


 


“Non-Consenting
DIP Lender” has the meaning specified in Section 2.12(a).


 


“Non-Defaulting
Lender” means, at any time, a DIP Lender that is not a Defaulting Lender.


 






    21


     


    

 


“Non-Public
Information” means any Information marked “Non-Public Information” or “Confidential” by any Credit
Party pursuant to Section 9.10.


 


“Non-U.S.
Plan Event” means, with respect to any employee benefit plan that is subject to the laws or applicable customs or rules of
relevant jurisdictions other than the United States, the failure of such plan (i) to comply with such Applicable Law, (ii) to
comply with any applicable registration, approval or qualification requirement of such laws or jurisdictions, (iii) if intended
to qualify for special tax treatment, to comply with the requirements for such special tax treatment and (iv) to be maintained
in good standing with applicable material requirements of the applicable jurisdictions.


 


“Note”
means a promissory note of the Borrowers requested by any DIP Lender payable to the order of such DIP Lender, in substantially
the form of Exhibit B, evidencing the Commitment of such DIP Lender.


 


“Noteholder
Litigation” means any investigations, actions, claims or suits brought by any holders of the Borrower’s Prepetition
Senior Notes against the Lead Borrower or any of its Affiliates or any of their respective directors, officers, employees, advisors,
agents or representatives with respect to prepetition facts and circumstances (other than the DIP Facility), including the litigation
filed on March 19, 2020, in Harris County District Court in Houston, Texas by UMB Bank relating to four series of bonds styled
as UMB Bank Nat’l Ass’n v Rowan Cos. LLC, et al., No. 202018184-7 (Tex. Dist. Ct. Mar. 19, 2020).


 


“Notice of
Borrowing” has the meaning specified in Section 2.02(a).


 


“Obligations”
means all obligations (liquidated, contingent or otherwise) from time to time owed by the Borrowers and/or any Guarantor pursuant
to any of the Loan Documents, including all principal of and interest (including, any capitalized interest), fees and premiums
on the DIP Loans, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise,
all other obligations, including fees, costs, expenses and indemnities (including, without limitation, any professional fees, costs,
expenses and indemnities, including in connection with any exercise of remedies of


 


the DIP Agent (or its
designee), Security Trustee, the DIP Lenders and the other Secured Parties and, in each case, their professional advisors, in each
case to the extent payable in accordance with the Loan Documents), whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), of the Borrowers and the Guarantors under this Agreement and the
other Loan Documents and the due and punctual performance of all covenants, agreements, obligations and liabilities of Borrowers
and the Guarantors under or pursuant to this Agreement and the other Loan Documents.


 


“OFAC”
means the Office of Foreign Assets Control of the U.S. Department of the Treasury.


 


“Other Borrower
Obligations” has the meaning specified in Section 2.15(c).


 






    22


     


    

 


“Other Connection
Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such
Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered,
become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged
in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any DIP Loan or Loan Document).


 


“Other Obligations”
means, for any Person, as of any date of determination thereof, the aggregate amount, determined in accordance with GAAP as of
such date, without duplication of any clause within this definition, all (a) obligations of such Person under any lease which
is treated as an operating lease for financial accounting purposes and a financing lease for Tax purposes, in an amount equal to
the base amount on which rental payments are measured minus the unpaid balance contributed, pledged, or otherwise provided by such
Person or its Affiliates to collateralize the lessee’s obligations in connection with such lease and minus the principal
amount of any of the lessor’s debt that such Person or its Affiliates have purchased; (b) the net cash payment obligations
of such Person with respect to any forward sale contract for a commodity with respect to which such Person has received a prepayment
by a counterparty thereto, provided that in no event shall “Other Obligations” include forward sales contracts
that are entered into in the ordinary course of such Person’s trading business, if any, and not intended to function as a
borrowing of funds; and (c) all guaranties of collection or payment of any obligation described in clauses (a) and
(b) of any other Person; provided, however, that in no event shall “Other Obligations” include
(i) any completion or performance guaranties (or similar guaranties that a project or a Subsidiary of such Person perform
as planned) or (ii) pure operating leases entered in the ordinary course of business, including but not limited to pure operating
leases of business equipment.


 


“Other Taxes”
means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment
made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security
interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed
with respect to an assignment (other than an assignment made pursuant to Section 2.12).


 


“Owned Rig”
means any vessel or mobile offshore drilling unit (including without limitation any jack-up rig, semi-submersible rig, drillship,
and barge rig) that is now or hereafter owned by any Borrower and/or any of the Guarantors at such time. For the avoidance of doubt,
any vessel or mobile offshore drilling unit which is under construction pursuant to a building contract or similar agreement entered
into by a Borrower or Guarantor shall not be considered an “Owned Rig” until its delivery (or, if earlier, transfer
of title) to such Borrower or Guarantor pursuant to the terms of such agreement.


 


“Parent Company”
means, with respect to a DIP Lender, any Person owning, beneficially or of record, directly or indirectly, a majority of the shares
of such DIP Lender.


 


“Participant
Register” has the meaning specified in Section 9.06(e).


 






    23


     


    

 


“Payment Office”
means the office of the DIP Agent located at 500 Delaware Avenue, Wilmington, Delaware 19801, or such other office as the DIP Agent
may designate by written notice to the other parties hereto.


 


“PBGC”
means the Pension Benefit Guaranty Corporation, or any federal agency or authority of the United States from time to time succeeding
to its function.


 


“Pension Funding
Rules” means the rules of the Code and ERISA regarding minimum required contributions (including any installment
payment thereof) and set forth in, with respect to plan years ending prior to the effective date of the Pension Protection Act
of 2006, Section 412 of the Code and Section 302 of ERISA each as in effect prior to the Pension Protection Act of 2006
and, thereafter, Sections 412 and 430 of the Code and Sections 302 and 303 of ERISA.


 


“Permitted
Borrower Jurisdiction” means England and Wales, Jersey or any other jurisdiction proposed by the Lead Borrower
and that is reasonably acceptable to the Required DIP Lenders.


 


“Permitted
Debt” means:


 


(a)            Debt
incurred pursuant to this Agreement and the other Loan Documents;


 


(b)            Prepetition
Debt and any other Debt existing on the Petition Date that is listed on Schedule 6.03;


 


(c)            Debt
incurred under any interest rate agreements, foreign exchange agreements or derivative obligations entered into by any Subsidiary
in the ordinary course of business, provided that such agreements and obligations are not for speculative purposes;


 


(d)            intercompany
Debt; provided that, (i) any such intercompany Debt owing by (x) any Borrower or any Guarantor (other than any
Excluded Guarantor, so long as it is subordinated to the Obligations pursuant to the DIP Order) shall be subordinated to the Obligations
pursuant to a written subordination agreement substantially in the form set forth in Section 18 of the U.S. Guaranty; and
(y) any Excluded Guarantor so long as it is subordinated to the Obligations pursuant to the DIP Order; and (ii) any such
intercompany debt owed to a non-Guarantor by a Borrower or a Guarantor shall be permitted so long as it shall be subordinated pursuant
to the DIP Order;


 


(e)            secured
and unsecured Debt of Borrower and any Subsidiary in respect of bids, trade contracts, performance guarantees, leases, letters
of credit, statutory obligations, performance bonds, bid bonds, appeal bonds, surety bonds, customs bonds and similar obligations,
in each case provided in the ordinary course of business;


 


(f)            guarantees
or other similar obligations (not described in clause (e) above) in an aggregate amount not to exceed $25,000,000 at any time
outstanding, plus all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or
contingent interest on such obligations;


 






    24


     


    

 


(g)            secured
or unsecured Debt in respect of credit cards or purchase cards not to exceed $2,500,000 at any time outstanding, plus all premiums
(if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on such obligations;


 


(h)            secured
Debt in respect of Cash Management Services in an aggregate amount not to exceed $10,000,000 at any time outstanding, plus all
premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on
such obligations;


 


(i)             any
obligations and payments permitted or required to be made under (1) any order of the Bankruptcy Court, which, among other
things, authorizes the Debtors to pay certain prepetition wages, benefits, and other amounts owing to employees, or (2) any
order of a court of competent jurisdiction in relation to an English Proceeding, in each case to the extent constituting Debt in
an aggregate amount with respect to sub-clause (2) not exceeding $5 million;


 


(j)             Debt
incurred in the ordinary course of business to finance take-or-pay obligations contained in supply arrangements;


 


(k)            Debt
to acquire, construct, renovate or upgrade any drilling rig or marine transportation in an aggregate amount not to exceed $15,000,000;
provided that none of the Loan Parties shall guaranty such indebtedness to the extent incurred by any non-Guarantor or any
Excluded Guarantor;


 


(l)             subject
to the Required DIP Lenders’ prior written consent, any secured Debt incurred by the DS-13 and DS-14 Debtors pursuant to
(x) the DS-13 NewBuild Contract and (y) the DS-14 NewBuild Contract, each as existing as of the Petition Date (collectively,
the “NewBuild Debt”) and any guarantee thereof by the Borrower; provided that such guarantee shall be
unsecured;


 


(m)           to
the extent constituting Debt, Permitted Investments;


 


(n)           other
secured Debt not otherwise permitted by clauses (a) through (m) above in an aggregate amount not to exceed $10,000,000
at any time outstanding; provided, that such Debt may not be secured by any Rigs owned by Material Subsidiaries, the Equity
Interests in Rowan Rex, the Equity Interests in ARO or cash on deposit in any Specified Account;


 


(o)           other
unsecured Debt not otherwise permitted by clauses (a) through (n) above in an aggregate amount not to exceed $10,000,000
at any time outstanding, plus all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional
or contingent interest on such obligations;


 


(p)            to
the extent constituting Debt, prepayments for property or services under any drilling contract, pool agreement or charterparty
agreement in the ordinary course of business;


 






    25


     


    

 


(q)            other
Debt not otherwise permitted by clauses (a) through (p) above in an aggregate amount not to exceed $5,000,000 at any
time outstanding; and


 


(r)            extensions,
refinancings, repayments and reborrowings, renewals or replacements of Debt permitted under clauses (a) – (r) above
which, in the case of any such extension, refinancing, repayment and reborrowing, renewal or replacement, does not increase the
amount of such Debt being extended, refinanced, repaid and reborrowed, renewed or replaced at any time of any such extension, refinancing,
renewal or replacement, other than accrued and unpaid interest, cash fees and expenses (including premiums), or amounts to pay
fees and expenses reasonably incurred, in each case, in connection with such extension, refinancing, repayment and reborrowing,
renewal or replacement.


 


“Permitted
Investments” means:


 


(a)            Liquid
Investments; provided, that Liquid Investments in Specified Accounts shall be subject to a Control Agreement in favor of
the DIP Agent; provided, further, that each Credit Party or any of its Subsidiaries may only hold Liquid Investments
in reliance on this clause (a) in accounts established by and in the name of such Person (and of no other Person);


 


(b)            Investments
in and contributions to non-Guarantor Subsidiaries, Excluded Guarantors and Joint Ventures, (w) in the ordinary course of
business consistent with past practice for payroll, general overhead and administrative services, tax payments and cash management
activities (x) to the extent required pursuant to the applicable joint venture agreement or other constituent agreement in
accordance with the Cash Management Order, (y) in the case of ARO and Rowan Rex, to the extent required by the ARO JV Agreement,
and, in addition, an amount up to the aggregate amount of any dividends, distributions or loan repayments previously received by
Rowan Rex from ARO (including all amounts paid pursuant to the “Shareholder Instruments” (as defined in the ARO JV
Agreement)), as of any date of determination, or (z) in accordance with the DIP Order, Cash Management Order, or the Approved
Budget (subject to the Permitted Variance);


 


(c)            loans
or advances to employees of the Lead Borrower or any of its Subsidiaries (or guaranties of loans and advances made by a third party
to employees of the Debtors (other than any Immaterial Subsidiary)) in the ordinary course of business in an aggregate outstanding
principal amount not to exceed $1,000,000 at any time;


 


(d)            Investments
received in settlement of amounts due to the Lead Borrower or any of its Subsidiaries effected in the ordinary course of business;


 


(e)            Investments
in the ordinary course of business, or if not consistent with past practice, for a legitimate business purpose, among the Credit
Parties that are not Excluded Guarantors;


 


(f)            Investments
among the Lead Borrower and its Subsidiaries in effect as of the Effective Date and any amendment or extension of any such Investments
that does not increase the amount of Investment (other than by payment of interest in kind) being amended or extended as determined
as of such date of renewal or extension;


 






    26


     


    

 


(g)            Investments
by any Subsidiary that is not a Guarantor in any Guarantor;


 


(h)           subject
to the limitations set forth in clauses (e) through (g) of this definition, Guaranties permitted under Section 6.03;


 


(i)             redemption,
retirement, sinking fund or similar payment, purchase or acquisition for value, direct or indirect, of any stock or stock equivalents
of the Lead Borrower or any of its Subsidiaries and repurchase, redemption or other acquisition for value of any stock or stock
equivalents of the Lead Borrower or any Subsidiary held by any current or former officer, director or employee pursuant to any
equity based compensation plan, equity subscription agreement, stock option agreement, shareholders agreement, or other similar
arrangement, in accordance with the Approved Budget (subject to Permitted Variance);


 


(j)             Investments
not to exceed an amount necessary to fund the activities, costs and fees of any English Proceeding, including those of any administrators
appointed thereby (including by funding into a bank account held by or on behalf of the administrators such amounts required by
the administrators to undertake this role);


 


(k)            Investments
received in consideration for a Disposition permitted by Section 6.05 but solely to the extent permitted to be received
as non-cash consideration under Section 6.05;


 


(l)             Investments
by the Lead Borrower or any other Loan Party in any Subsidiary that has been incorporated for the purpose of implementing any plan
filed in the Chapter 11 Cases and/or an English Proceeding, in an amount not to exceed the lesser of (i) $100,000 and (ii) the
amount strictly necessary in order to incorporate and/or establish such Subsidiary under Applicable Law;


 


(m)           to
the extent constituting an Investment, any Permitted Debt; and


 


(n)            any
other Investments in an aggregate amount not to exceed $10,000,000 at any time outstanding.


 


“Permitted
Liens” means


 


(a)            Liens
for Taxes, assessments or governmental charges or levies on Property of the Lead Borrower or a Subsidiary, if the same shall not
at any time be delinquent or are being contested in good faith and by appropriate proceedings and with respect to which reserves
in conformity with GAAP have been provided on the books of the Lead Borrower or such Subsidiary;


 


(b)            Liens
that are imposed by law in the ordinary course of business, such as carriers’, warehousemen’s, materialmen’s
and mechanics’ liens, statutory landlord liens, maritime liens (in each case to the extent permitted under sub-section (b) of
the definition of “Permitted Rig Liens”) and other similar liens, if the same shall not at any time be delinquent or
are being contested in good faith and by appropriate proceedings and with respect to which reserves in conformity with GAAP have
been provided on the books of the Lead Borrower or the appropriate Subsidiary;


 






    27


     


    

 


(c)            Liens
arising in the ordinary course of business out of or in connection with pledges or deposits under workers’ compensation laws,
unemployment insurance, old age pensions, social security retirement benefits or other forms of governmental insurance;


 


(d)            Liens
created by any of the Loan Documents (including, for the avoidance of doubt, the Carve-Out) or other collateral arrangement required
by the Loan Documents to secure the Obligations;


 


(e)            minor
defects, irregularities and deficiencies in title to, and easements, rights-of-way, zoning restrictions and other similar restrictions,
charges or encumbrances, defects and irregularities in the physical placement and location of pipelines within areas covered by
easements, leases, licenses and other rights in real property in favor of the Lead Borrower or any Subsidiary, in each case which
do not interfere with the ordinary conduct of business, and which do not materially detract from the value of the property which
they affect;


 


(f)            any
right of set-off arising under common law or by statute;


 


(g)            Liens
arising from judgments, decrees, arbitration awards or attachments in existence not more than 30 days after the entry thereof or
with respect to which execution has been stayed or the payment of which is covered by insurance;


 


(h)            Liens
against real property with respect to which the Lead Borrower or any Subsidiary has been granted easements, rights-of-way or other
real estate interests, which have been created or incurred prior to the acquisition by the Lead Borrower or such Subsidiary of
such easements, rights-of-way or other real estate interests, or thereafter by the Persons from whom the Lead Borrower or such
Subsidiary obtains such real estate interests and their successors and assigns (other than the Lead Borrower or any Subsidiary);


 


(i)             Liens
incurred in the ordinary course of business to secure performance of tenders, bids or contracts entered into in the ordinary course
of business, including without limitation any rights of offset or liquidated damages, penalties, or other fees that may be contractually
agreed to in conjunction with any tender, bid, or contract entered into by the Lead Borrower or its Subsidiaries in the ordinary
course of business;


 


(j)             Liens
existing on the Effective Date and listed on Schedule 6.02 and Liens incurred pursuant to subsequent permitted extensions,
refinancings, or renewals of the underlying obligations secured by such Liens, provided that no additional assets of the
Lead Borrower or any of its Subsidiaries are pledged in support thereof and that the underlying obligations do not increase


 


(k)            Liens
to secure Permitted Debt recorded as capital leases in accordance with GAAP;


 






    28


     


    

 


(l)             Liens
to secure supersedeas bonds, appeal bonds and similar obligations in an aggregate outstanding amount not to exceed $100,000,000
at any time;


 


(m)           Liens
arising under paragraph 99 of Schedule B1 of the Insolvency Act 1986 in relation to an English Proceeding in an aggregate amount
not exceeding $5,000,000, or an amount in excess thereof with the consent of the Required DIP Lenders;


 


(n)            Permitted
Rig Liens;


 


(o)            legal
or equitable Liens deemed to exist by reason of negative pledge covenants and other covenants or undertakings of a like nature;


 


(p)            Liens
encumbering inventory, work-in-process and related property in favor of customers or suppliers securing obligations and other liabilities
(other than Debt) to such customers or suppliers to the extent such Liens are granted in the ordinary course of business and are
consistent with past business practices;


 


(q)            Liens
arising from the incurrence of secured Debt that constitutes Permitted Debt (including Liens on accounts used to cash collateralize
Permitted Debt in respect of credit cards or purchase cards, hedging obligations, Cash Management Services or letters of credit,
leases, statutory obligations, customs bonds and other similar obligations, in each case provided in the ordinary course of business),
including, for the avoidance of doubt, Liens existing on the Petition Date in connection with the NewBuild Debt pursuant to clause
(l) of the definition of Permitted Debt; and


 


(r)            any
Liens on the Property of the Lead Borrower and its Subsidiaries not permitted in clauses (a) through (q) above; provided
that the aggregate outstanding principal amount of Debt secured by all such Liens does not exceed, at the time of incurrence thereof,
$20,000,000; provided, further that no Lien permitted under this clause (r) shall extend to Rigs owned by Material
Subsidiaries, Equity Interests in Rowan Rex, Equity Interests in ARO or cash on deposit in any Specified Account;


 


provided
that, notwithstanding anything in this definition of “Permitted Liens” or in any Loan Document to the contrary,
in no event shall any Credit Party create, assume, incur or suffer to exist, or allow any Subsidiary to create, assume, incur or
suffer to exist, any Lien on or in respect of any directly owned assets of Rowan Rex, including any “Shareholder Instrument”
(as defined in the ARO JV Agreement), including the ARO Note, or any Equity Interests held by such Credit Party or Subsidiary,
as applicable, in Rowan Rex.


 


“Permitted
Rig Liens” means:


 


(a)            with
respect to U.S.-flag vessels, “preferred maritime liens” as defined in 46 U.S. §31301, and, with respect to non-U.S.-flag
vessels, those maritime liens that are given preferred status over a mortgage under the laws of the applicable foreign-flag jurisdiction,
in each case arising by law in the ordinary course of business for sums either not yet due or being contested in good faith by
appropriate action promptly initiated and diligently conducted, with such accruals as shall be required by GAAP having been made
therefor; and


 






    29


     


    

 


(b)            shipyard
liens and other liens arising by operation of law in the ordinary course of business in constructing, operating, maintaining and
repairing the vessels, including any such liens for charters or leases of a vessel, for sums either not yet due or being contested
in good faith by appropriate action promptly initiated and diligently conducted, with such accruals as shall be required by GAAP
having been made therefor, provided, that, in each case, such contest will, more likely than not, not result in (x) the
sale, forfeiture, confiscation, distraint, seizure, or loss of any mortgaged vessels or any interest therein in the course of any
such proceedings, or as a result of any such lien or (y) any materially adverse effect on the interests of any mortgagee under
the applicable mortgage or security.


 


“Permitted
Variance” has the meaning specified in Section 6.01.


 


“Person”
means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated
association, joint venture, firm or other entity, or a government or any political subdivision or agency, department or instrumentality
thereof.


 


“Petition
Date” has the meaning specified in the preamble to this Agreement.


 


“PIK Interest
Rate” has the meaning specified in Section 2.05(b).


 


“Prepetition
Debt” means Debt under the Prepetition Revolving Facility and the Prepetition Senior Notes.


 


“Prepetition
Permitted Liens” means valid, properly perfected, enforceable and unavoidable Liens on Collateral existing as of the
Petition Date or that are perfected as permitted by Section 546(b) of the Bankruptcy Code.


 


“Prepetition
Revolving Facility” means that certain Fourth Amended and Restated Credit Agreement, dated as of May 7, 2013, as
amended, restated, extended, supplemented or otherwise modified from time to time prior to the Petition Date, by and among the
Lead Borrower and Pride, as borrowers, the borrowers and guarantors party thereto from time to time, Citibank, N.A., as the administrative
agent, and the banks party thereto from time to time.


 


“Prepetition
Senior Notes” means, collectively, (a) each of the Pride Senior Notes, (b) the 7.20% Debentures due 2027 issued
by EII, (c) the 3.00% exchangeable senior notes of due 2024 issued by Ensco plc and Jersey FinCo, (d) the 4.70% senior
unsecured notes due 2021 issued by the Lead Borrower, (e) the 8.00% senior unsecured notes due 2024 issued by the Lead Borrower,
(f) the 4.50% senior unsecured notes due 2024 issued by the Lead Borrower, (g) the 5.20% senior unsecured notes due 2025
issued by the Lead Borrower, (h) the 7.75% senior unsecured notes due 2026 issued by the Lead Borrower, (i) the 5.75%
senior unsecured notes due 2044 issued by the Lead Borrower, (j) the 4.875% senior unsecured notes due 2022 issued by the
Lead Borrower, (k) the 4.75% senior unsecured notes due 2024 issued by the Lead Borrower, (l) the 7.375% senior unsecured
notes due 2025 issued by the Lead Borrower, (m) the 5.40% senior unsecured notes due 2042 issued by the Lead Borrower, and
(n) the 5.85% senior unsecured notes due 2044 issued by the Lead Borrower.


 


“Pride”
means Pride International, Inc., a Delaware limited liability company and indirect wholly owned Subsidiary of the Lead Borrower.


 






    30


     


    

 


“Pride Indenture”
means the Indenture dated July 1, 2004 by and between Pride and the Bank of New York Mellon (successor to JPMorgan Chase Bank,
N.A.), as trustee, as supplemented by the Second Supplemental Indenture dated as of June 2, 2009 and the Third Supplemental
Indenture dated as of August 6, 2010 and the Fourth Supplemental Indenture dated as of May 31, 2011.


 


“Pride Senior
Notes” means (a) the 6.875% senior unsecured notes due 2020 issued by Pride in an aggregate principal amount of
$900,000,000 issued and sold pursuant to the Pride Indenture and (b) the 7.875% senior unsecured notes due 2040 issued by
Pride in an aggregate principal amount of $300,000,000 issued and sold pursuant the Pride Indenture.


 


“Proceeds
Certificate” means, a certificate of a Responsible Person of the Lead Borrower substantially in the form of Exhibit F
delivered to the DIP Agent and the Required DIP Lenders in accordance with the terms and conditions set forth in Section 2.06(b).


 


“Process Agent”
has the meaning specified in Section 9.14.


 


“Property”
or “asset” (in either case, whether or not capitalized) means any interest in any kind of property or asset,
whether real, personal or mixed, or tangible or intangible.


 


“Ratable Portion”
means, as to any DIP Lender on any date, (a) the amount obtained by dividing (i) such DIP Lender’s Commitment on
such date by (ii) the aggregate amount on such date of all Commitments of all of the DIP Lenders, or (b) if no Commitments
exist on such date, the amount obtained by dividing (i) such DIP Lender’s Commitment on the day immediately prior to
the termination of the Commitments by (ii) the aggregate amount of all Commitments of all of the DIP Lenders on such day.


 


“Recipient”
means (a) the DIP Agent and (b) any DIP Lender, as applicable.


 


“Redemption”
means, with respect to any Debt, the repurchase, redemption, prepayment, repayment, defeasance or any other acquisition or retirement
for value of such Debt. “Redeem” has the correlative meaning thereto.


 


“Register”
has the meaning specified in Section 9.06(c).


 


“Related Parties”
means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees,
administrators, managers, advisors, attorneys and representatives of such Person and of such Person’s Affiliates.


 


“Remedies
Notice Period” has the meaning specified in Section 7.01.


 


“Required
DIP Lenders” means, at any time any two or more unaffiliated DIP Lenders holding DIP Loans and unused Commitments representing
greater than 50% of the sum of the aggregate principal amount of outstanding DIP Loans plus the then unused Commitments; provided
that Defaulting Lenders shall not be permitted to vote in respect of amendments, waivers, determinations, consents, or notifications
hereunder or under any other Loan Documents other than as set forth in Section 9.01(b).


 






    31


     


    

 


“Requisition”
means (a) any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition
for title) or acquisition of an Owned Rig, whether for full consideration, a consideration less than its fair market value, a nominal
consideration or without any consideration, which is effected (whether de jure or de facto) by any Governmental Authority or official
authority or by any person or persons claiming to be or to represent a Governmental Authority and (b) any capture or seizure
of an Owned Rig (including any hijacking, piracy, theft, condemnation, destruction, abandonment, or arrest) by any person whatsoever.


 


“Resolution
Authority” means any body which has authority to exercise any Write-down and Conversion Powers.


 


“Responsible
Person” means any of the president, any vice president, any senior vice president, any executive vice president, the
chief executive officer, the chief financial officer, or controller, as the case may be, of the Lead Borrower and any other representatives
of the Lead Borrower as may be designated by any one of the foregoing Persons with the consent of the DIP Agent.


 


“Restricted
Payment” means with respect to any Person, any dividend or other distribution (whether in cash, securities or other property)
with respect to any capital stock or other Equity Interest of such Person, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation
or termination of any such capital stock or other Equity Interest, or on account of any return of capital to any such Person’s
stockholders, partners or members (or the equivalent Person thereof).


 


“Restructuring
Support Agreement” means the Restructuring Support Agreement dated as of August 18, 2020, among the Lead Borrower,
certain of the Borrower’s Subsidiaries and the Consenting Noteholders (as defined therein) party thereto, and all annexes,
attachments and exhibits thereto, as amended in accordance with the terms thereof.


 


“Rig”
means any Owned Rig or Third Party Rig as the context may require.


 


“Rig Mortgages”
has the meaning specified in Section 8.01(c).


 


“Rowan Rex”
means Rowan Rex Limited, a limited company organized and existing under the laws of the British Overseas Territory of the Cayman
Islands.


 


“Safety Management
Certificate” has the meaning given to it in the ISM Code.


 


“Sanctioned
Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treasury.gov/resource-center/‌sanctions/Programs/Pages/Programs.aspx,
or as otherwise published from time to time, or subject to any other sanctions program administered by the United States of America
or the United Kingdom, the European Union, Switzerland and/or the United Nations.


 






    32


     


    

 


“Sanctioned
Person” means (a) a Person or vessel named on or, to the knowledge of any Borrower, 50% or more (directly
or indirectly through economic or voting means) owned (in the aggregate) or controlled by a Person named on, (i) the list
of “Specially Designated Nationals and Blocked Persons” maintained by OFAC available at http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx,
or as otherwise published from time to time, (ii) the lists maintained by the United Nations Security Council available at
https://www.un.org/securitycouncil/content/un-sc-consolidated-list, or as otherwise published from time to time, (iii) the
lists maintained by the European Union available at https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions,
or as otherwise published from time to time, (iv) the lists maintained by Her Majesty’s Treasury available at https://ofsistorage.blob.core.windows.net/publishlive/ConList.html,
or as otherwise published from time to time, (v) any other sanctions list maintained by the entities specified in clauses
(i) through (iv) above, or (b) (i) an agency of the government of a Sanctioned Country, (ii) an
organization controlled by a Sanctioned Country, or (iii) a person located, organized, or resident in a Sanctioned Country.


 


“Sanctions”
shall mean economic, financial, or trade sanctions, requirements or embargoes imposed, administered or enforced from time to time
by U.S. Governmental Authorities (including, but not limited to, OFAC, the U.S. Department of State and the U.S. Department of
Commerce), the United Nations Security Council, the European Union and its Member States, Her Majesty’s Treasury or the State
Secretariat for Economic Affairs of Switzerland (SECO) and/or the Swiss Directorate of International Law (DIL).


 


“Secured Parties”
means the DIP Lenders, the DIP Agent and any other holder of any Obligation.


 


“Security
Trustee” has the meaning specified in Section 8.01(c).


 


“SIJL”
means the Security Interests (Jersey) Law 2012.


 


“Specified
Accounts” has the meaning specified in Schedule E.


 


“Specified
Asset Sale” means (a) any Disposition (other than Dispositions made in reliance on Section 6.05(a),
(c), Section 6.05(e), (f), (h), (i), (j), (l) and (m)) and (b) any
issuance of Equity Interests by any Guarantor, in each case of the foregoing clauses (a) and (b). The term “Specified
Asset Sale” shall not include any Insurance/Condemnation Event or Total Loss.


 


“Standard &
Poor’s” means Standard & Poor’s Financial Services LLC, and any successor ratings agency.


 


“Stated Maturity
Date” means August 17, 2021, or, if such date is not a Business Day, the first Business Day immediately preceding
such date.


 


“Sterling”
and the sign “£” mean the lawful currency of the United Kingdom.


 


“Subsidiary”
of any Person means any corporation, partnership, joint venture, or other entity of which more than 50% of the outstanding capital
stock or other Equity Interests having ordinary voting power (irrespective of whether or not at the time capital stock or other
Equity Interest of any other class or classes of such corporation, partnership, joint venture, or other entity shall or might have
voting power upon the occurrence of any contingency) is at the time owned directly or indirectly by such Person and, in respect
of an entity incorporated in Jersey, means a subsidiary within the meaning of Articles 2 and 2A of the Companies (Jersey) Law 1991.
Unless otherwise provided or the context otherwise requires, the terms “Subsidiary” and “Subsidiaries”
refer to a Subsidiary or Subsidiaries of the Lead Borrower.


 






    33


     


    

 


“Superpriority
Claim” means allowed joint and several superpriority administrative expense claims in the Chapter 11 Cases pursuant to
section 364(c)(1) of the Bankruptcy Code, subject only to the Carve-Out and having priority over any and all other administrative
expenses of and all other claims against the Debtors, now existing or hereafter arising, of any kind whatsoever, including, without
limitation, all other administrative expenses and claims of the kind specified in, ordered pursuant to, or arising under or in
connection with sections 105, 326, 327, 328, 330, 331, 361, 362, 363, 364, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 552, 726,
1113 or 1114 or any other provision of the Bankruptcy Code, and having full recourse against all assets of the Debtors, including
all proceeds of Avoidance Actions.


 


“Swiss Subsidiary”
means any Subsidiary of the Lead Borrower incorporated in Switzerland and/or having its registered office in Switzerland and/or
qualifying as a Swiss resident pursuant to art 9 of the Swiss Withholding Tax Act.


 


“Swiss Federal
Tax Administration” means the tax authorities referred to in article 34 of the Swiss Withholding Tax Act.


 


“Swiss Withholding
Tax” means taxes imposed under the Swiss Withholding Tax Act.


 


“Swiss Withholding
Tax Act” means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer),
together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.


 


“Taxes”
means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments,
fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.


 


“Termination
Event” means (a) a “reportable event”, as such term is described in Section 4043 of ERISA (other
than a “reportable event” not subject to the provision for 30-day notice to the PBGC), or an event described in Section 4062(e) of
ERISA, or (b) the withdrawal of the Lead Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year
in which it was a “substantial employer”, as such term is defined in Section 4001(a)(2) of ERISA, or the
incurrence of liability by the Lead Borrower or any ERISA Affiliate under Section 4064 of ERISA upon the termination of a
Multiple Employer Plan, or (c) any failure to comply with the Pension Funding Rules, whether or not waived, or there shall
arise any Lien in favor of the PBGC or a Covered Plan on the assets of any the Lead Borrower or any ERISA Affiliate, or (d) 
the determination that any Covered Plan or Multiemployer Plan is considered an at-risk plan or a plan in endangered or critical
status within the meaning of Sections 430 or 432 of the Code or Sections 303 or 305 of ERISA, or (e) the withdrawal of the
Lead Borrower or any ERISA Affiliate, in a complete or partial withdrawal, from, or the insolvency, within the meaning of Section 4245
of ERISA, (or notification of such insolvency) of, a Multiemployer Plan (f) the imposition of any liability under Title IV
of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon, the Lead Borrower or any
ERISA Affiliate, (g) the distribution of a notice of intent to terminate a Covered Plan pursuant to Section 4041(a)(2) of
ERISA or the treatment of a Covered Plan amendment as a termination under Section 4041 of ERISA, or (h) the institution
of proceedings to terminate a Covered Plan by the PBGC under Section 4042 of ERISA, or (i) any other event or condition
which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer,
any Covered Plan.


 






    34


     


    

 


“Test Date”
means every other date on which a Budget Variance Report is delivered in accordance with Section 5.01(m), commencing
with the date of delivery of the Budget Variance Report delivered during the fourth week after the week in which the Effective
Date occurs, and, for the avoidance of doubt, each subsequent Test Date shall occur every four weeks after such initial Test Date.


 


“Test Period”
means each four week period (or such other period, with respect to the first and second Budget Variance Report, beginning on the
Effective Date and ending on the Saturday last ended prior to the date the first and second Budget Variance Report, as applicable,
is delivered) covered in each Budget Variance Report, commencing with the Budget Variance Report delivered during the fourth week
commencing after the week in which the Effective Date occurs.


 


“Third Party
Rig” means any vessel or mobile offshore drilling unit (including without limitation any jack-up rig, semi-submersible
rig, drillship, and barge rig) that is now or hereafter managed by any Borrower or any Guarantor but is not an Owned Rig.


 


“Total Loss”
means, in relation to an Owned Rig, (a) actual, constructive, compromised, agreed, arranged or other total loss of that Owned
Rig or (b) any Requisition, unless that Owned Rig is returned to the full control of the relevant Material Subsidiary within
30 days of such Requisition.


 


“UCC”
means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, however,
in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection or priority of the security
interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New
York, the term “UCC” means the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the
provisions hereof relating to such attachment, perfection or priority and for purposes of definitions related to such provisions.


 


“UK”
and “United Kingdom” each mean the United Kingdom of Great Britain and Northern Ireland.


 


“UK Bail-In
Legislation” means (to the extent that the United Kingdom is not an EEA Member Country which has implemented, or implements,
Article 55 BRRD) Part I of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United
Kingdom relating to the resolution of unsound or failing DIP Lender, investment firms or other financial institutions or their
affiliates (otherwise than through liquidation, administrative or other insolvency proceedings).


 






    35


     


    

 


“UK Bribery
Act” means the Bribery Act of the United Kingdom 2010 as amended, including any subordinate legislation thereunder.


 


“UK Debenture”
means that certain debenture, dated as of the date hereof, by and among the Borrowers party thereto from time to time, the Guarantors
party thereto from time to time and the DIP Agent.


 


“Undrawn Commitment
Fee” has the meaning specified in Section 2.03(a).


 


“U.S. Guaranty”
means the Guaranty, dated as of the date hereof, executed by each of the Guarantors party thereto from time to time in favor of
the DIP Agent, for the benefit of the holders of Obligations substantially in the form of Exhibit H.


 


“U.S. Person”
means any Person that is a “United States person” as defined in Section 7701(a)(30) of the Code.


 


“U.S. Pledge
and Security Agreement” means that certain U.S. Pledge and Security Agreement, dated as of the date hereof, by and among
the Borrowers party thereto from time to time, the Guarantors party thereto from time to time and the DIP Agent.


 


“Valaris”
has the meaning specified in the preamble to this Agreement.


 


“VAT”
means (a) any Tax imposed in compliance with the council directive of 28 November 2006 on the common system of value
added tax (EC Directive 2006/112), (b) to the extent not included in (a), any value added tax imposed by the UK Value Added
Tax Act 1994 and legislation and regulations supplemental thereto, and (c) any other Tax of a similar nature to the Taxes
referred to in (a) or (b), whether imposed in a member state of the EU in substitution for, or levied in addition to, the
Taxes referred to in (a) or (b) or imposed elsewhere, including, without limitation, any goods and services tax as provided
for under the Goods and Services Tax (Jersey) Law 2007.


 


“Vessel Security
Agreement” means that certain Vessel Security Agreement, dated as of the date hereof, by and among the Guarantors from
time to time party thereto and the DIP Agent.


 


“Voting Stock”
means, with respect to any company or corporation, the outstanding shares or stock of all classes (or equivalent interests) which
ordinarily, in the absence of contingencies, entitles holders thereof to vote for the election of directors (or Persons performing
similar functions) of such corporation, even though the right to so vote has been suspended by the happening of such a contingency.


 


“Withdrawal
Liability” has the meaning specified under Part I of Subtitle E of Title IV of ERISA.


 


“Write-Down
and Conversion Powers” means:


 


(a)            in
relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as
such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and


 






    36


     


    

 



 


(b)           in
relation to any UK Bail-In Legislation:


 


(i)            any
powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm
or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify
or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert
all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that
liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and


 


(ii)           any
similar or analogous powers under that UK Bail-In Legislation.


 


Section 1.02       Computation
of Time Periods. In this Agreement in the computation of periods of time from a specified
date to a later specified date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”. Unless otherwise indicated, all references to a particular time
are references to New York City time.


 


Section 1.03       Accounting Terms. Except as
otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with
GAAP, as in effect from time to time; provided that if any Borrower, by notice to the DIP Agent, shall request an
amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the
application thereof on the operation of such provision (or if the Required DIP Lenders, by notice from the DIP Agent to any
Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is
given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the
basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall
have been withdrawn or such provision amended in accordance herewith in a manner satisfactory to the Lead Borrower and the
Required DIP Lenders. Notwithstanding the foregoing or any other provision contained herein or any other Loan Document, any
lease (or similar arrangement) that would have been characterized, classified or reclassified as an operating lease in
accordance with GAAP prior to the date of the Lead Borrower’s adoption of Accounting Standards Codification 842 (or any
other Accounting Standards Codification having a similar result or effect) (and related interpretations) (whether or not such
lease was in effect on such date) shall be deemed not to constitute a capital lease, and any such lease shall be, for all
purposes of this Agreement, treated as though it were reflected on the Lead Borrower’s Consolidated financial
statements in the same manner as an operating lease would have been reflected prior to the Lead Borrower’s adoption of
Accounting Standards Codification 842.


 






    37 


     


    

 


Section 1.04     Miscellaneous.
The words “hereof”, “herein” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement,
and Article, Section, Schedule and Exhibit references are to Articles and Sections of and Schedules and Exhibits to this Agreement,
unless otherwise specified. The term “including” shall mean “including, without limitation,”, the term
 “include” shall mean “include, without limitation,” and the term “includes” shall mean “includes,
without limitation,”. Unless the context requires otherwise any definition of or reference to any agreement, instrument,
other document or order herein shall be construed as referring to such agreement, instrument, other document or order as amended,
restated, amended and restated, or otherwise modified from time to time (subject to any restrictions on such amendments, restatements,
amendments and restatements or other modifications set forth herein).


 


Section 1.05     Divisions.
For all purposes under the Loan Documents, in connection with any division or plan of division under
Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or
liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have
been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new
Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such
time.


 


Section 1.06     DIP
Agent; Required DIP Lenders. Notwithstanding anything to the contrary in this Agreement
or any other Loan Documents: (a) any notice required to be delivered by any Credit Party to the DIP Agent shall also be required
to be delivered to the Required DIP Lenders in accordance with Section 9.02 and (b) whether or not expressly set
forth in any provision of this Agreement or any other Loan Document, the DIP Agent shall not grant any consent or waiver or take
other actions or refrain from taking actions under the Loan Documents without the consent of the Required DIP Lenders (it being
acknowledged and agreed by the DIP Lenders and the DIP Agent that the Credit Parties may rely on, without further inquiry, any
written consent, written waiver, written document or written instruction provided by the DIP Agent to any of the Credit Parties
hereunder).


 


Section 1.07     Jersey
Terms. In each Loan Document, where it relates to a person, at any relevant time: (i) incorporated
(or dissolved) under the Companies (Jersey) Law 1991; (ii) established, constituted or formed in Jersey; (iii) which
carries on, or has carried on, business in Jersey; or (iv) that has immovable property at such time in Jersey, a reference
to:


 


(a)            a
composition, compromise, assignment or arrangement with any creditor, winding up, liquidation, administration, dissolution, insolvency
event or insolvency includes, without limitation, “bankruptcy” (as that term is interpreted pursuant to Article 8
of the Interpretation (Jersey) Law 1954), a compromise or arrangement of the type referred to in Article 125 of the Companies
(Jersey) Law 1991 and any procedure or process referred to in Part 21 of the Companies (Jersey) Law 1991;


 


(b)            a
 “liquidator”, “receiver”, “administrative receiver”, “administrator” or the like
includes, without limitation, the Viscount of the Royal Court of Jersey, Autorisés or any other person performing
the same function of each of the foregoing;


 


(c)            “Security”
or a “security interest” includes, without limitation, any hypothèque whether conventional, judicial
or arising by operation of law and any security interest created pursuant to the Security Interests (Jersey) Law 1983 or the SIJL
and any related legislation; and


 






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(d)            any
equivalent or analogous procedure or step being taken in connection with insolvency includes any corporate action, legal proceedings
or other formal procedure or step being taken in connection with an application for a declaration of en désastre
being made in respect of any Property of such person (or the making of such declaration).


 


Article
II 
 AMOUNT AND TERMS OF THE DIP LOANS


 


Section
2.01     The DIP
Loans. On the terms and subject to the conditions contained in this Agreement and
the DIP Order, each DIP Lender severally agrees to make term loans to any Borrower on or following the Effective Date in an
aggregate principal amount that will not result in (a) such DIP Lender’s DIP Loans to exceed such DIP
Lender’s Commitments and (b) the total DIP Loans to exceed the total Commitments. The DIP Loans shall (i) be
made at any time and from time to time on any Business Day during the period from the Effective Date until the Maturity Date,
(ii) be denominated in Dollars or, at the request of the applicable Borrower and the option of the applicable DIP
Lenders, Euro or Sterling, (iii) on the Effective Date following the entry of the DIP Order, not cause the principal
amount of all DIP Loans then outstanding to exceed $200,000,000, and (iv) be made in an aggregate amount not less than
$25,000,000 (and in integral multiples of $5,000,000 in excess thereof) or such lesser amount equal to the remaining undrawn
Commitments. Any amounts paid or prepaid in respect of the DIP Loans may not be reborrowed.


 


Section
2.02     Making the
DIP Loans.


 


(a)            Notice
of Borrowings. Each Borrowing shall be made on notice, given not later than noon (New York City time) five Business Days prior
to the date of the proposed Borrowing, by the Lead Borrower to the DIP Agent with a copy to the Required DIP Lenders, which shall
give to each DIP Lender prompt notice thereof by facsimile or in accordance with Section 9.02. Each such notice of
a Borrowing (a “Notice of Borrowing”) shall be given in accordance with Section 9.02, in substantially
the form of Exhibit A, identifying therein the requested Borrowing and the (i) date of such Borrowing, (ii) aggregate
amount of such Borrowing, (iii) the applicable Specified Account(s) into which such Borrowing shall be funded (it being
acknowledged and agreed that all Borrowings shall be funded into a one or more Specified Accounts) and (iii) requested Currency
of such Borrowing. Each Notice of Borrowing shall be irrevocable and binding on the Borrowers.


 


(b)            Funding
of Borrowings. Each DIP Lender shall, before noon (New York City time) on the date of such Borrowing, make available to the
DIP Agent at its Payment Office, in same day funds, such DIP Lender’s Ratable Portion of such Borrowing. After the DIP Agent’s
receipt of such funds and upon satisfaction or waiver of the applicable conditions set forth in Article III, the DIP
Agent will make such funds available as set forth in the Notice of Borrowing.


 


(c)            Notes.
Each DIP Lender, at its option, may request a Note of the Borrowers payable to the order of such DIP Lender, evidencing the indebtedness
of the Borrowers to such DIP Lender resulting from DIP Loans owing by the Borrowers to such DIP Lender, in substantially the form
of Exhibit B hereto.


 






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Section
2.03     Fees.


 


(a)            Undrawn
Commitment Fee. The Borrowers agree to pay to the DIP Agent for the account of each DIP Lender an undrawn commitment fee (“Undrawn
Commitment Fee”) equal to 1.00% per annum on the average daily unused amount of such DIP Lender’s Commitment during
the period from the Effective Date in the case of each DIP Lender listed on the signature pages hereof and from the effective
date specified in the Assignment and Acceptance pursuant to which it became a DIP Lender in the case of each other DIP Lender until
the date on which such DIP Lender’s Commitment terminates. Accrued Undrawn Commitment Fees shall be payable in kind by adding
the amount thereof to the outstanding principal amount of the DIP Loans (which shall then accrue interest) of each DIP Lender monthly
in arrears on or before the last day of each calendar month after the Effective Date (commencing month ending September 30,
2020) and on the Maturity Date. The Undrawn Commitment Fees shall be computed on the basis of a year of 360 days and shall be payable
for the actual number of days elapsed (including the first day but excluding the last day). Anything herein to the contrary notwithstanding,
during such period as a DIP Lender is a Defaulting Lender, such Defaulting Lender will not be entitled to any amount of the Undrawn
Commitment Fee accruing during such period pursuant to this Section 2.03(a) (without prejudice to the rights of
the Non-Defaulting Lenders in respect of such fees).


 


(b)            Upfront
Fee Credit. The Lead Borrower paid in full in cash an upfront fee to the DIP Lenders in an amount equal to 4% of the total
Commitments or $20,000,000 on the date of execution of the Commitment Letter. The DIP Lenders hereby agree that the Borrowers will
receive a credit for a portion of such upfront fee as the Restructuring Support Agreement was entered into by the Lead Borrower
and the DIP Lenders as of the Petition Date, in an amount equal to 0.75% of the total Commitments or $3,750,000, which amount shall
be credited against any interest, fees or expenses (other than professional fees and expenses) payable to the DIP Lenders under
the Loan Documents (including, for the avoidance of doubt, any interest, fees or expenses that are permitted to be paid in kind
under this Agreement). The fees incurred by the Borrowers pursuant to Section 2.03(a) and Section 2.03(b) will
be treated by the DIP Lenders and the Borrowers as original issue discount for U.S. federal income tax purposes.


 


(c)            Agent
Fees. The Borrowers shall pay to the DIP Agent the fees and expenses required to be paid to it in accordance with the terms
of the Fee Letter, this Agreement and the other Loan Documents.


 


Section 2.04     Repayment.
The Borrowers shall repay to each DIP Lender the then-unpaid principal of all of the DIP Loans owing
to such DIP Lender on the Maturity Date.


 


Section 2.05     Interest.


 


(a)            Accrual
of Interest. All DIP Loans shall bear interest on the unpaid principal amount thereof from the date such DIP Loans are made
until paid in full, except as provided in clause (d) below, at a rate per annum equal to the Interest Rate.


 






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(b)          Interest
Rates and Payment Dates.     Except as otherwise provided
in this Section 2.05, all outstanding DIP Loans shall bear interest for each day such DIP Loans shall be outstanding
and such accrued and unpaid interest thereof shall be payable in arrears on each Interest Payment Date at a rate equal to 8.00%
per annum (the “PIK Interest Rate”), which interest shall be paid on the applicable Interest Payment Date by
adding the accrued and unpaid interest on the DIP Loans to the principal amount of the outstanding DIP Loans (which shall then
accrue interest). Notwithstanding and without duplication of the foregoing, at the Borrowers’ written election (which may
be via electronic mail) to the DIP Agent (such election, a “Cash Election Notice”), not later than noon (New
York City time) at least two Business Days prior to the applicable Interest Payment Date, the Borrowers may elect to pay all (but
not less than all) of the accrued and unpaid interest due and payable on the DIP Loans on the applicable Interest Payment Date,
in cash, at a rate equal to 7.00% per annum (the “Cash Interest Rate” and together with the PIK Interest Rate,
the “Interest Rate”); provided, that if the Interest Payment Date shall be the Stated Maturity Date,
the Borrowers shall be deemed to have elected to pay all of the accrued and unpaid interest on the aggregate outstanding DIP Loans
in cash at the Cash Interest Rate. Upon the occurrence and continuance of an Event of Default, the DIP Loans shall automatically
bear interest at a rate per annum that is the rate that would otherwise be applicable thereto plus 2.0% (the “Default
Rate”) from the date of such non-payment to the date on which such amount is paid in full (after as well as before judgment)
in cash; provided, that interest incurred at the Default Rate otherwise due hereunder, notwithstanding anything else contained
herein, shall be paid in cash on the applicable Interest Payment Date.


 


Section 2.06          Prepayments.


 


(a)          Optional.
The Borrowers may, at any time upon at least three Business Days’ notice and on any Interest Payment Date, prepay in full
or in part, without premium or penalty, the DIP Loans; provided that each such partial prepayment shall be in a minimum
aggregate amount of $10,000,000 or multiples of $1,000,000 in excess thereof (or, if less, the then outstanding principal amount
of the DIP Loans).


 


(b)          Mandatory.
Subject to the DIP Order:


 


(i)            If
at any time (including concurrently with or immediately after giving effect to any reduction of Commitments pursuant to Section 2.11)
the aggregate amount of all DIP Loans exceeds the aggregate Commitments under this Agreement, or the amount of DIP Loans of any
DIP Lender exceeds such DIP Lender’s aggregate Commitments (including in each case after giving effect to any reduction of
Commitments pursuant to Section 2.11), the Borrowers shall promptly and in any case (within one Business Day) prepay
without premium or penalty, the principal amount of the DIP Loans ratably among the DIP Lenders in accordance with their respective
Commitments in an aggregate principal amount sufficient to cause the aggregate amount of all DIP Loans to be less than or equal
to the aggregate Commitments and the aggregate amount of the DIP Loans of any DIP Lender to be less than or equal to such DIP Lender’s
aggregate Commitments (including after giving effect to any reduction of Commitments pursuant to Section 2.11).


 






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(ii)            Not
later than the third Business Day following the date of receipt by any Borrower or any Guarantor of any Net Cash Proceeds from
any Specified Asset Sales, the Borrowers shall prepay the DIP Loans then outstanding in an aggregate amount equal to 100% of such
Net Cash Proceeds; provided that, so long as no Default or Event of Default shall have occurred and be continuing, the Borrowers
may, on or prior to the date of the required prepayment, subject to the following sentence, deliver to the DIP Agent, a Proceeds
Certificate certifying that the Borrowers intend to cause such Net Cash Proceeds (or a portion thereof specified in such certificate)
to be reinvested in long-term assets that are used or useful in the business of (x) if such Net Cash Proceeds are received
by any Borrower or any Guarantor from Disposition of any Owned Rig, any Loan Party or (y) otherwise, any Credit Party (other
than, in the case of each of (x) or (y), an Excluded Guarantor or, until such time as Ensco Thailand becomes a party to the
U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand) on or prior to the date that is 180 days after receipt
of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default has occurred and is continuing,
in which case during such period the Borrowers shall not be required to make such prepayment to the extent of the amount intended
to be so reinvested as set forth in the Proceeds Certificate; provided, further, (i) to the extent that any
such Net Cash Proceeds shall be reinvested, rather than applied to prepayment as set forth in this clause (ii), and were received
by an Excluded Guarantor, such Excluded Guarantor shall dividend, distribute or otherwise transfer such Net Cash Proceeds to a
Credit Party that is not an Excluded Guarantor as promptly as reasonably practicable, except to the extent that any such dividend,
distribution or transfer (x) would be prohibited by any Applicable Laws, rules or regulations, but only to the extent
of such prohibition, (y) would have a material adverse tax impact (determined in consultation with the Required DIP Lenders),
but only with respect to amount subject to such impact or (z) would have a material loss due to currency conversion requirements
that cannot be avoided by such Credit Party’s exercise of its commercially reasonable efforts (determined in consultation
with the Required DIP Lenders) and (ii) any such Net Cash Proceeds that are not so reinvested by the end of such period shall
be applied to prepay the DIP Loans as provided above promptly upon the expiration of such period; provided that the Borrowers
shall not be required to prepay the DIP Loans if the aggregate Net Cash Proceeds from any such Specified Asset Sale is equal to
or less than $500,000 (provided, however, that the foregoing $500,000 per Specified Asset Sales exclusion from prepayment
shall not apply once the aggregate amount so excluded is $5,000,000 (but no prepayment (other than with respect to any Owned Rig)
shall be due with respect to a Specified Asset Sales the extent the Net Cash Proceeds from any such Specified Asset Sale is equal
to or less than $250,000)).


 


(iii)           Not
later than the third Business Day following the date of receipt by any Borrower or any Guarantor of any Net Cash Proceeds from
the incurrence of Debt not constituting Permitted Debt, the Borrowers shall prepay the DIP Loans then outstanding in an aggregate
amount equal to 100% of such Net Cash Proceeds.


 






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(iv)          Not
later than the third Business Day following the date of receipt by any Borrower or any Guarantor of any Net Cash Proceeds in respect
of any Insurance/Condemnation Event or Total Loss, the Borrowers shall prepay the DIP Loans then outstanding in an aggregate amount
equal to 100% of such Net Cash Proceeds to the extent such Net Cash Proceeds are not (A) otherwise required to be transferred
or turned over to an Affiliate of any Borrower or any Guarantor, or any other third-party in connection with a previously binding
contractual obligation that was not entered in contemplation of receipt of such Net Cash Proceeds; and (B) in respect of or
related to the BOP Event; provided that, such so long as no Default or Event of Default shall have occurred and be continuing,
the Borrowers may, on or prior to the date of the required prepayment, subject to the following sentence, deliver to the DIP Agent,
a Proceeds Certificate certifying that the Borrowers intend to cause such Net Cash Proceeds (or a portion thereof specified in
such certificate) to be reinvested in long-term assets that are used or useful in the business of (x) if such Net Cash Proceeds
are received by any Borrower or any Guarantor from an Insurance/Condemnation Event or Total Loss in connection with any Owned Rig,
any Loan Party or (y) otherwise, any Credit Party (other than, in the case of each of (x) or (y), an Excluded Guarantor
or, until such time as Ensco Thailand becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand)
(including through the repair, restoration or replacement of the damaged, destroyed or condemned assets) on or prior to the date
that is 180 days after receipt of such Net Cash Proceeds, and certifying that, as of the date thereof, no Default or Event of Default
has occurred and is continuing, in which case during such period the Borrowers shall not be required to make such prepayment to
the extent of the amount intended to be so reinvested as set forth in the Proceeds Certificate; provided, further,
(i) to the extent that any such Net Cash Proceeds shall be reinvested, rather than applied to prepayment as set forth in this
clause (iv), and were received by an Excluded Guarantor, such Excluded Guarantor shall dividend, distribute or otherwise transfer
such Net Cash Proceeds to a Credit Party that is not an Excluded Guarantor as promptly as reasonably practicable, except to the
extent that any such dividend, distribution or transfer (x) would be prohibited by any Applicable Laws, rules or regulations,
but only to the extent of such prohibition, (y) would have a material adverse tax impact determined in consultation with the
Required DIP Lenders, but only with respect to amount subject to such impact or (z) would have a material loss due to currency
conversion requirements that cannot be avoided by such Credit Party’s exercise of its commercially reasonable efforts (determined
in consultation with the Required DIP Lenders) and (ii) any such Net Cash Proceeds that are not so reinvested by the end of
such period shall be applied to prepay the DIP Loans as provided above promptly upon the expiration of such period; provided
that the Borrowers shall not be required to prepay the DIP Loans if the aggregate Net Cash Proceeds from any such Insurance/Condemnation
Event or Total Loss is equal to or less than $500,000 (provided however that the foregoing $500,000 per Insurance/Condemnation
Event or Total Loss exclusion from prepayment shall not apply once the aggregate amount so excluded is $5,000,000 (but no prepayment
(other than with respect to any Owned Rig) shall be due to the extent the Net Cash Proceeds from any Insurance/Condemnation Event
or Total Loss is equal to or less than $100,000)).


 


(v)           Not
later than the third Business Day following the date of receipt by any Borrower or any Guarantor, excluding any amounts that are
permitted to be withheld or otherwise cannot be Distributed to a Borrower or a Guarantor in accordance with Section 5.15(b),
of any Net Cash Proceeds from any Disposition of:


 


(A)           the
(1) Equity Interests in Rowan Rex or ARO or (2) the assets or Property of Rowan Rex (it being acknowledged and agreed
that any repayment of any amounts due under any “Shareholder Instruments” as defined in the ARO JV Agreement by offset
against liabilities shall not constitute Disposition of an asset of Rowan Rex) or ARO, the Borrowers shall, in each case, prepay
the DIP Loans then outstanding in an aggregate amount equal to 100% of such Net Cash Proceeds; and


 






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(B)            the
(1) Equity Interests in any Joint Venture (other than ARO), (2) the assets or Property of any Joint Venture (other than
ARO) or (3) any Owned Rig not constituting Collateral, the Borrowers shall, in each case, prepay the DIP Loans then outstanding
in an aggregate amount equal to 100% of such Net Cash Proceeds; provided that with respect to any such Dispositions described
in this Section 2.06(b)(v)(B), the Borrowers shall not be required to prepay the DIP Loans in respect of such Disposition
until the aggregate Net Cash Proceeds from all such Dispositions (or series of related Dispositions) equal $10,000,000 (but 100%
of proceeds in excess of $10,000,000 shall be required to be prepaid) (provided however that the foregoing exclusion shall
not apply to any single Disposition (or series of related Dispositions) resulting in greater than $3,000,000 in Net Cash Proceeds,
as to which 100% of such Net Cash Proceeds of such Dispositions (or series of related Dispositions) shall be required to be prepaid
(but no prepayment (other than with respect to any Owned Rig) shall be due to the extent the Net Cash Proceeds from any such Disposition
(or series of related Dispositions) is less than or equal to $250,000)). By way of example, 100% of Net Cash Proceeds of any Disposition
that result in greater than $3,000,000 in Net Cash Proceeds shall be required to prepay the DIP Loans and for any Disposition (resulting
in less than $3,000,000 in Net Cash Proceeds), 100% of Net Cash proceeds for all such Dispositions in excess of $10,000,000 in
the aggregate shall be required to prepay the DIP Loans (but no prepayment (other than with respect to any Owned Rig) shall be
due to the extent the Net Cash Proceeds from any such Disposition is less than or equal to $250,000).


 


(c)           No
Premium or Penalty. Prepayments permitted or required under this Section 2.06 shall be without premium or penalty.


 


Section 2.07           Increased
Costs; Capital Adequacy, Etc.


 


(a)           Increased
Costs Generally. If any Change in Law shall:


 


(i)             impose,
modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended by, any DIP Lender;


 


(ii)            subject
any Recipient to any Taxes (other than (A) Indemnified Taxes (B) Taxes described in clauses (b) through (d) of
the definition of Excluded Taxes, and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments,
or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or


 


(iii)            impose
on any DIP Lender any other condition, cost or expense (other than Taxes) affecting this Agreement or DIP Loans made by such DIP
Lender or participation therein;


 






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and the result of the foregoing shall be
to increase the cost to any Recipient of making, funding or maintaining any DIP Loan (or of maintaining its obligation to make
any such DIP Loan), or to reduce the amount of any sum received or receivable by such Recipient hereunder (whether of principal,
interest, or any other amount), then the Borrowers shall from time to time, upon demand by such Recipient (with a copy of such
demand to the DIP Agent), pay to the DIP Agent for the account of such Recipient, as the case may be, such additional amount or
amounts sufficient to compensate such Recipient, as the case may be, without duplication of any amounts paid under Section 2.07(b),
for such additional costs incurred or reduction suffered for such increased cost unless such DIP Lender shall have withdrawn its
demand for additional compensation for such increased cost pursuant to Section 2.12(c); provided that such DIP
Lender is generally seeking, or intends generally to seek, compensation from similarly situated borrowers under similar credit
facilities (to the extent such DIP Lender has the right under such similar credit facilities to do so) with respect to such Change
in Law regarding capital or liquidity requirements. Such Recipient shall provide to the Lead Borrower a certificate setting forth
the amounts to be paid by the Borrowers in accordance with (iii).


 


(b)            Capital
Requirements. If any DIP Lender shall have determined that any Change in Law affecting such DIP Lender or such DIP Lender’s
holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return
on such DIP Lender’s capital or on the capital of such DIP Lender’s holding company, if any, as a consequence of this
Agreement, the Commitments of such DIP Lender or the DIP Loans made by such DIP Lender to a level below that which such DIP Lender
or such DIP Lender’s holding company could have achieved but for such Change in Law (taking into consideration such DIP Lender’s
policies and the policies of such DIP Lender’s holding company with respect to capital adequacy), such DIP Lender shall have
the right to give prompt written notice and demand for payment of such additional amount or amounts as will compensate such DIP
Lender or such DIP Lender’s holding company for any reduction actually suffered to the Borrowers with a copy to the DIP Agent
(which notice and demand shall show in reasonable detail a description of the basis for such claim of compensation and the calculation
of such additional amount or amounts as shall be required to compensate such DIP Lender or such DIP Lender’s holding company
for any reduction actually suffered, which such amounts shall be conclusive and binding absent manifest error), although the failure
to give any such notice shall not, unless such notice fails to set forth the information required above or is not delivered within
the time period set forth in clause (e) below, release or diminish any of the Borrowers’ obligations to pay additional
amounts pursuant to this Section 2.07(b); provided that such DIP Lender is generally seeking, or intends generally
to seek, compensation from similarly situated borrowers under similar credit facilities (to the extent such DIP Lender has the
right under such similar credit facilities to do so) with respect to such Change in Law regarding capital or liquidity requirements.
Subject to Section 2.12, the Borrowers shall pay such additional amount or amounts set forth in such notice.


 


(c)            Delay
in Requests. No DIP Lender shall be entitled to recover increased costs pursuant to this Section 2.07, incurred
or accruing more than 180 days prior to the date on which such DIP Lender sent to the applicable Borrower a written notice and
demand for payment as specified in this Section 2.07 (except that, if the Change in Law giving rise to such increased
costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive
effect thereof).


 






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(d)          Applicability.
This Section 2.07 does not apply to any increased cost or reduction in a rate of return as described in this Section 2.07
to the extent such increased cost or reduction in a rate of return is:


 


(i)             attributable
to the breach by the relevant DIP Lender or its Affiliates of any law or regulation or the terms of any Loan Document;


 


(ii)            attributable
to the application of or compliance with the International Convergence of Capital Measurement Standards published by the Basel
Committee on Banking Supervision in June 2004 (but excluding any amendment arising out of Basel III) (“Basel II”)
or any law or regulation which implements Basel II (whether such implementation, application or compliance is by a government,
regulator, DIP Lender or any of its Affiliates); or


 


(iii)           attributable
to the application of or compliance with Basel III or CRD IV or any law or regulation which implements or applies Basel III or
CRD IV, except to the extent the relevant DIP Lender confirms to the DIP Agent and the Lead Borrower that it is seeking to recover
such payment or recovery to a similar extent from its other comparable borrowers generally where the facilities extended to such
borrowers include a right for the DIP Lender to recover such costs,


 


where:


 


(A)           “Basel
III” means:


 


(1)            the
agreements on capital requirements, a leverage ratio and liquidity standards contained in “Basel III: A global regulatory
framework for more resilient banks and banking systems”, “Basel III: International framework for liquidity risk measurement,
standards and monitoring” and “Guidance for national authorities operating the countercyclical capital buffer”
published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;


 


(2)            the
rules for global systemically important banks contained in “Global systemically important banks: assessment methodology
and the additional loss absorbency requirement - Rules text” published by the Basel Committee on Banking Supervision
in November 2011, as amended, supplemented or restated; and


 


(3)            any
further guidance or standards published by the Basel Committee on Banking Supervision relating to “Basel III”;
and


 


(B)            “CRD
IV” means:


 


(1)            Regulation
(EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions
and investment firms and amending Regulation (EU) No 648/2012; and


 






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(2)            Directive
2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions
and the prudential supervision of credit institutions and investment firms amending Directive 2002/87/EC and repealing Directives
2006/48/EC and 2006/49/EC.


 


Section 2.08     Payments
and Computations.


 


(a)            Payment
Procedures. The Borrowers shall make each payment under any Loan Document not later than noon on the day when due in Dollars to
the DIP Agent at its Payment Office in same day funds. The DIP Agent will as soon as practicable thereafter cause to be distributed
like funds relating to the payment of principal, interest, or fees (other than amounts payable pursuant to Section 2.07,
Section 2.09, Section 2.12 or Section 9.04) to the DIP Lenders, and like funds relating to
the payment of any other amount payable to any DIP Lender, in each case to be applied in accordance with the terms of this Agreement.
Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant
to Section 9.06(c), from and after the effective date specified in such Assignment and Acceptance, the DIP Agent shall
make all payments hereunder and under the Notes (if any) in respect of the interest assigned thereby to the DIP Lender assignee
thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods
prior to such effective date directly between themselves. At the time of each payment of any principal of or interest on any Borrowing
to the DIP Agent, the Borrowers shall notify the DIP Agent of the Borrowing to which such payment shall apply. In the absence of
such notice, the DIP Agent may specify the Borrowing to which such payment shall apply. All of the Obligations of the Credit Parties
under the Loan Documents shall be absolute and unconditional, and all payments to be made by the Credit Parties under the Loan
Documents shall be made without condition or deduction for any counterclaim, defense, recoupment, or setoff.


 


(b)            Computations
of Interest. (i) All computations of interest and of fees shall be made by the DIP Agent on the basis of the actual number
of days elapsed (in each case calculated to include the first day but exclude the last day) over a year of 360 days. Each determination
by the DIP Agent of an interest rate hereunder shall be conclusive and binding for all purposes, absent manifest error.


 


(c)            Non-Business
Day Payments. Whenever any payment hereunder or under the Notes (if any) shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included
in the computation of payment of interest or fees, as the case may be.


 


(d)            Borrowers’
Default. Unless the DIP Agent shall have received notice from the Lead Borrower prior to the date on which any payment is due
to the DIP Lender hereunder that the Borrowers will not make such payment in full, the DIP Agent may assume that the Borrowers
have made such payment in full to the DIP Agent on such date and the DIP Agent may, in reliance upon such assumption, cause to
be distributed to each DIP Lender on such due date an amount equal to the amount then due such DIP Lender. If and to the extent
the Borrowers shall not have so made such payment in full to the DIP Agent, each DIP Lender shall repay to the DIP Agent forthwith
on demand such amount distributed to such DIP Lender together with interest thereon, for each day from the date such amount is
distributed to such DIP Lender until the date such DIP Lender repays such amount to the DIP Agent, at the Federal Funds Rate.


 






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Section 2.09     Taxes.


 


(a)            Payments
Free of Taxes. Any and all payments by or on account of the Borrowers hereunder, under the Notes (if any) or any other Loan
Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by Applicable Law.
If any of the Borrowers or the applicable withholding agent shall be required by Applicable Law (as determined in good faith by
the Lead Borrower or the applicable withholding agent) to deduct any Taxes from or in respect of any sum payable hereunder to any
Recipient, then the Borrowers or the DIP Agent shall be entitled to make such deduction or withholding and shall timely pay the
full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law and, if such Tax is an
Indemnified Tax, then the sum payable by the Borrowers shall be increased as may be necessary so that after making all required
deductions or withholdings have been made (including deductions and withholdings applicable to additional sums payable under this
Section 2.09) such Recipient receives an amount equal to the sum it would have received had no such deductions been
made.


 


(b)            Payment
of Other Taxes by the Borrowers. In addition, the Borrowers agree to timely pay all Other Taxes to the relevant Governmental
Authority, or if the DIP Agent elects, to timely reimburse it for the payment of any Other Taxes.


 


(c)            Indemnification
by the Borrowers. The Borrowers will indemnify each Recipient, within 10 days after demand therefor, for the full amount of
any Indemnified Taxes (including any Taxes imposed or asserted on or attributable to amounts payable under this Section) payable
or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, any liability (including penalties,
interest and expenses) and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes
were correctly or legally asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability
delivered to the Lead Borrower by a DIP Lender (with a copy to the DIP Agent), or by the DIP Agent on its own behalf or on behalf
of a DIP Lender, shall be conclusive absent manifest error.


 


(d)            Indemnification
by the DIP Lenders. Each DIP Lender shall severally indemnify the DIP Agent, within 10 days after demand therefor, for (i) any
Indemnified Taxes attributable to such DIP Lender (but only to the extent that the Borrowers have not already indemnified the DIP
Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (ii) any Taxes attributable
to such DIP Lender’s failure to comply with Section 9.06(e) relating to the maintenance of a Participant
Register and (iii) any Excluded Taxes attributable to such DIP Lender, in each case, that are payable or paid by the DIP Agent
in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such
Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such
payment or liability delivered to any DIP Lender by the DIP Agent shall be conclusive absent manifest error. Each DIP Lender hereby
authorizes the DIP Agent to set off and apply any and all amounts at any time owing to such DIP Lender under any Loan Document
or otherwise payable by the DIP Agent to the DIP Lenders from any other source against any amount due to the DIP Agent under this
Section 2.09(d).


 






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(e)            Evidence
of Payments; Treatment of Certain Refunds. As soon as practicable after the date of any payment of Taxes by or at the direction
of any of the Borrowers to a Governmental Authority pursuant to this Section, the Borrowers will furnish to the DIP Agent, at its
address referred to in Section 9.02, the original or a certified copy of a receipt issued by such Governmental Authority
evidencing payment thereof, if the relevant governmental authority provides a receipt, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the DIP Agent. If any party determines, in its sole discretion exercised
in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.09
(including by the payment of additional amounts pursuant to this Section 2.09), it shall pay to the indemnifying party
an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.09 with respect
to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party,
upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph
(e) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such
indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in
this paragraph (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this
paragraph (e) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified
party would have been in if the indemnification payments or additional amounts giving rise to such refund had never been paid.
This paragraph (e) shall not be construed to require any indemnified party to make available its Tax returns (or any other
information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.


 


(f)             Status
of DIP Lenders. Any DIP Lender that is legally entitled to an exemption from, a reduction of, or a refund of Indemnified Taxes
with respect to payments made under any Loan Document shall use commercially reasonable efforts to deliver to the Lead Borrower
and the DIP Agent, within 60 days of receiving a reasonable request by the Lead Borrower or the DIP Agent, such properly completed
and executed documentation reasonably requested by the Lead Borrower or the DIP Agent (and, unless required to be created or provided
by the DIP Lender, provided to the relevant DIP Lender by the Lead Borrower or the DIP Agent at the time of the request in the
English language) as will permit such payments to be made without, or with a reduced rate of, the relevant Indemnified Taxes or
to permit the DIP Lender to receive a refund of such Taxes. In addition, any DIP Lender, if reasonably requested by the Lead Borrower
or the DIP Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Lead Borrower
or the DIP Agent as will enable the Borrowers or the DIP Agent to determine whether or not such DIP Lender is subject to withholding
or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion,
execution and submission of any such documentation shall not be required if in such applicable DIP Lender’s reasonable judgment
such completion, execution or submission is reasonably expected to subject such DIP Lender to any material unreimbursed cost or
expense or is reasonably expected to materially prejudice the legal or commercial position of such DIP Lender.


 






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(g)          Notification
of Changes. Any Borrower shall, promptly upon becoming aware that it must make a UK withholding or deduction (or that there
is any change in the rate or the basis of such UK withholding or deduction), notify the DIP Agent accordingly. Similarly, a DIP
Lender shall notify the DIP Agent promptly on becoming aware that any information concerning the relevant DIP Lender given to the
Borrowers, the DIP Agent, or any relevant Governmental Authority pursuant to Section 2.09(f) above in relation
to the DIP Lender’s status for withholding Tax purposes is or becomes incorrect. If the DIP Agent receives such notification
from a DIP Lender it shall notify the Lead Borrower.


 


(h)          Value
Added Tax.


 


(i)            All
amounts expressed to be payable under a Loan Document by any party to a DIP Lender which (in whole or in part) constitute the consideration
for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply and, and accordingly,
if VAT is or becomes chargeable on any supply made by any DIP Lender to any party under a Loan Document and such DIP Lender is
required to account to the relevant tax authority for the VAT, that party must pay to such DIP Lender (in addition to and at the
same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such DIP Lender must
promptly provide an appropriate VAT invoice to that party).


 


(ii)           If
VAT is or becomes chargeable on any supply made by any DIP Lender or the DIP Agent (the “Supplier”) to any other
DIP Lender or the DIP Agent (the “Recipient”) under a Loan Document, and any party other than the Recipient
(the “Relevant Party”) is required by the terms of any Loan Document to pay an amount equal to the consideration
for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of that consideration):


 


(A)           (where
the Supplier is the person required to account to the relevant Tax authority for the VAT) the Relevant Party must also pay to the
Supplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where
this Section 2.09(h)(ii)(A)  applies) promptly pay to the Relevant Party an amount equal to any credit or repayment
the Recipient receives from the relevant Tax authority which the Recipient reasonably determines relates to the VAT chargeable
on that supply; and


 


(B)            (where
the Recipient is the person required to account to the relevant Tax authority for the VAT) the Relevant Party must promptly, following
demand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that
the Recipient reasonably determines that it is not entitled to credit or repayment from the relevant Tax authority in respect of
that VAT.


 


(iii)          Where
a Loan Document requires any party to reimburse or indemnify a DIP Lender for any cost or expense, that party shall reimburse or
indemnify (as the case may be) such DIP Lender for the full amount of such cost or expense, including such part thereof as represents
VAT, save to the extent that such DIP Lender reasonably determines that it is entitled to credit or repayment in respect of such
VAT from the relevant Tax authority.


 






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(iv)          Any
reference in this Section 2.09(h) to any party shall, at any time when such party is treated as a member of a
group or unity (or fiscal unity) for VAT purposes, include (where appropriate and unless the context otherwise requires) a reference
to that party or the relevant group or unity (or fiscal unity) of which that party is a member for VAT purposes at such time or
the relevant representative member (or head) of such group or unity (or fiscal unity) at such time (as the case may be) (the term
 “representative member” to have the same meaning as in the UK Value Added Tax Act 1994 or the corresponding meaning
outside the UK).


 


(v)           In
relation to any supply made by a DIP Lender or the DIP Agent to any party under any Loan Document, if reasonably requested by such
DIP Lender or DIP Agent, that party shall promptly provide such DIP Lender or DIP Agent with details of that party’s VAT
registration and other such information as is reasonably requested in connection with such DIP Lender’s or DIP Agent’s
VAT reporting requirements in relation to such supply.


 


(vi)          Mitigation
Obligations. If any Borrower is required to pay any Indemnified Taxes to any DIP Lender or any Governmental Authority for the account
of any DIP Lender pursuant to this Section 2.09, then such DIP Lender shall (at the request of the Borrower) cooperate
in good faith with the Borrowers in considering whether the DIP Lender could take any commercially reasonable actions to eliminate
or reduce the payment of any Indemnified Taxes (in addition to its obligations relating to procedural formalities set out in Section 2.09(f) above)
and, to the extent such DIP Lender so concludes, it will undertake such additional actions. Whether any such additional actions
are commercially reasonable shall be determined by the DIP Lender. If a DIP Lender decides to take any such actions, the relevant
Borrower agrees to pay all reasonable costs and expenses incurred by the relevant DIP Lender in connection with such actions.


 


(i)            Survival
of Obligations. Without prejudice to the survival of any other agreement of the Borrowers hereunder, the agreements and obligations
of the Borrowers contained in this Section 2.09 shall survive the payment in full of principal and interest hereunder
and under the Notes.


 


(j)            Applicable
Law. For purposes of this Section 2.09, the term “Applicable Law” includes FATCA.


 






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Section 2.10     Sharing
of Payments, Etc.


 


(a)            If
any DIP Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise)
on account of the DIP Loans made by it (other than pursuant to Section 2.07, Section 2.09, Section 2.12,
Section 2.14, Section 9.04, or Section 9.06) in excess of its ratable share of payments on
account of the DIP Loans obtained by all the DIP Lenders, such DIP Lender shall forthwith notify the DIP Agent of such fact and
purchase (for cash at face value) from the other DIP Lender participations in the DIP Loans made by them as shall be necessary
to cause such purchasing DIP Lender to share the excess payment ratably with each of them, provided that if all or any portion
of such excess payment is thereafter recovered from such purchasing DIP Lender, such purchase from each DIP Lender shall be rescinded
and such DIP Lender shall repay to the purchasing DIP Lender the purchase price to the extent of its ratable share (according to
the proportion of (i) the amount of the participation purchased from such DIP Lender as a result of such excess payment to
(ii) the total amount of such excess payment) of such recovery together with an amount equal to such DIP Lender’s ratable
share (according to the proportion of (i) the amount of such DIP Lender’s required repayment to (ii) the total
amount so recovered from the purchasing DIP Lender) of any interest or other amount paid or payable by the purchasing DIP Lender
in respect of the total amount so recovered.


 


(b)            The
Borrowers agree that any DIP Lender so purchasing a participation from another DIP Lender pursuant to this Section 2.10
may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to
such participation as fully as if such DIP Lender were the direct creditor of the Borrowers in the amount of such participation.


 


Section 2.11     Ratable
Reduction or Termination of the Commitments; Effect of Termination.


 


(a)            The
Borrowers shall have the right, upon at least two Business Days’ notice to the DIP Agent, to terminate in whole or reduce
ratably in part the unused portions of the respective Commitments of the DIP Lenders, provided that each partial reduction
shall be in the aggregate amount of at least $10,000,000 or any whole multiple of $1,000,000 in excess thereof. Commitments terminated
or reduced pursuant to the preceding sentence may not be reinstated.


 


(b)            Upon
and at all times after any Commitment of any DIP Lender is terminated in whole pursuant to any provision of this Agreement, such
Commitment shall be zero and such DIP Lender shall have no further obligation to make any DIP Loans.


 


Section 2.12     Replacement
of DIP Lender; Additional Right to Terminate Commitments.


 


(a)            Generally.
In the event that (i) any DIP Lender demands payment pursuant to Section 2.07 or Section 2.09, (ii) 
any DIP Lender becomes a Defaulting Lender or (iii) any DIP Lender refuses to consent to any proposed amendment, modification,
waiver or consent with respect to any provision hereof that requires the unanimous approval of all DIP Lenders, or the approval
of each of the DIP Lenders affected thereby (in each case in accordance with Section 9.01), and the consent of the
Required DIP Lenders shall have been obtained with respect to such amendment, modification, waiver or consent (such DIP Lender,
a “Non-Consenting DIP Lender”), the Borrowers shall have the right, to either (x) replace such DIP Lender
in accordance with the procedure set forth in Section 2.12(b) or (y) if no Event of Default or Default then
exists, terminate such DIP Lender’s Commitment in accordance with the procedure set forth in Section 2.12(c);
provided that no such replacement or termination shall be effected without, in the case of a replacement pursuant to Section 2.09(b),
the prior written consent of the Required DIP Lenders (each such consent not to be unreasonably withheld, delayed or conditioned,
but any withholding of consent by the Required DIP Lenders based on any good faith concern of the Required DIP Lenders regarding
the creditworthiness of the replacement DIP Lender shall be deemed a reasonable withholding of consent).


 






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(b)          Replacement
of DIP Lenders. If the Borrowers determine to replace a DIP Lender pursuant to this Section 2.12(b), then the Borrowers
may, at their sole expense and effort, upon notice to such DIP Lender and the DIP Agent, require such DIP Lender to assign and
delegate (provided that the failure by any such DIP Lender that is a Defaulting Lender to execute an Assignment and Acceptance
shall not render such assignment invalid), without recourse (in accordance with and subject to the restrictions contained in Section 9.06),
all its interests, rights (other than its existing rights to payments pursuant to Section 2.07 or Section 2.09)
and obligations under this Agreement and the related Loan Documents to an Eligible Assignee that shall assume such obligations
(which assignee may be another DIP Lender, if a DIP Lender accepts such assignment); provided that:


 


(i)            the
Borrowers shall have paid to the DIP Agent the assignment fee (if any) specified in Section 9.06;


 


(ii)            the
Borrowers shall have received the prior written consent of the DIP Agent (and, if a Commitment is being assigned, the DIP Lender),
which consent shall not unreasonably be withheld, delayed or conditioned;


 


(iii)           such
DIP Lender shall have received payment of an amount equal to the outstanding principal of its DIP Loans, accrued interest thereon,
accrued fees and all other amounts payable to it hereunder and under the other Loan Documents, from the assignee (to the extent
of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts);


 


(iv)           in
the case of any payments required to be made pursuant to Section 2.07, such assignment will result in a reduction in
such compensation or payments;


 


(v)            such
assignment does not conflict with Applicable Law; and


 


(vi)           in
the case of any assignment resulting from a DIP Lender becoming a Non-Consenting DIP Lender, the applicable assignee shall have
consented to the applicable amendment, waiver or consent.


 


A DIP Lender shall not be required to make
any such assignment and delegation if, prior thereto, as a result of a waiver by such DIP Lender or otherwise, the circumstances
entitling the Borrowers to require such assignment and delegation cease to apply.


 






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(c)            Termination
of DIP Lender’s Commitment. In the event that the Borrowers determine to terminate a DIP Lender’s Commitment pursuant
to this Section 2.12(c), the Borrowers shall have the right to terminate such DIP Lender’s Commitment and shall
give notice to such DIP Lender of the Borrowers’ election to terminate (a copy of such notice to be sent to the DIP Agent),
and such termination shall become effective on the date specified in such notice (which shall be 15 days after the date of such
notice, provided that if the 15th day after the date of such notice is not a Business Day, the date specified in such notice
shall be the first Business Day next succeeding such 15th day) unless such DIP Lender withdraws its demand or notice for increased
costs or additional amounts (if such a demand or notice is the basis for the proposed termination). On the date of the termination
of the Commitment of any DIP Lender pursuant to this Section 2.12(c), the Borrowers shall pay all amounts owed by the
Borrowers to such DIP Lender under this Agreement and under the Note payable to such DIP Lender (if any) (including principal of
and interest on the DIP Loans owed to such DIP Lender, accrued fees payable to such DIP Lender and amounts specified in such DIP
Lender’s notice and demand (if any) delivered pursuant to Section 2.07 with respect to the period prior to such
termination) and such DIP Lender shall thereupon cease to be a “DIP Lender” hereunder for all purposes and its
Commitment shall be deemed terminated, except that such DIP Lender’s rights under Section 2.07 and Section 9.04
shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a “DIP Lender”
hereunder.


 


Section 2.13     Certificates
of DIP Lenders. Without limitation of the requirements of Section 2.07(b),
any DIP Lender demanding or giving notice of amounts due to such DIP Lender under this Article II shall, as part of
each demand or notice for payment required under this Article II, deliver to the Borrowers (with a copy to the DIP
Agent) a certificate setting forth in reasonable detail the amount and basis of the increased costs or additional amounts payable
to such DIP Lender hereunder, and such certificate shall be conclusive and binding on the Borrowers in the absence of manifest
error.


 


Section 2.14     Defaulting
Lenders. If a DIP Lender becomes, and during the period it remains, a Defaulting Lender,
the following provisions shall apply with respect to such Defaulting Lender:


 


(a)            Defaulting
Lender Waterfall. Any amount paid by the Borrowers or otherwise received by the DIP Agent for the account of a Defaulting Lender
under this Agreement (whether on account of principal, interest, fees, indemnity payments or other amounts) will not be paid or
distributed to such Defaulting Lender, but will instead be retained by the DIP Agent in a segregated non-interest bearing account
until (subject to Section 8.10) the termination of the Commitments and payment in full of all obligations of the Borrowers
hereunder and will be applied by the DIP Agent, to the fullest extent permitted by law, to the making of payments from time to
time in the following order of priority: first to the payment of any amounts owing by such Defaulting Lender to the DIP
Agent under this Agreement, second to the payment of any amounts owing by such Defaulting Lender to any DIP Lender under
this Agreement, ratably among them in accordance with such amounts owed, third to the payment of post-default interest and
then current interest due and payable to the DIP Lenders hereunder other than Defaulting Lenders, ratably among them in accordance
with the amounts of such interest then due and payable to them, fourth to the payment of fees then due and payable to the
Non-Defaulting Lenders hereunder, ratably among them in accordance with the amounts of such fees then due and payable to them,
fifth to the ratable payment of other amounts then due and payable to the Non-Defaulting Lenders, and sixth after
the termination of the commitments and payment in full of all obligations of the Borrowers hereunder, to pay amounts owing under
this Agreement to such Defaulting Lender or as a court of competent jurisdiction may otherwise direct.


 






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(b)           Termination
of Defaulting Lender Commitment. The Borrowers may terminate the unused amount of the Commitment of a Defaulting Lender upon
not less than three Business Days’ prior notice to the DIP Agent (which will as soon as practicable notify the DIP Lender
thereof), and in such event the provisions of (a) will apply to all amounts thereafter paid by the Borrowers for the account
of such Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided
that such termination will not be deemed to be a waiver or release of any claim the Borrowers, the DIP Agent, or the non-defaulting
DIP Lenders may have against such Defaulting Lender.


 


Section
2.15     Additional
Borrowers; Relationship Among Borrowers; Joint and Several Liability.


 


(a)           At
the Lead Borrower’s election, the Lead Borrower may cause one or more of its wholly and directly owned Subsidiaries that
is formed in a Permitted Borrower Jurisdiction and is a Debtor to become a Borrower under this agreement by executing and delivering
to the DIP Agent


 


(i)            a
Borrower Counterpart, pursuant to which such Subsidiary shall be deemed to be a “Borrower” hereunder;


 


(ii)           (A) a
joinder to the U.S. Pledge and Security Agreement, (B) a joinder to the U.S. Guaranty, (C) if such Borrower is organized
in England and Wales, a joinder to the UK Debenture and (D) any other Loan Documents (or one or more joinders thereto) required
under the Collateral Principles to be entered into by a Borrower, in each case, prior to or concurrently with such Subsidiary becoming
a Borrower hereunder, substantially in the form of Loan Documents previously delivered to the DIP Agent and the DIP Lenders by
other Borrowers or Material Subsidiaries organized in the same jurisdiction, (x) pursuant to which such Subsidiary agrees
to be bound by the terms and provisions of any document delivered (or required to be delivered) to the DIP Agent and the DIP Lenders
pursuant to this Section 2.15 and (y) and which, in each case, shall be effective to create a valid and, subject
to the Collateral Principles, perfected security interest in the Collateral granted by such Borrower in favor of the DIP Agent,
for the benefit of the Secured Parties, under such Loan Documents; and


 


(iii)          (A) the
items identified in Section 3.01(b) with respect to each such Subsidiary, (B) legal opinions with respect
to such Subsidiary’s entry into this Agreement and the other Loan Documents or joinders, dated as of the date such Subsidiary
becomes a Borrower hereunder and addressed to the DIP Agent and the DIP Lenders and (C) if such Subsidiary is not organized
under the laws of a State of the United States of America, evidence of appointment by such Subsidiary of the Process Agent as its
domestic process agent.


 


(b)          All
obligations among one or more Borrowers under this Agreement shall be joint and several. Each Borrower (other than the Lead Borrower)
hereby irrevocably appoints the Lead Borrower as its agent for giving and receiving notices in connection with this Agreement and
each other Loan Document. Any notice which might otherwise be valid or effective only if given by some or all Borrowers, or by
any Borrower acting singly, shall be valid and effective if given only by the Lead Borrower, whether or not such other Borrower
joints therein. Any notice, demand, consent, acknowledgment, direction, certification or other communication delivered to the Lead
Borrower in accordance with the terms of this Agreement shall be deemed to have been delivered to each Borrower.


 






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(c)            Each
Borrower hereby accepts joint and several liability hereunder and under the other Loan Documents in consideration of the financial
accommodations to be provided by the DIP Agent and the DIP Lenders under this Agreement and the other Loan Documents, for the mutual
benefit, directly and indirectly, of each of the Borrowers and in consideration of the undertakings of the other Borrowers to accept
joint and several liability for the Obligations. Each of the Borrowers, jointly and severally, hereby irrevocably and unconditionally
accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to
the payment and performance of all of the Obligations, it being the intention of the parties hereto that all of the Obligations
shall be the joint and several obligations of each of the Borrowers without preferences or distinction among them. If and to the
extent that any of the Borrowers shall fail to make any payment with respect to any of the Obligations as and when due or to perform
any of the Obligations in accordance with the terms thereof, then in each such event, the other Borrowers will make such payment
with respect to, or perform, such Obligation. Subject to the DIP Order, the Obligations of each of the Borrowers under the provisions
of this Section 2.15(c) constitute the irrevocable, absolute and unconditional liability of each of the Borrowers,
irrespective of the value, genuineness, validity, regularity or enforceability of the obligations of any other Borrower under this
Agreement or any other Loan Document (collectively, the “Other Borrower Obligations”), or any substitution,
release or exchange of any other guarantee of or security for any of the Other Borrower Obligations, and, to the fullest extent
permitted by Applicable Law, irrespective of any other circumstance whatsoever which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor (other than a defense of indefeasible payment in full in cash and performance and
full discharge hereunder or thereunder (other than contingent indemnification obligations as to which no claim has been made) and
the expiration and termination of the Commitments of the DIP Lenders under this Agreement and the other Loan Documents), it being
the intent of this Section 2.15 and this Agreement that the obligations of each Borrower under this Agreement shall
be absolute and unconditional under any and all circumstances (other than indefeasible payment in full in cash and performance
and full discharge hereunder or thereunder (other than contingent indemnification obligations as to which no claim has been made)
and the expiration and termination of the Commitments of the DIP Lenders under this Agreement and the other Loan Documents). It
is expressly agreed that the DIP Agent and/or the Required DIP Lenders may, at the times and otherwise in accordance with the Loan
Documents, including the DIP Order, make demand for payment on or bring suit against any Borrower and/or any other party liable
for all or any portion of the Obligations, jointly or severally, or any one or more of such parties or less than all parties and
may compound with any Borrowers and any other guarantors or sureties of the Obligations for such sums or on such terms as the DIP
Agent and/or the Required DIP Lenders may see fit and release any of such parties from all further liability to the DIP Agent and
the DIP Lenders hereunder and may release any Collateral which now or hereafter may stand as security for the Obligations or any
portion thereof without thereby impairing the rights of the DIP Agent and the DIP Lenders in any respect to demand, sue for, and
collect the balance of the Obligations from any of such parties not so released. The provisions of this Section 2.15(c) shall
remain in effect until all of the Obligations shall have been paid in full or otherwise fully satisfied. Any Indebtedness of any
Credit Party permitted pursuant to clause (d) of the term Permitted Debt shall be subordinated to such Credit Party’s
Obligations until the indefeasible payment and satisfaction in full in cash of all Obligations and the expiration and termination
of the Commitments of the DIP Lenders under this Agreement and as more fully set forth in the U.S. Guaranty and the DIP Order.


 






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(d)            Each
Borrower hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Obligations (other than contingent
indemnification obligations as to which no claim has been made) and the expiration and termination of the Commitments of the DIP
Lenders under this Agreement and the other Loan Documents it shall not assert any claim and shall not exercise any right or remedy,
direct or indirect, whether by subrogation or otherwise, against any other Borrower or any other Guarantor of any of the Obligations
or any security for any of the Obligations (including in respect of any claims against any Borrower by reason of payments made
hereunder, which shall be subordinate to any Obligations then or subsequently owed by such Borrower to the DIP Agent and the DIP
Lenders).


 


Section 2.16     No
use of proceeds in Switzerland. Each Borrower and each other
Debtor shall ensure that at any time during the term of this Agreement no proceeds of any DIP Loan shall be on-lent or made otherwise
available, directly or indirectly, to any Swiss Subsidiary, or, will otherwise be used or made available, directly or indirectly
in each case in a manner which would constitute a "use of proceeds in Switzerland" (Mittelverwendung in der Schweiz)
resulting in a reclassification of the Agreement in a bond or debenture as interpreted by the Swiss Federal Tax Administration
for purposes of Swiss Withholding Tax, unless and until a written confirmation or countersigned tax ruling application from the
Swiss Federal Tax Administration has been obtained (in consultation with Required DIP Lenders’ tax counsel) confirming that
such use of proceeds is permitted without payments under any Loan Document becoming subject to Swiss Withholding Tax.


 


Section 2.17     Minimum
Interest Rate (Switzerland). The rates of interest provided in this Agreement are minimum
interest rates. When entering into this Agreement, the parties have assumed that the interest payable at the rates set out in Section 2.05
or in other Sections of this Agreement, if any, is not and will not become subject to Swiss Withholding Tax and is not expected
to become subject to Swiss Withholding Tax. This notwithstanding, if a Tax deduction is required by law in respect of any interest
payable by any Credit Party under a Loan Document and should it be unlawful for any Swiss Subsidiary to comply with paragraph (a) of
Section 2.09 for any reason, where this would otherwise be required by the terms of paragraph (a) of Section 2.09
then (i) the applicable interest rate in relation to such interest payment shall be the interest rate which would have applied
to that interest payment as provided for by Section 2.05 divided by one minus the rate at which the relevant Tax deduction
is required to be made under Swiss domestic tax law and/or applicable double taxation treaties (where the rate at which the relevant
Tax deduction is required to be made is for this purpose expressed as a fraction of one) and (ii) such Credit Party shall
(A) pay the relevant interest at the adjusted rate in accordance with the preceding paragraph (i) and (B) make the
Tax deduction on the interest so recalculated, and all references to a rate of interest under the Loan Documents shall be construed
accordingly. Notwithstanding anything in this Section 2.17, the DIP Lenders’ rights under any other provision of this
Agreement relating to Taxes shall remain in full force and effect.


 


Article III


CONDITIONS


 


Section 3.01     Conditions
Precedent to Effectiveness. The effectiveness of this Agreement and the other Loan Documents
(other than the Fee Letter) are subject to the satisfaction of the following (the day when all such conditions have been satisfied
or waived is herein referred to as the “Effective Date”):


 






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(a)           Loan
Documents. The DIP Agent shall have received the following with respect to the Lead Borrower and each Guarantor as of the Effective
Date that is not an Excluded Guarantor:


 


(i)             this
Agreement executed by the Lead Borrower, each DIP Lender and the DIP Agent;


 


(ii)            the
U.S. Guaranty, executed by such Guarantors;


 


(iii)           the
U.S. Pledge and Security Agreement, executed by such Guarantors;


 


(iv)           the
Notes (if any) payable to the order of the DIP Lenders that requested Notes prior to the Effective Date, respectively, executed
by the Lead Borrower;


 


(v)            the
Mortgages set forth on Schedule D;


 


(vi)           the
UK Debenture (England and Wales); and


 


(vii)          the
Vessel Security Agreement.


 


(b)           Certificates
of Authority. The DIP Agent shall have received a certificate of a Responsible Person of the Lead Borrower and each Guarantor
as of the Effective Date that is not an Excluded Guarantor:


 


(i)            certifying
that attached thereto is a true and complete copy of the certificate or articles of incorporation or other formation documents,
including all amendments thereto, of such Person as of the Effective Date;


 


(ii)            certifying
that the certificate or articles of incorporation or other formation documents of such Credit Party have not been amended since
the date of the last amendment thereto furnished pursuant clause (i) above;


 


(iii)           attaching
a certificate as to the good standing (if applicable in such jurisdiction) of such Person;


 


(iv)          certifying
that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or similar governing body)
of such Person, and where legally required, the shareholders of such Person, in each case authorizing the execution, delivery and
performance of the Loan Documents to which such Person is a party as of the Effective Date and that such resolutions have not been
modified, rescinded or amended and are in full force and effect; and


 


(v)            certifying
as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection
herewith on behalf of such Person.


 






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(c)           Legal
Opinions. The DIP Agent shall have received the customary opinions of Kirkland & Ellis LLP, United States counsel
for the Debtors, Seward & Kissel LLP, Marshall Islands and Liberian counsel for the Debtors Akin Gump Strauss Hauer &
Feld LLP, English counsel for the DIP Agent and local counsel legal opinions in each other applicable jurisdiction, from Debtors’
counsel or DIP Lenders’ counsel in such jurisdictions, according to the customary practice for such jurisdiction, in substance
reasonably acceptable to the DIP Agent and the Required DIP Lenders addressing customary matters including, due authorization,
capacity, consents, execution and delivery, status and incorporation, good standing (or the equivalent thereof, if any, in applicable
foreign jurisdictions), legal validity, no conflicts with organizational documents or applicable law, no registration or filings,
the enforceability of all Loan Documents entered into as of the Effective Date, and, where customary and applicable to the relevant
entities, 1940 Act, Regulation T, U and X, margin stock, the creation of security interests outside of the United States as of
the Effective Date, and enforcement of judgments.


 


(d)           “First
Day Orders” and “Second Day Orders”. All “first day orders” entered in the Chapter 11 Cases on
or about the time of commencement of the Chapter 11 Cases and all “second day orders” (if applicable) entered in the
Chapter 11 Cases on or about the time of the second day hearing, shall be reasonably satisfactory in form and substance to the
Required DIP Lenders.


 


(e)           DIP
Order. The Bankruptcy Court shall have entered an order satisfactory to the DIP Agent and the Required DIP Lenders, which shall
approve the DIP Facility, provide that the Obligations constitute Superpriority Claims and approve the granting to the DIP Agent
Liens securing the DIP Facility with the priority specified herein, and provide that any Subsidiary of any Borrower that becomes
a Debtor shall be bound by the terms of such order and the Loan Documents, which DIP Order shall not have been reversed, modified,
amended, appealed, stayed or vacated, except with respect to any amendments or modifications that have been consented to by the
Required DIP Lenders.


 


(f)            Cash
Management Order. The Bankruptcy Court shall have entered the Cash Management Order (which shall be in form and substance reasonably
satisfactory to the DIP Agent and the Required DIP Lenders), which Cash Management Order shall be in full force and effect and
shall not have been vacated, reversed, modified, amended or stayed.


 


(g)           Security
Interest. Subject to the entry of the DIP Order and to the Collateral Principles, the security interests created in favor of
the DIP Agent for the benefit of the Secured Parties under the Collateral Documents required to be delivered on or prior to the
Effective Date constitute first priority perfected security interests (subject only to Prepetition Permitted Liens and any recording,
registrations, filings or notices which may be required in connection with the UK Debenture or the U.S. Pledge and Security Agreement)
in the Collateral referred to therein to the extent that the creation, perfection or priority, as applicable, is governed by the
laws of the United States, any State thereof or any other jurisdiction under whose laws the Borrowers and the Material Subsidiaries
are required to take action as of the Effective Date pursuant to the Collateral Principles.


 


(h)           Lien
Searches. The DIP Agent shall have received the results of a recent Lien and judgment search in the relevant jurisdictions
in the United States for the Lead Borrower and each Guarantor.


 






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(i)            Initial
Approved Budget and Business Plan. The DIP Agent shall have received a DIP Budget, dated as of a date not more than five Business
Days prior to the Effective Date and covering the period beginning as of the week in which the Effective Date occurs through the
week commencing 13 weeks thereafter; which shall be reasonably acceptable to the Required DIP Lenders (the “Initial Approved
Budget”), dated as of a date not more than five Business Days prior to the Effective Date, and a business plan of the
Lead Borrower reflecting projected income statements, capital expenditures, and assets for the next four fiscal quarters following
the fiscal quarter during which the Effective Date occurs, reflecting such statements, expenditures and assets on quarterly basis
(the “Business Plan”), to the DIP Agent, which shall be in form and substance reasonably satisfactory to the
Required DIP Lenders (it being acknowledged and agreed that the Business Plan received by the DIP Agent on or about August 10,
2020 satisfies this condition in respect of the Business Plan);


 


(j)            Effective
Date. (i) The Effective Date shall have occurred on or prior to September 30, 2020 and (ii) the Lead Borrower
shall have not terminated the Commitment Letter and the Upfront Fee (as defined in the Commitment Letter) shall not be subject
to any challenge or motion to or other application;


 


(k)           Material
Litigation. As of the Petition Date, except as set forth on Schedule 3.01(k), there exists no Material Litigation.


 


(l)            Restrictions.
Other than the DIP Order, there shall not exist any law, regulation, ruling, judgment, order, injunction or other restraint that
prohibits, restricts or imposes a materially adverse condition on the DIP Facility or the exercise by the DIP Agent at the written
direction of the Required DIP Lenders of its rights as a secured party with respect to any Owned Rig that constitutes Collateral
and a material portion of the other Collateral.


 


(m)          No
Trustee Appointment. No trustee, examiner, or receiver having expanded powers (beyond those set forth under section 1106(a)(3) and
(4) of the Bankruptcy Code) shall have been appointed or designated with respect to any of the Debtors, their businesses,
properties or assets.


 


(n)           Representations
and Warranties. The representations and warranties under the Loan Documents shall be true and correct in all material respects
(or in the case of representations and warranties with a “materiality” or similar qualifier, true and correct in all
respects) (other than such representation and warranty that by its terms refers to a specified earlier date, in which case such
representation and warranty shall be true and correct in all material respects or all respects, as applicable, as of such earlier
date).


 


(o)           No
Default or Event of Default. No event has occurred and is continuing, or would result from such DIP Loan or the Borrowing of
which such DIP Loan is a part or from the application of the proceeds therefrom, which constitutes a Default, an Event of Default
or both.


 


(p)           Documentary
evidence that each Owned Rig:


 


(i)             is
registered in the name of the relevant owner under the flag as listed on Schedule 4.15 without encumbrances other than Permitted
Rig Liens; and;


 






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(ii)            which
is not in a laid-up status with its Approved Classification Society, maintains the Approved Classification with the Approved Classification
Society free of all overdue recommendations and conditions of the Approved Classification Society; and;


 


(q)           with
respect to any Owned Rig which is required to comply with the ISM Code and ISPS Code, copies of each such Owned Rig’s Safety
Management Certificate and ISSC and the Document of Compliance related thereto.


 


(r)            Know
Your Customer; USA Patriot Act. To the extent requested at least 10 Business Days prior to the Effective Date, the Lead Borrower
shall have delivered the documentation and other information to each DIP Lender that are required by regulatory authorities under
applicable “know your customer”, beneficial ownership and anti-money laundering rules and regulations, including
the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001), at least three Business Days prior to
the Effective Date.


 


(s)           Closing
Certificate. The DIP Agent and the DIP Lenders shall have received a certificate from the chief financial officer of the Lead
Borrower, directed to the DIP Agent and the DIP Lenders, certifying to compliance with the requirements of the truth of clauses
(n) and (o) above.


 


Section 3.02     Conditions
Precedent to All DIP Loans. The obligation of each DIP Lender to make DIP Loans (including
on the Effective Date) pursuant to the terms and conditions of this Agreement shall be subject to the satisfaction of the following
conditions precedent:


 


(a)           Representations
and Warranties. The representations and warranties under the Loan Documents shall be true and correct in all material respects
(or in the case of representations and warranties with a “materiality” or similar qualifier, true and correct in all
respects) immediately prior to, and after giving effect to, such funding (other than any such representation and warranty that
by its terms refers to a specified earlier date, in which case such representation and warranty shall be true and correct in all
material respects or all respects, as applicable, as of such earlier date);


 


(b)           Notice
of Borrowing. The DIP Agent shall have received a Notice of Borrowing from the Borrowers (without duplication of the requirements
set forth in Section 2.02(a), no later than five Business Days prior to the date of the requested Borrowing).


 


(c)           No
Default or Event of Default. No event has occurred and is continuing, or would result from such DIP Loan or the Borrowing of
which such DIP Loan is a part or from the application of the proceeds therefrom, which constitutes a Default, an Event of Default
or both; and


 


(d)           DIP
Order. The DIP Order shall have been entered and be in full force and effect and shall not have been vacated, reversed, modified,
amended, appealed or stayed in any respect, other than, with respect to any amendments or modifications, to the extent consented
to by the Required DIP Lenders.


 






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Section 3.03     Determinations
Under Section 3.02. For purposes of determining compliance with the conditions specified
in Section 3.02, each DIP Lender shall be deemed to have consented to, approved and accepted and to be satisfied with
each document or other matter required under Section 3.02 to be consented to or approved by or acceptable or satisfactory
to DIP Lender or the DIP Agent, unless both (i) an officer of the DIP Agent responsible for the transactions contemplated
by this Agreement shall have received written notice from such DIP Lender prior to such DIP Loan specifying its objection thereto
and (ii) such DIP Lender shall not have made available to the DIP Agent any portion of such DIP Loan.


 


Article IV


REPRESENTATIONS AND WARRANTIES


 


Each Borrower makes
each of the following representations and warranties on behalf of itself and its applicable Subsidiaries referred to in such representations
and warranties:


 


Section 4.01     Organization;
Powers; Consents and Approvals. The Lead Borrower is a public limited company validly
formed and validly existing under the laws of England and Wales. Each other Guarantor is duly organized, incorporated or validly
formed, validly existing and (if applicable) in good standing in each case under the laws of its jurisdiction of incorporation
or formation. Each Borrower and each Material Subsidiary has all requisite powers and all material governmental licenses, authorizations,
consents and approvals required in each case to carry on its business as now conducted and to enter into and perform its obligations
under the Loan Documents to which it is a party and no Jersey Loan Party is conducting or has conducted any unauthorised financial
services business for the purposes of the Financial Services (Jersey) Law 1998. Subject to any restrictions arising on account
of such Material Subsidiary’s status as a Debtor under the Bankruptcy Code, each Material Subsidiary has all requisite powers
and all material governmental licenses, authorizations, consents and approvals required in each case to carry on its business as
now conducted, except to the extent the failure to have such governmental licenses, authorizations, consents and approvals, could
not reasonably be expected to have a Material Adverse Change, and to enter into and perform its obligations under the Loan Documents
to which it is a party, if applicable.


 


Section 4.02     Authorization;
No Approvals; No Conflicts. Subject to any restriction arising on account of any Debtor’s
status as a Debtor under the Bankruptcy Code, any English Proceeding or any restriction on the Debtors as a result of any required
approvals of the Bankruptcy Court, the execution, delivery and performance by each Borrower and each Guarantor of each Loan Document
to which it is a party (a) are within each Borrower and each Guarantor’s powers, have been duly authorized by all necessary
action of each Borrower and each Guarantor, (b) require, in respect of each Borrower and each Guarantor, no action by or in
respect of (subject to the DIP Order), or filing with, any governmental body (other than such ordinary course of business filings
or other filings in from time to time that may be required to comply with the express requirements of the Loan Documents), agency
or official, (c) do not contravene, or constitute a default under, (i) any provision of law or regulation applicable
to each Borrower and each Guarantor, (ii) Regulation T, U or X issued by the Federal Reserve Board, (iii) its Bylaws,
Memorandum and Articles of Association, Articles of Incorporation, or other organizational or governing documents (in each case,
to the extent enforceable after the Petition Date) including, without limitation, in respect of any Jersey Loan Party, any consents
issued by the Jersey Financial Services Commission, (iv) any Material Contract or (v) any judgment, injunction, order,
decree or agreement binding (in each case, to the extent enforceable after the Petition Date) upon such Borrower or such Guarantor
except in a manner that could not reasonably be expected to have a Material Adverse Change, or (d) do not result in the creation
or imposition of any Lien (other than a Lien created in connection with this Agreement or any other Loan Document or other Liens
approved by order of the Bankruptcy Court) on any asset of each Borrower and each Guarantor or any of their Subsidiaries.


 






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Section 4.03     Due
Execution and Delivery; Enforceability. Subject to entry of the DIP Order, this Agreement,
each Note, and each other Loan Document to which each Borrower and each Guarantor is a party have been duly executed and delivered
by each Borrower and each Guarantor and constitute legal, valid and binding obligations of each Borrower and each Guarantor enforceable
against each Borrower and each Guarantor in accordance with their respective terms, except as the enforceability thereof may be
limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and by general principles of equity.


 


Section 4.04     Financial
Statements; No Material Adverse Change.


 


(a)           The
audited balance sheet of the Lead Borrower as of December 31, 2019, duly certified by the chief executive officer or the chief
financial officer of the Lead Borrower fairly presents in all material respects the financial condition of the Lead Borrower as
of such date and such balance sheet was prepared in accordance with GAAP, except as specifically noted therein.


 


(b)           The
unaudited balance sheet of the Lead Borrower as of June 30, 2020 and the related unaudited statements of income and cash flows
for the period from January 1, 2020 through June 30, 2020, certified by a financial or accounting officer of the Lead
Borrower fairly present in all material respects, in conformity with GAAP except as otherwise expressly noted therein, the financial
position of the Lead Borrower as of such date and its results of operations and changes in financial position for such period,
subject to changes resulting from audit and normal year-end adjustments.


 


(c)           Since
December 31, 2019, there has been no Material Adverse Change.


 


Section 4.05     Litigation.
Other than any English Proceeding or as disclosed in Schedule 3.01(k), there has been no Material
Litigation pending against any Credit Party or any Subsidiary of a Credit Party, or to the knowledge of any Credit Party threatened
against such Credit Party or any of its Subsidiaries, before any court or arbitrator or any governmental body, agency or official
in which there is a reasonable possibility of an adverse decision which could reasonably be expected to have a Material Adverse
Change or affect the legality, validity or enforceability of the Loan Documents.


 


Section 4.06     ERISA.
No Termination Event or Non-U.S. Plan Event has occurred or is reasonably expected to occur that
could reasonably be expected to cause a Material Adverse Change. Neither any Credit Party nor any ERISA Affiliate has received
any notification (or has knowledge of any reason to expect) that any Multiemployer Plan is in reorganization or has been terminated,
within the meaning of Title IV of ERISA, for which a Withdrawal Liability exists that could reasonably be expected to cause a Material
Adverse Change.


 






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Section 4.07     Sanctions;
Anti-Terrorism Laws; Anti-Money Laundering Laws; Anti-Corruption Laws.


 


(a)           No
part of the proceeds of the DIP Loans will be used to fund any operations in, finance any investments or activities in or with,
or make any payments to, a Sanctioned Person in any manner that would result in any violation by any Person (including any DIP
Lender or the DIP Agent) of the Trading with the Enemy Act of 1917 (50 U.S.C. app. §§ 1-44), as amended, or the
statutes, regulations, rules, and executive orders administered by OFAC, or any other sanctions program administered by (x) the
United States of America or the United Kingdom or (y) to the extent any such sanctions program does not contradict applicable
legislation of the United States of America or the United Kingdom including without limitation applicable sanctions, embargoes,
or anti-boycott regulations, the European Union or the United Nations.


 


(b)           Neither
the Borrowers nor any Subsidiary, nor to the knowledge of the Borrowers, any director, officer, or employee of the Borrowers or
any Subsidiary (i) is, or will become, or is controlled by, a Sanctioned Person or (ii) engages or will engage in any
dealings or transactions, or is or will be otherwise associated, with any such Sanctioned Person that would result in any violation
of the International Emergency Economic Powers Act (50 U.S.C. §§ 1701-07) or the Trading with the Enemy Act of 1917
(50 U.S.C. §§ 1-44), as amended, or the statutes, regulations, rules, and executive orders administered by OFAC,
or any other sanctions program administered by (x) the United States of America or the United Kingdom or (y) to the extent
any such sanctions program does not contradict applicable legislation of the United States of America or the United Kingdom including
without limitation applicable sanctions, embargoes, or anti-boycott regulations, the European Union or the United Nations.


 


(c)           Each
Borrower and its Subsidiaries is in compliance with any laws or regulations applicable to it relating to money laundering or terrorist
financing including, without limitation the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America
by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot
Act); Laundering of Monetary Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified
Unlawful Activity, 18 U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations,
31 C.F.R. Part 103; and any similar laws or regulations currently in force or hereafter enacted, except to the extent that
failure to comply with such laws or regulations could not reasonably be expected to have a Material Adverse Change.


 


(d)           Each
Borrower and each of its Subsidiaries has conducted its business in compliance with all applicable anti-corruption laws, including
without limitation the UK Bribery Act and the FCPA, except to the extent that failure to comply with such laws could not reasonably
be expected to have a Material Adverse Change. No any part of the proceeds of the DIP Loans has been or will be used, directly
or knowingly indirectly, in violation of the FCPA, the UK Bribery Act, or any other applicable anti-corruption law, including for
any payments to any governmental official or employee, political party, official of a political party, candidate for political
office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage.


 






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(e)           Except
as otherwise disclosed in the Lead Borrower’s Form 10-K filed with the U.S. Securities and Exchange Commission for the
fiscal year ended December 31, 2019, neither any Borrower nor any of its Subsidiaries is the subject of any investigation,
inquiry or enforcement proceedings by any governmental, administrative or regulatory body regarding any offense or alleged offense
under any anti-corruption, anti-terrorism or anti-money laundering laws in which there is a reasonable possibility of an adverse
decision which could reasonably be expected to have a Material Adverse Change or affect the legality, validity or enforceability
of the Loan Documents, and no such investigation, inquiry or proceeding is pending or, to the knowledge of any Credit Party, has
been threatened.


 


Sanctions-related representations and warranties
contained in this Section 4.07 shall only be given by the Borrowers and their Subsidiaries and apply for the benefit
of a DIP Lender or DIP Agent to the extent that such representations and warranties would not result in any violation of, or conflict
with EU Regulation (EC) 2771/96 and implementing legislation of any Member State of the EU or the UK.


 


Section 4.08     Taxes.
Except to the extent prohibited by the Bankruptcy Code and not otherwise authorized by the Bankruptcy
Court, the Borrowers and the Guarantors have filed all Federal, material state and other material Tax returns (or their equivalent),
which to the knowledge of such Credit Party, are required to be filed by them and have paid or provided for the payment, before
the same become delinquent, of all Taxes due pursuant to such returns (or their equivalent) or pursuant to any assessment received
by any Credit Party or any Material Subsidiary, other than (a) those Taxes contested in good faith by appropriate proceedings
or (b) those Taxes the non-payment of which could not reasonably be expected to have a Material Adverse Change. The charges,
accruals and reserves on the books of the Credit Parties and their Material Subsidiaries in respect of Taxes are, in the opinion
of the Borrowers, adequate to the extent required by GAAP, and no tax liabilities in excess of the amount so provided are anticipated
that would reasonably be expected to result in a Material Adverse Change. No deduction or withholding in respect of Taxes imposed
by or for the account of the United Kingdom or, to the knowledge of any Borrower, any other jurisdiction in which any Borrower
is incorporated or tax resident or through which a payment to any Recipient will be made, is required to be made from any payment
to a Recipient by or on account of any Borrower hereunder, under the Notes (if any) or any other Loan Document. Each Jersey Loan
Party is an “international services entity” within the meaning of the Goods and Services Tax (Jersey) Law 2007 and
charged to income tax in Jersey at a rate of zero per cent. under the Income Tax (Jersey) Law 1961.


 


Section 4.09     Investment
Company Act. Neither any Borrower nor any Guarantor is required to be registered as an
 “investment company”, nor is it a company “controlled” by an “investment company”, as those
terms are defined in the Investment Company Act of 1940, as amended.


 


Section 4.10     Margin
Regulations. Neither any Borrower nor any of its Subsidiaries is engaged in the business
of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X of the Federal
Reserve Board). Margin stock (within the meaning of Regulation T, U or X of the Federal Reserve Board) comprises less than 25%
of the assets (including any Equity Interests held in treasury) of the Borrowers and their Subsidiaries, taken as a whole.


 






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Section 4.11     No
Event of Default. No Event of Default has occurred and is outstanding.


 


Section 4.12     Compliance
with Laws; Environmental Laws. Each Borrower and each of the Subsidiaries have been and
are in compliance in all respects with all Applicable Laws, rules, regulations, orders and decrees applicable to it or to its Property,
including all applicable Environmental Laws, except to the extent that failure to comply with such laws could not reasonably be
expected to have a Material Adverse Change or as otherwise permitted by an order of the Bankruptcy Court. There is (a) no
outstanding written allegation received by any Borrower or any of its Subsidiaries from government officials or other third parties
that any Borrower or any of its Subsidiaries or any of their respective Properties is now, or at any time prior to the Effective
Date was, in violation of any applicable Environmental Law, (b) no administrative or judicial proceeding pending against any
of the Borrowers or any of their Subsidiaries, including with respect to any of their respective Properties pursuant to any Environmental
Law, and (c) no written Environmental Claim outstanding against any of the Borrowers or any of their Subsidiaries relating
to any of their respective Properties, businesses or operations which was asserted pursuant to any Environmental Law, that, in
the case of all matters described in clauses (a), (b), or (c) above in the aggregate, could reasonably be expected to have
a Material Adverse Change.


 


Section 4.13     Insurance;
Title to Properties. The Borrowers and their Material Subsidiaries (a) have good,
valid and indefeasible title to their respective material Properties and to all material Property reflected by the balance sheet
referred to in Section 4.04(a) as being owned by the Borrowers and their Material Subsidiaries, in each case free
and clear of all Liens except Permitted Liens and (b) maintain insurance in compliance with Section 5.04.


 


Section 4.14     Accuracy
of Information. As of the Effective Date, all information prepared or furnished by or
on behalf of any Credit Party and delivered to the DIP Lenders in writing in connection with the Commitment Letter, this Agreement
or the consummation of the transactions contemplated hereunder or thereunder (in each case, taken as a whole), other than any information
of a general economic or industry specific nature, did not, as of the time of delivery of such information, contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein or herein not
misleading, other than information of a general economic or industry nature; provided, however, that, to the extent
any such information was based upon, or constituted, a forecast or projection, such Credit Party represents only, in respect of
such projection or forecast, that it acted in good faith and utilized reasonable assumptions and due care in the preparation of
such information.


 


Section 4.15     Owned
Rigs. As of the Effective Date, Schedule 4.15 contains an accurate list of all
Owned Rigs and each Owned Rig is owned by a Loan Party (other than a Loan Party that is formed in an Excluded Jurisdiction and
Ensco Thailand). As of the Effective Date, the Loan Parties are qualified to own each Owned Rig owned by such person under the
laws of the jurisdiction where such Owned Rig is registered as of the Effective Date and no Loan Party operates any Owned Rig in
any jurisdiction in which it is not qualified to operate such Owned Rig, as applicable.


 






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Section 4.16     Pari
Passu Obligations. Subject to Section 5.18, the obligations of the Borrowers
under this Agreement and the other Loan Documents to which it is a party rank and will rank at least pari passu in priority
of payment and in all other respects with all other Debt of the Borrowers.


 


Section 4.17     Beneficial
Ownership Certificate. As of the Effective Date, the information included in any Beneficial
Ownership Certification delivered by or on behalf of the Borrowers to a DIP Lender on or before the Effective Date is true and
correct in all respects.


 


Section 4.18     Prepetition
Permitted Liens. As of the Effective Date, no Liens, other than Prepetition Permitted
Liens, encumber any asset of the Credit Parties constituting Collateral.


 


Section 4.19     Rowan
Rex.Neither Rowan Rex nor any of its Affiliates are in material breach of or have defaulted
in performance of any material covenants under the ARO JV Agreement (other than as may arise in connection with the filing of the
Chapter 11 Cases or any English Proceeding).


 


Section 4.20     Ownership
of Subsidiaries. Set forth on Schedule 4.20 is a complete and accurate list showing,
as of the Effective Date, all Subsidiaries of the Lead Borrower. The owner and percentage of ownership of each Subsidiary as of
the Effective Date is set forth on such schedule.


 


Article V


AFFIRMATIVE COVENANTS


 


Each Borrower covenants and agrees that
so long as any DIP Loans shall remain unpaid or any Obligation shall remain outstanding or any DIP Lender shall have any Commitment
hereunder, such Borrower will (and will cause its applicable Subsidiaries referred to in the following covenants), unless the Required
DIP Lenders shall otherwise consent in writing:


 


Section 5.01     Reporting
Requirements. Furnish each of the following to the DIP Agent (which in the case of clause
(k) of this Section 5.01, may be satisfied by delivery thereof to the financial or legal advisors to the DIP
Lenders):


 


(a)           as
soon as available and in any event within 60 days after the end of each of the first three quarters of each fiscal year of the
Lead Borrower, the Consolidated balance sheet of the Lead Borrower and its Subsidiaries as at the end of such quarter and the Consolidated
statements of earnings and cash flows of the Lead Borrower and its Subsidiaries for the period commencing at the end of the previous
fiscal year and ending with the end of such quarter, setting forth, in comparative form, the corresponding figures for the corresponding
period of the preceding fiscal year, all in reasonable detail and duly certified by the chief financial officer (or the equivalent)
of the Lead Borrower as having been prepared in accordance with GAAP, subject, however, to year-end audit adjustments and accompanied
by customary management discussion and analysis, together with a compliance certificate of such officer, in substantially the form
of Exhibit C hereto; provided that the requirements of this Section 5.01(a) with respect to
the delivery of financial statements shall be deemed satisfied by publicly filing the Borrower’s Form 10-Q for such
fiscal quarter with the Securities and Exchange Commission, and such financial statements shall be deemed to have been delivered
to the DIP Agent under this Section 5.01(a) on the date such Form 10-Q has been posted on either (1) the
Borrower’s website or (2) the Securities and Exchange Commission website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm
or such successor webpage of the Securities and Exchange Commission thereto;


 






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(b)           as
soon as available and in any event not later than 120 days after the end of each fiscal year of the Lead Borrower (unless as a
result of or in connection with circumstances related to the COVID-19 pandemic, such period is extended beyond 120 days pursuant
to applicable U.S. securities laws, rules, or regulations or SEC guidelines, in which case such deadline will be extended to such
later date beyond 120 days as set forth in the extension granted by the SEC), copies of the audited Consolidated balance sheet
of the Lead Borrower and its Subsidiaries as at the end of such fiscal year and audited Consolidated statements of earnings and
cash flows of the Lead Borrower and its Subsidiaries for such fiscal year, all reported on by KPMG LLP or other independent certified
public accountants of recognized national standing acceptable to the Required DIP Lenders and accompanied by a customary management’s
discussion and analysis, together with a compliance certificate of the chief financial officer (or the equivalent) of the Lead
Borrower, in substantially the form of Exhibit C hereto; provided that the requirements of this Section 5.01(b) with
respect to the delivery of financial statements shall be deemed satisfied by publicly filing the Borrower’s Form 10-K
for such fiscal year with the Securities and Exchange Commission, and such financial statements shall be deemed to have been delivered
to the DIP Agent under this Section 5.01(b) on the date such Form 10-K has been posted on the Securities
and Exchange Commission website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm or such successor webpage of
the Securities and Exchange Commission thereto;


 


(c)           promptly
after the sending or filing thereof, copies of all reports which the Lead Borrower sends to its shareholders as such, and copies
of all reports and registration statements which the Lead Borrower or any of its Subsidiaries files with the Securities and Exchange
Commission, or any Governmental Authority succeeding to the functions of said Commission, or with any national securities exchange;
provided that the requirements of this Section 5.01(c) shall be deemed satisfied by publicly filing such
documents with the Securities and Exchange Commission, and such documents shall be deemed to have been delivered to the DIP Agent
under this Section 5.01(c) on the date such documents have been posted on either (i) the Borrower’s
website or (ii) the Securities and Exchange Commission website accessible through http://www.sec.gov/edgar/searchedgar/webusers.htm
or such successor webpage of the Securities and Exchange Commission thereto;


 


(d)           promptly
after any Responsible Person or the general counsel of the Lead Borrower obtains knowledge thereof, a copy of any written notice,
complaint, request for information under any Environmental Law, summons or citation received from the EPA, or any other domestic
or foreign governmental agency or instrumentality, federal, state or local, in any way concerning any action or omission on the
part of any Borrower or any of its present or former Subsidiaries in connection with Hazardous Materials or any Environment Law
if the amount involved could reasonably be expected to result in a liability of the Borrowers and their Subsidiary in excess of
$25,000,000 in the aggregate, or concerning the filing of an environmental Lien upon property of the Borrowers and their Subsidiaries
with a value in excess of $25,000,000 in the aggregate, wherever located;


 






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(e)           promptly
after any Responsible Person or the general counsel of any Borrower or any Subsidiary obtains knowledge thereof, notice of:


 


(i)             any
material violation of, noncompliance with, or remedial obligations under, any Environmental Law;


 


(ii)            any
material release or threatened material release of Hazardous Materials affecting or migrating from any property owned, leased or
operated by any of the Borrowers or any of their Subsidiaries (including but not limited to any Rig) in material violation of,
or which could reasonably be expected to give rise to material liability under any Environmental Law;


 


(iii)           any
(1) Insurance/Condemnation Event (resulting in proceeds in excess of $500,000) or a Total Loss, (2) any individual Specified
Asset Sale resulting in proceeds in excess of $500,000 or (3) any Requisition;


 


(iv)          the
institution of any litigation which could reasonably be expected to cause a Material Adverse Change;


 


(v)           any
condition or event which could reasonably be expected to cause a Material Adverse Change; and


 


(vi)          any
material requirement or recommendation made in relation to an Owned Rig by any insurer or Approved Classification Society or by
any competent authority which is not complied with in accordance with reasonable commercial practices;


 


which notice shall specify the nature and
period of existence thereof and specify the notice given or action taken by such Person and the nature of any such claimed default,
event or condition


 


(f)            as
soon as possible and in any event within five Business Days after a Responsible Person of any Borrower having obtained knowledge
thereof, notice of the occurrence of any Event of Default or any Default, in each case continuing on the date of such notice, and
a statement of the chief executive officer, chief financial officer, or treasurer (or their equivalent) of the Lead Borrower setting
forth details of such Event of Default or Default and the action which the Borrowers have taken and propose to take with respect
thereto;


 


(g)           promptly,
and in any event (i) within 30 Business Days after any Borrower or any ERISA Affiliate knows or has reason to know that any
Termination Event described in clause (a) of the definition of Termination Event with respect to any Covered Plan for
which an Insufficiency in excess of $25,000,000 exists, has occurred and (ii) within 10 Business Days after any Borrower or
any ERISA Affiliate knows or has reason to know that any other Termination Event for which an Insufficiency in excess of $25,000,000
exists, has occurred or is reasonably expected to occur, a statement of the chief executive officer, chief financial officer, chief
accounting officer, or treasurer of the Lead Borrower describing such Termination Event and the action, if any, which the Borrowers
or such ERISA Affiliate proposes to take with respect thereto;


 






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(h)           promptly,
and in any event within 10 Business Days after any Borrowers or any ERISA Affiliate knows or has reason to know of the occurrence
of any Non-U.S. Plan Event with respect to which liability to the Borrowers or any ERISA Affiliate in excess of $25,000,000 exists
or reasonably could be expected to occur, a statement of the chief executive officer, chief financial officer, chief accounting
officer, or treasurer of the Lead Borrower describing such Non-U.S. Plan Event and the action, if any, which the Borrowers or such
ERISA Affiliate propose to take with respect thereto;


 


(i)            promptly,
and in any event within five Business Days after receipt thereof by the Borrowers or any ERISA Affiliate, copies of each notice
received by the Borrowers or any ERISA Affiliate from the PBGC stating its intention to terminate any Covered Plan for which an
Insufficiency in excess of $25,000,000 exists or to have a trustee appointed to administer any Covered Plan for which an Insufficiency
in excess of $25,000,000 exists;


 


(j)            promptly,
and in any event within five Business Days after receipt thereof by the Borrowers or any ERISA Affiliate from the sponsor of a
Multiemployer Plan, a copy of each notice received by the Borrowers or any ERISA Affiliate indicating liability in excess of $25,000,000
incurred or expected to be incurred by the Borrowers or any ERISA Affiliate in connection with (i) the imposition of a Withdrawal
Liability by a Multiemployer Plan, (ii) the determination that a Multiemployer Plan is, or is expected to be, in reorganization
within the meaning of Title IV of ERISA, or (iii) the termination of a Multiemployer Plan within the meaning of Title IV of
ERISA;


 


(k)            promptly
after the occurrence of any event which would cause Borrower or an ERISA Affiliate to create or suffer any Funding Liabilities
which could reasonably be expected to cause a Material Adverse Change, notice thereof;


 


(l)            no
later than the last Business Day of every four-week period, commencing on the last Business Day of the fourth week beginning after
the week in which the Effective Date occurs, a DIP Budget, covering the subsequent consecutive 13 weeks, beginning with the week
in which such DIP Budget is delivered (each such subsequent DIP Budget delivered after the Initial Approved Budget, a “Budget
Update”) in form and substance consistent with the Initial Approved Budget, and otherwise approved by the Required DIP
Lenders, which approval may be granted by electronic mail from the financial or legal advisors to the DIP Lenders (it being acknowledged
and agreed that if the Required DIP Lenders do not object to any such Budget Update within five days of delivery thereof in accordance
with this clause (l), the Budget Update shall be deemed to be approved by the Required DIP Lenders) (any Budget Update approved
(or deemed approved), an “Approved Budget Update”); provided, that if a Budget Update is not approved
(or deemed approved) by the Required DIP Lenders, the Approved Budget in effect immediately prior to the delivery of the most recent
Budget Update shall continue to govern for purposes of the Budget Variance Report and each of the Borrowers, the DIP Agent, and
the Required DIP Lenders (and their respective counsels and advisors) shall work together in good faith to establish a Budget Update
that is an Approved Budget Update for the same 13-week period (any such Approved Budget Update, together with the Initial Approved
Budget, the “Approved Budget” in respect of the periods covered thereby). The Borrowers may deliver an updated
Initial Approved Budget on the last Business Day of the week during which the Effective Date occurs, which updated Initial Approved
Budget shall, following such delivery, be the “Initial Approved Budget” for all purposes under this Agreement,
if the Effective Date occurs on a Monday or a Tuesday.


 






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(m)           no
later than the last Business Day of every two-week period, commencing on the last Business Day of the second week beginning after
the week in which the Effective Date occurs (such that, for the avoidance of doubt, beginning with the second such report, a report
is delivered during the same week in which a Budget Update has been or will be delivered), a budget variance report (each, a “Budget
Variance Report”) for the immediately preceding four-week period (or such other period, with respect to the first and
second Budget Variance Reports, beginning on the Effective Date and ending on the Saturday last ended prior to the date the first
and second Budget Variance Reports, as applicable, is delivered) (i) showing for such Test Period actual total disbursements
on a weekly and cumulative basis and in the same form as the Approved Budget, (ii) noting therein cumulative variances from
projected disbursements set forth for such Test Period in the Approved Budget in effect during such Test Period (which shall be,
for the avoidance of doubt, the Approved Budget delivered in the first week of such Test Period in accordance with clause (k) above)
and (iii) explaining all material variances (meaning variances in excess of 10% in actual disbursements unless the Dollar
amount corresponding to such percentage variance is less than $1,000,000) in reasonable detail for such Test Period;


 


(n)           concurrently
with the delivery of a Budget Variance Report on a Test Date, the Borrowers shall deliver to the DIP Agent a certification of compliance
with the financial covenant set forth in Section 6.01 for such Test Date, certified by a Responsible Person of the
Lead Borrower, and in substantially the form of Exhibit D hereto or such other form reasonably satisfactory to the
advisors to the DIP Agent and the Required DIP Lenders; provided, however that the amount of any Investments in and
contributions to non-Guarantor Subsidiaries, Excluded Guarantors and Joint Ventures, made in accordance with sub-clauses (x) and
(y) of clause (b) of the definition of “Permitted Investments” shall be deemed to be Permitted
Variances and, to the extent not set forth in the Approved Budget, shall not be included in the calculation of variances to determine
compliance with the financial covenant set forth in Section 6.01; and


 


(o)           If
requested by DIP Agent, the Borrowers shall participate in telephonic conference calls with the DIP Agent and the DIP Lenders (at
a time and date mutually agreed upon by the Borrowers, the DIP Agent and the Required DIP Lenders) to discuss and analyze cash
flow and the related financial forecast of the Credit Parties, the financial condition, liquidity and results of operations of
each of the Credit Parties and the status of the Chapter 11 Cases; provided that (i) such conference calls shall
not be more frequent than one conference call per calendar month; (ii) unless otherwise consented to by the Borrowers, the
conference call shall not occur earlier than 3 Business Days following DIP Agent’s request therefor; and (iii) the parties
respective professional advisors may attend such calls; provided, further, that notwithstanding the foregoing, the
requirement set forth in this Section 5.01 may be satisfied with an earnings call held for the benefit of the Lead
Borrower’s securities holders that is open to the DIP Lender.


 


Documents required
to be delivered pursuant to this Section 5.01 hereof, may be delivered electronically and if so delivered, shall be
deemed to have been delivered on the date (1) on which the Lead Borrower posts such documents, or provides a link thereto
on the Lead Borrower’s website on the Internet and to which each Lender and the DIP Agent have access; or (2) on which
such documents are posted on the Lead Borrower’s behalf on an Internet or intranet website, if any, to which each Lender
and the DIP Agent have access (whether a commercial, third-party website or whether sponsored by the DIP Agent); provided
that: (1) the Lead Borrower shall deliver paper copies of such documents to any DIP Lender that requests the Lead Borrower
to deliver such paper copies to such DIP Lender until a written request to cease delivering paper copies is given by the DIP Agent
or such DIP Lender and (2) the Lead Borrower shall notify (which may be by facsimile or electronic mail) the DIP Agent and
each DIP Lender of the posting of any such documents and provide to the DIP Agent and the DIP Lenders by electronic mail electronic
versions (i.e., soft copies) of such documents.


 






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Further, without limiting its requirement
to make other disclosures required by law, the Lead Borrower shall continue to file all reports required under the Exchange Act,
including, without limitation, reports under Forms 10-K, 10-Q and 8-K.


 


Section 5.02     Compliance
with Laws, Payment of Taxes, Material Obligations. Except to the extent prohibited by
the Bankruptcy Code and not otherwise authorized by the Bankruptcy Court, subject to the DIP Order, comply, and cause all Subsidiaries
to comply, with all Applicable Laws, rules, regulations and orders ((including, without limitation, Environmental Laws, ERISA,
the ISM Code (as applicable) and the ISPS Code (as applicable)) to the extent noncompliance therewith would have a Material Adverse
Change, such compliance to include the paying before the same become delinquent of all material Taxes, assessments and governmental
charges imposed upon it or upon its property in accordance with the Approved Budget (subject to Permitted Variance); provided,
that the payment of Taxes shall be in accordance with the Approved Budget and any such payment not provided for in the Approved
Budget then in effect shall constitute a variance, except to the extent contested in good faith or to the extent adequate reserves
are maintained by any of the Borrowers or any of their Subsidiaries in respect thereof in accordance with GAAP; provided,
further, that the Debtors may also pay tax assessments and governmental charges that were unforeseen as determined by the
Debtors in their reasonable business judgment based on prior past practice, regardless of whether such amounts have been provided
for in the Approved Budget then in effect (provided that any such payment not provided for in the Approved Budget then in
effect shall constitute a variance to such applicable Approved Budget), in each case except to the extent contested in good faith
and with respect to which adequate reserves are maintained.


 


Section 5.03     Use
of Proceeds.


 


(a)           Use
the proceeds of the DIP Loans to (i) provide working capital to the Borrowers and their Subsidiaries and for other general
corporate purposes, in each case, as provided for in the then applicable Approved Budget (subject to the Permitted Variance), (ii) pay
interest, fees, costs and expenses related to the DIP Facility (including the fees, costs, disbursements and expenses of the DIP
Agent and the DIP Lenders and their counsel and financial advisors, consultants and other professionals), (iii) pay the fees,
costs and expenses of the estate professionals retained in the Chapter 11 Cases and approved by the Bankruptcy Court as provided
for in the then applicable Approved Budget, (iv) make all permitted payments of costs of administration of the Chapter 11
Cases (including funding the Carve-Out), (v) pay such prepetition expenses as are consistent with the Approved Budget (subject
to the Permitted Variance) and approved by the Bankruptcy Court, (vi) to fund the reasonable activities, costs and fees in
respect of any English Proceeding, including those of any administrators appointed thereby (including by funding into a bank account
held by the administrators such amounts required by the administrators to undertake this role), and (vii) make any other payments
permitted by the then applicable Approved Budget.


 






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(b)           Each
Borrower and each other Debtor shall ensure that at any time during the term of this Agreement no proceeds of any DIP Loan shall
be on-lent or made otherwise available, directly or indirectly, to any Swiss Subsidiary, or, will otherwise be used or made available,
directly or indirectly in each case in a manner which would constitute a "use of proceeds in Switzerland" (Mittelverwendung
in der Schweiz) resulting in a reclassification of the Agreement in a bond or debenture as interpreted by the Swiss Federal
Tax Administration for purposes of Swiss Withholding Tax, unless and until a written confirmation or countersigned tax ruling application
from the Swiss Federal Tax Administration has been obtained (in consultation with Required DIP Lenders’ tax counsel) confirming
that such use of proceeds is permitted without payments under any Loan Document becoming subject to Swiss Withholding Tax.


 


Section 5.04     Maintenance
of Insurance. Maintain and cause its Subsidiaries to maintain insurance with responsible
and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties as the Borrowers or such Subsidiary, and that reflects customary industry practices
for companies engaged in similar businesses and owning similar properties as the Borrowers or such Subsidiary as such customary
industry practices change from time to time, with additional coverage as may be required by Governmental Requirements from time
to time, including without limitation in connection with deepwater operations; provided that:


 


(a)           Such
insurance must include, without limitation, (i) protection and indemnity coverage (or equivalent) which shall include both
primary and excess liability coverage (which primary and excess liability coverage shall insure against losses from any pollution
condition, if available at a reasonable cost), (ii) standard marine war risk (including piracy, terrorism and confiscation)
insurances, and (iii) hull and machinery coverage for all material Owned Rig assets, which hull and machinery coverage shall
provide for insured values in the aggregate of not less than the aggregate net book value of all such material Owned Rig assets
as reported in the most recent financial statements delivered under Section 5.01(a) or Section 5.01(b);
provided, however that nothing in this Section 5.04 shall apply to any Owned Rig that is leased to ARO,
or any Owned Rig that is separately insured in any jurisdiction due to local regulation or customer requirements, so long as the
aggregate of other insured values are not less than the aggregate net book value of all such other material owned Rig assets as
reported in the most recent financial statements delivered under Section 5.01(a) and Section 5.01(b).


 


(b)           self-insurance
by the Borrowers or any Subsidiary shall not be deemed a violation of this Section 5.04 so long as such self-insurance
is reasonable and prudent considering the Borrower’s and its Subsidiaries’ business, properties and loss history, applicable
Governmental Requirements, and applicable customary industry practices (including without limitation those in connection with deepwater
operations), in each case as they change from time to time;


 


(c)           any
Borrower may maintain its Subsidiaries’ insurance on behalf of them; and


 


(d)           use
its commercially reasonable efforts to, within 60 days (subject to extensions agreed upon by the Required DIP Lenders (consent
not to be unreasonably withheld, delayed or conditioned)) of the Effective Date: (i) unless otherwise waived by the Required
Lenders, cause all such insurance with respect to Collateral to name the DIP Agent as mortgagee and, as applicable, security trustee
(in the case of hull and machinery and real property insurance) or additional insured or assured on behalf of the Secured Parties
(in the case of liability insurance) or loss payee (in the case of property insurance and hull and machinery insurance), as applicable
and (ii) deliver to the DIP Agent certificates evidencing insurance and corresponding loss payee and/or additional insured
endorsements as described in clause (i); provided that in each case such insurances shall provide that the DIP Agent shall
have no obligation or liability with respect to premiums, calls or any other contributions.


 






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Section 5.05     Preservation
of Corporate Existence, Etc. Except as permitted in Section 6.04, preserve
and maintain its, and cause its Subsidiaries to preserve and maintain their, legal existence, rights (charter, if applicable, and
statutory) and franchises and qualify and remain qualified as a foreign corporation or other entity in each jurisdiction in which
qualification is legally required; provided that this Section 5.05 shall not require (a) the Borrowers
or any Subsidiary to preserve any right or franchise if the Borrowers or such Subsidiary shall determine that the preservation
thereof is no longer desirable in the conduct of the business of the Borrowers or such Subsidiary, and that the loss thereof is
not disadvantageous in any material respect to the DIP Lenders or (b) Subsidiaries that are not Guarantors to preserve their
legal existence if the failure to preserve the same could not reasonably be expected to materially affect the interests of the
DIP Lenders under the Loan Documents or affect the rights and interests of any of them in the Collateral.


 


Section 5.06     Visitation
Rights. At any reasonable time and from time to time as often as reasonably requested,
after five Business Days’ notice or, in the case of a visit to an Owned Rig, 10 Business Days’ notice, permit the DIP
Agent or any of the DIP Lenders or any agents or representatives thereof, (a) to examine the records and books of account
of the Borrowers and any of the Subsidiaries, at the principal office of the Borrowers during normal business hours, (b) to
visit, survey and inspect the properties (including any Owned Rig) of the Borrowers and any of the Subsidiaries, (c) to make
copies of such records and books, and (d) to discuss the affairs, finances, and accounts of the Borrowers and any of the Subsidiaries
with, and be advised as to the same by, any of their respective accountants, advisers, officers or directors; provided that
(i) any such visit to an Owned Rig shall be subject to the prior approval of any customer of the Borrowers or such Subsidiary
that has contractual rights to such Owned Rig, but the Borrowers and their Subsidiaries will use commercially reasonable efforts
to obtain such approval, and (ii) any party visiting an Owned Rig shall execute a Mutual Hold Harmless Agreement in form and
substance acceptable to the Borrowers, the DIP Agent, and, if applicable, any such customer prior to such visit. Such examinations,
visits, inspections, copies, and discussions shall be made or held at the expense of the Borrowers.


 


Section 5.07     Maintenance
of Properties Etc. Maintain and preserve (i) good and defensible title held by the
Loan Parties in the Owned Rigs, (ii) in good working order and condition, but subject to reasonable wear and tear in the ordinary
course of business, all properties (except in the case of an Owned Rig that is undergoing repairs or maintenance or is in a laid-up
status due to it being stacked) necessary to the business of the Loan Parties and their Material Subsidiaries and from time to
time make or cause to be made all appropriate repairs, renewals, and replacements thereof to the extent and in the manner useful
and customary for companies in similar businesses, in each case except to the extent that failure to do so would not materially
impair the operation of the Credit Parties’ and their Material Subsidiaries’ business, (iii) for each Owned Rig
which is not in a laid-up status with its Approved Classification Society, the Approved Classification for each such Owned Rig
with its Approved Classification Society and (iv) all material licenses, permits, and rights to any intellectual property
necessary in the conduct of its business except to the extent that failure to do so would not materially impair the operation of
the Credit Parties’ and their Material Subsidiaries’ business.


 






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Section 5.08     Operation
of Business. Operate, and cause each Subsidiary to operate, its business and properties
prudently in all material respects.


 


Section 5.09     Books
and Records. Maintain, and cause each of the Material Subsidiaries to maintain, adequate
books and records in accordance with sound business practices and GAAP.


 


Section 5.10     Addition
of Guarantors; Material Subsidiaries.


 


(a)           If
at any time on or after the Effective Date, (x) any Subsidiary that is not already a Guarantor satisfies the definition of
 “Guarantor” or (y) any Borrower elects for any Subsidiary to become a Guarantor under the Loan Documents
(it being acknowledged and agreed that the Borrowers may not elect for any Subsidiary that is organized in an Excluded Jurisdiction
to become a Guarantor pursuant to this clause (y)), cause such Subsidiary to become a Guarantor within thirty (30) days of such
Subsidiary satisfying the definition of “Guarantor” (in the case of clause (x)) or, concurrently with such election
(in the case of clause (y)), by:


 


(i)            updating
Section 3.01(a) to add such Subsidiary to the list of Guarantors;


 


(ii)            if
such Subsidiary is not organized in an Excluded Jurisdiction, delivering to the DIP Agent a duly executed guaranty in the form
of the U.S. Guaranty (or a supplement thereto) and, if such Guarantor is a Material Subsidiary, a local law governed Guaranty,
or a supplement to an existing local law governed Guaranty, in each case previously delivered to the DIP Agent under the Loan Documents
by an entity organized in the same jurisdiction (if so previously delivered) as such Subsidiary is organized or in such other form
as is acceptable to the Required DIP Lenders;


 


(iii)           if
such Subsidiary is not organized in an Excluded Jurisdiction, delivering to the DIP Agent the Loan Documents required to be entered
into by Guarantors that are not Excluded Guarantors pursuant to each of Section 3.01(a), and Section 3.01(b),
and the Collateral Principles; and


 


(iv)           if
such Guarantor is obligated to deliver Loan Documents pursuant to clauses (ii) and (iii) above, delivering
to the DIP Agent (A) the items identified in Section 3.01(a), Section 3.01(b), and Section 3.01(h) and
with respect to such Subsidiary; (B) legal opinions with respect to such Subsidiary’s entry into the Loan Documents
(or joinders thereto) delivered pursuant to clauses (ii) and (iii) above, dated as of the date thereof,
and addressed to the DIP Agent and the DIP Lenders, having substantially the same coverage as the opinion(s) previously delivered
under this Agreement by an entity organized in the same jurisdiction as such Subsidiary is organized; and (C) if such Subsidiary
is not organized under the laws of a State of the United States of America, evidence of appointment by such Subsidiary of the Process
Agent as its domestic process agent.


 






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(b)          If
at any time after the Effective Date, (x) any Guarantor (other than Pride Forasol S.A.S.), that is not already a Material
Subsidiary satisfies the definition of “Material Subsidiary” other than as a result of satisfying the criteria set
forth in clause (a)(v) of the definition of Material Subsidiary due to receiving intercompany receivables or promissory
notes or like receivables permitted under Section 6.11) (it being acknowledged and agreed that neither Pride Foramer
S.A.S. nor ENSCO Holland B.V. shall be deemed to be “Material Subsidiaries” as of the Effective Date regardless of
whether they satisfy the criteria set forth in clause (a)(v) of the definition of Material Subsidiary, but thereafter
shall be subject to this Section 5.10(b)) and/or (y) Pride Forasol S.A.S. becomes the equityholder of an owner
of a Rig or satisfies the criteria set forth in clauses (a)(ii), (iii) or (iv) of the definition of Material Subsidiary,
then in each case of clauses (x) and (y), cause such Material Subsidiary to deliver to the DIP Agent and the DIP Lenders,
in accordance with the delivery periods required in the Collateral Principles (as if the “Effective Date” is the date
on which on which such Guarantor satisfies the definition of “Material Subsidiary”) (subject to extensions to be reasonably
agreed to by the Required DIP Lenders’ counsel (with consent for extensions not to be unreasonably withheld, delayed or conditioned));
provided, however, that such Material Subsidiary shall use its commercially reasonable efforts to deliver within
thirty (30) days of such Guarantor satisfying the definition of “Material Subsidiary”:


 


(i)             the
Loan Documents (or one or more joinders thereto) required to be delivered by any Material Subsidiary under each of Section 3.01(a),
Section 3.01(b) and the Collateral Principles, substantially in the form of Loan Documents previously delivered
to the DIP Agent and the DIP Lenders by other Material Subsidiaries formed and organized in the same jurisdiction as such Material
Subsidiary is organized, or, if no other Material Subsidiaries have been formed and organized in the applicable jurisdiction, in
such form as is reasonably satisfactory to the DIP Agent and the Required DIP Lenders, (i) pursuant to which such Person agrees
to be bound by the terms and provisions thereof and (ii) in each case that are effective to create a valid and perfected security
interest, with the priority required in the DIP Order, in Collateral owned by such Subsidiary in favor of the DIP Agent and referred
to therein, for the benefit of the Secured Parties; and


 


(ii)            (A) the
items identified in Section 3.01(b) with respect to such Subsidiary; (B) legal opinions with respect to such
Subsidiary’s entry into the Collateral Documents (or joinders thereto) delivered pursuant to clause (i) above, dated
as of the date thereof, and addressed to the DIP Agent and the DIP Lenders, having substantially the same coverage as the opinion(s) delivered
pursuant to Section 3.01(b) with respect to entry into any such Collateral Documents (or joinders thereto); and
(C) if such Subsidiary is not organized under the laws of a State of the United States of America, evidence of appointment
by such Subsidiary of the Process Agent as its domestic process agent.


 


(c)           If
any Guarantor that is required to deliver Loan Documents pursuant to Section 5.10(b) is organized in an Excluded
Jurisdiction, or the Borrower’s elect to remove an Excluded Jurisdiction from Schedule B, cause Schedule B
to be updated (without the consent of any other party hereto) by delivering a copy thereof to the DIP Agent and the DIP Lenders,
which reflects deletion of such Excluded Jurisdiction from Schedule B. Notwithstanding anything else to the contrary
in any Loan Agreement, if any other Guarantors that are organized in any Excluded Jurisdiction that is deleted from Schedule B
pursuant to this Section 5.10(c), such Guarantors shall deliver Loan Documents or joinders thereto as described in
Section 5.10(b) and in accordance with the time periods set forth therein.


 






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(d)           No
Loan Party will effect any change in such Loan Party’s jurisdiction of organization (in each case, including by merging with
or into any other entity, reorganizing, dissolving, liquidating, reorganizing or organizing in any other jurisdiction) that would
result in such Loan Party being organized in any Excluded Jurisdiction without the Required DIP Lenders’ prior written consent.


 


Section 5.11      Further
Assurances. Subject to the Collateral Principles and the DIP Order, at any time and from
time to time, at the Borrower’s expense, promptly execute and deliver, and cause each Guarantor to execute and deliver, to
the DIP Agent such further instruments and documents, and thereafter register, file or record, or cause to be registered, filed
or recorded, in an appropriate governmental office and take such further action, as may be required by law or as the DIP Agent
or the Required DIP Lenders may from time to time reasonably request, in order to further carry out the intent and purpose of the
Loan Documents.


 


Section 5.12      Post-Closing
Covenants. The Borrowers shall, and shall cause each applicable Subsidiary to, satisfy
each requirement set forth on Schedule E and/or Schedule 5.12 or before the date set forth on such Schedules (or
such later date as the Required DIP Lenders may agree in their sole discretion), which for the avoidance of doubt shall include
delivery of local law Guaranties, duly executed and delivered by each Material Subsidiary as of the Effective Date, within ninety
(90) days’ of the Effective Date.


 


Section 5.13       KYC
and Beneficial Ownership Regulation. Promptly following any reasonable request therefor,
provide information and documentation reasonably requested by the DIP Agent or any DIP Lender for purposes of compliance with applicable
 “know your customer” requirements under the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)), the Beneficial Ownership Regulation, or other applicable anti-money laundering laws.


 


Section 5.14       Cash
Management. Maintain, and cause its Subsidiaries to maintain, their existing cash management
system, subject to the DIP Order, the Cash Management Order, the Approved Budget and the Carve-Out; provided, that if the
Lead Borrower elects to cause one or more of its wholly and directly owned Subsidiaries to become a Borrower pursuant to Section 2.15,
the Lead Borrower may also elect to have one of such Borrowers replace the Lead Borrower as the primary cash management entity
under the Lead Borrower’s cash management system and may, without the consent of the DIP Agent or any DIP Lender, modify
the Cash Management Order solely for the purpose of replacing the Lead Borrower’s name with such Borrower’s name as
the primary cash management entity, so long as the Lead Borrower provides the Required DIP Lenders with a draft of the proposed
modification to the Cash Management Order (or subsequent order modifying the Cash Management Order) at least three (3) Business
Days prior to filing such modification or order with the Bankruptcy Court.


 


Section 5.15       Anti-Corruption
Laws; Anti-Money Laundering Laws.


 


(a)           Comply,
and cause its Subsidiaries to comply, with all applicable anti-corruption laws, including without limitation the UK Bribery Act
and the FCPA, any applicable Sanctions and any applicable laws or regulations relating to money laundering or terrorist financing,
including, the Bank Secrecy Act, 31 U.S.C. sections 5301 et seq.; the Uniting and Strengthening America by Providing Appropriate
Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (a/k/a the USA Patriot Act); Laundering of Monetary
Instruments, 18 U.S.C. section 1956; Engaging in Monetary Transactions in Property Derived from Specified Unlawful Activity, 18
U.S.C. section 1957; the Financial Recordkeeping and Reporting of Currency and Foreign Transactions Regulations, 31 C.F.R. Part 103;
and any similar laws or regulations currently in force or hereafter enacted.


 






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(b)          Implement
and maintain in effect policies and procedures designed to ensure compliance by the Borrowers, their Subsidiaries and their respective
directors, officers, employees, agents and Affiliates (in the case of Affiliates, to the extent such Affiliate is providing services
in respect of the Borrower or any of its Subsidiaries) with all applicable anti-corruption laws and anti-money laundering laws
and applicable Sanctions.


 


Sanctions-related covenants contained in
this Section 5.15 shall only be given by the Borrowers and their Subsidiaries and apply for the benefit of a DIP Lender
or DIP Agent to the extent that such representations and warranties would not result in any violation of, or conflict with EU Regulation
(EC) 2771/96 and implementing legislation of any Member State of the EU or the UK.


 


Section 5.16      Rowan
Rex. Following receipt of, without duplication, (i) any dividend or other distribution
from ARO and (ii) any payment (whether of principal, interest or otherwise) under any “Shareholder Instrument”
(as defined in the ARO JV Agreement), cause, and procure the Credit Parties to cause, Rowan Rex and any of its parent entities
to further dividend or distribute (or apply to repayment of an intercompany loan) such dividend, distribution or payment to a Loan
Party (other than (i) a Loan Party that is formed in an Excluded Jurisdiction or (ii) until such time as Ensco Thailand
becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand), excluding an amount equal to
general and administrative expenses required by Rowan Rex to operate its business as it is operated as of the Effective Date (including
amounts for Taxes, if any, payable by Rowan Rex, ARO or any of their respective Subsidiaries); provided, however,
that notwithstanding anything herein to the contrary, Rowan Rex will not be required to make any distribution to any Borrower or
any other Credit Party to the extent that such distribution (x) would be prohibited by any Applicable Laws, rules or
regulations, but only to the extent of such prohibition, or (y) would have a material adverse tax impact but only with respect
to amount subject to such impact, in which case such amounts shall be deposited in a Specified Account that is subject to a control
agreement.


 


Section 5.17       Public
Filings. Without limiting any requirement to make other disclosures required by applicable
law, continue to file all reports under the Exchange Act, including, without limitation, reports under Forms 10-K, 10-Q and 8-K.


 


Section 5.18       Bankruptcy-Related
Matters.


 


(a)          Comply
with, and cause each of the Debtors to comply with, the Bankruptcy Code, the DIP Order and other court orders in all material respects;


 






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(b)          Deliver
to the DIP Agent and the DIP Lender Professionals as soon as reasonably practicable in advance of filing with the Bankruptcy Court,
drafts of the DIP Order, any chapter 11 plan, and any disclosure statement related to such plan and delivery of drafts of all other
material Bankruptcy Court filings to counsel of the DIP Agent and the DIP Lender Professionals with commercially reasonable time
to review and comment, including, but not limited to the “first day motions/orders” (other than retention applications),
and if applicable, “second day motions/orders”, any motions to establish a bar date, any motions to approve bidding
procedures for or to approve a sale of substantially all of the assets of the Loan Parties, any motions to extend exclusivity,
any motions to approve a disclosure statement and seeking confirmation of a chapter 11 plan, and any motions to approve deadlines
and procedures related to the solicitation of votes on a chapter 11 plan; and


 


(c)          Contest,
if requested by the Required DIP Lenders, any motion seeking entry of an order, and entry of an order, that is materially adverse
to the interests of the DIP Agent and the DIP Lenders or their respective rights and remedies in any of the Chapter 11 Cases.


 


Section 5.19      Waiver
of Jersey Law Customary Rights.


 


(a)          Any
right which at any time any Jersey Loan Party may have under the existing or future laws of Jersey whether by virtue of the droit
de discussion or otherwise to require that recourse be had to the assets of any other person before any claim is enforced against
such Jersey Loan Party in respect of the obligations assumed by such Jersey Loan Party under or in connection with any Loan Document
is hereby waived or shall be waived by such Jersey Loan Party under any applicable Loan Document.


 


(b)          Any
right which at any time any Jersey Loan Party may have under the existing or future laws of Jersey whether by virtue of the droit
de division or otherwise to require that any liability under any guarantee or indemnity given in or in connection with any
Loan Document be divided or apportioned with any other person or reduced in any manner whatsoever is hereby waived or shall be
waived by such Jersey Loan Party under any applicable Loan Document.


 


Article VI


NEGATIVE COVENANTS


 


So long as any DIP
Loans shall remain unpaid or Obligation shall remain outstanding or any DIP Lender shall have any Commitment hereunder, the Borrowers
shall not (and will not permit its applicable Subsidiaries referred to in the following covenants), at any time:


 


Section 6.01       Financial
Covenant. Permit on any Test Date, the actual total cash disbursements (excluding professional
fees and other items consistent with the Initial Approved Budget) for the applicable Test Period to exceed the sum of the aggregate
amount forecasted therefor (excluding professional fees and other items consistent with the Initial Approved Budget) in the Approved
Budget as in effect for such Test Period, by more than 15% of such forecasted amount (such 15% variance being referred to herein
as the “Permitted Variance”); provided, however that the amount of any Investments in and contributions
to non-Guarantor Subsidiaries and Joint Ventures, made in accordance with sub-clauses (x) and (y) of clause (b) of
the definition of “Permitted Investments” shall be deemed to be Permitted Variances and, to the extent not set forth
in the DIP Budget, shall not be included in the calculation of variances to determine compliance with this Section 6.01.
For the avoidance of doubt, the Approved Budget in effect for the first week of any Test Period shall be the Approved Budget delivered
in such week in accordance with Section 5.01(l).


 






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Section 6.02       Liens.
Create, assume, incur or suffer to exist, or allow any Subsidiary to create, assume, incur or suffer
to exist, any Lien on or in respect of any Property of any Borrower or any Subsidiary, or assign or otherwise convey, or allow
any Subsidiary to assign or otherwise convey, any right to receive income, other than (a) Permitted Liens and (b) assignments
or conveyances of a right to receive income between any Borrower and any Guarantor that is not an Excluded Guarantor or between
Guarantors that are not Excluded Guarantors, in each case, in the ordinary course of business, consistent with past practice or
for a legitimate business purpose; provided that no assignment shall be made by a Material Subsidiary to a Subsidiary that
(x) is not a Material Subsidiary and/or (y) is organized in an Excluded Jurisdiction or (z) prior to such time when
Ensco Thailand becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, is Ensco Thailand.


 


Section 6.03       Debt.
Create, incur, assume, guarantee, otherwise become liable for or suffer to exist, or permit any Subsidiary
to create, incur, assume, guarantee, otherwise become liable for or suffer to exist, any Debt other than Permitted Debt.


 


Section 6.04       Mergers;
Acquisitions. Other than as authorized by the Bankruptcy Court and consented to by the
Required DIP Lenders:


 


(a)          merge
or consolidate with any Person (provided that, if at the time thereof and immediately after giving effect thereto no Default
or Event of Default shall have occurred and be continuing (i) any Subsidiary may merge into Valaris so long as Valaris is
the surviving company, (ii) any Subsidiary may merge into or consolidate with any other Subsidiary in a transaction in which
the surviving entity is a Subsidiary and no Person other than a Borrower or a Subsidiary of a Borrower receives any consideration
(provided that (x) if any party to any such transaction is a Loan Party, the surviving entity of such transaction shall
be a Loan Party (other than a Loan Party that is formed in an Excluded Jurisdiction) and (y) no Excluded Guarantor shall merge
into an entity that is organized in an Excluded Jurisdiction and/or, into, prior to such time as Ensco Thailand becomes a party
to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand), (iii) any Subsidiary may merge with another
Person in a transaction constituting an Asset Sale permitted hereunder, and (iv) any Person (other than a Borrower) may merge
or consolidate with or into any Subsidiary in a transaction in which the surviving entity is a Subsidiary (and, (w) if any
party to such merger or consolidation is a Borrower, is a Borrower, (w) if any party to such merger or consolidation is a
Guarantor, is a Guarantor, (x) if any party to any such transaction is a Loan Party, the surviving entity of such transaction
shall be a Loan Party (other than (i) a Loan Party that is formed in an Excluded Jurisdiction and/or (ii) prior to such
time as Ensco Thailand becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand), (y) no
Subsidiary shall merge into (i) an entity that is organized in an Excluded Jurisdiction or (ii) prior to such time as
Ensco Thailand becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand and (z) no
Excluded Guarantor shall merge into (i) an entity that is organized in an Excluded Jurisdiction or (ii) into Ensco Thailand,
until such time as Ensco Thailand becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty));


 






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(b)         acquire
or create any Subsidiary unless, after giving effect to such acquisition or creation, (i) the Borrowers is in compliance with
Section 5.10 and (ii) the Investment in such Subsidiary is permitted under Section 6.10; and


 


(c)          after
the Effective Date, acquire, create, form or organize, or, except to the extent contemplated by Section 5.10(b) and
Section 5.10(c) permit to exist, any Subsidiary that is a Material Subsidiary in an Excluded Jurisdiction.


 


Section 6.05       Asset
Sales. Dispose (whether in one transaction or in a series of transactions), or permit
any Subsidiary to Dispose (whether in one transaction or in a series of transactions), of any Property to any Person, except:


 


(a)           Dispositions
of the Rigs set forth on Schedule 6.05(a);


 


(b)           Dispositions
of any Rig, together with associated equipment, in one or more related transactions, to joint ventures or non-affiliated third
parties in connection with a new charter party agreement or drilling contract to comply with local jurisdictional requirements;
provided that such Rig is sold at fair market value (as determined by the Borrowers acting reasonably) and at least 75%
of the consideration is paid in cash (or in the case of a sale to a joint venture, a promissory note in favor of a Loan Party (other
than (i) a Loan Party that is formed in an Excluded Jurisdiction or (ii) prior to such time as Ensco Thailand becomes
a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand));


 


(c)           Dispositions
of inventory (other than, for the avoidance of doubt, any Rig) in the ordinary course of business (including, for the avoidance
of doubt, Dispositions of inventory to any Subsidiary);


 


(d)           Dispositions
of assets or Property that is obsolete, worn-out or no longer used or usable in the ordinary course of business of the Borrowers
and their Subsidiaries;


 


(e)            any
assignment, contribution, transfer or other Disposition of ENSCO Offshore Company’s ownership interest in ENSCO Global Investments
LP to any Loan Party (other than (i) any Excluded Guarantor, or (ii) prior to such time as Ensco Thailand becomes a party
to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand); provided that such Disposition is for
fair market value (as determined by ENSCO Offshore Company, acting reasonably) and for cash consideration or a promissory note;


 


(f)            Dispositions
of any assets or Property to any Borrower or Guarantor that is not an Excluded Guarantor; and


 


(g)           Dispositions authorized by the Bankruptcy Court and
consented to by the Required DIP Lenders;


 


(h)           any
Subsidiary that is not a Guarantor may Dispose of assets to any Borrower or any Guarantor;


 






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(i)            any
Subsidiary that is not a Guarantor may Dispose of assets to any Subsidiary that is not a Guarantor;


 


(j)            Permitted
Investments and Restricted Payments permitted by Section 6.11 and Section 6.10, respectively, in each
case to the extent constituting Dispositions;


 


(k)           any
Disposition of assets resulting from any Insurance/Condemnation Event or a Total Loss;


 


(l)            grants
of any non-exclusive license of patents, trademarks, registrations therefor and other similar intellectual property in the ordinary
course of business;


 


(m)          leases
of real or personal property in the ordinary course of business including the chartering or leasing of the Rigs;


 


(n)           any
other Dispositions of assets or Property (in each case, other than Rigs) that are not otherwise permitted by any other clause
of this Section 6.05; provided that the aggregate fair market value of any assets or Property Disposed of in
reliance on this clause (n) shall not exceed $20,000,000 individually or $50,000,000 in the aggregate since the Effective
Date; provided, further, that if, following the sale of any asset from any Borrower or any Guarantor that is not
an Excluded Guarantor to a Subsidiary that is not a Borrower or a Guarantor that is not an Excluded Guarantor pursuant to this
clause (n), such asset is subsequently transferred back to any Borrower or any Guarantor that is not an Excluded Guarantor (or,
prior to such time as Ensco Thailand becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand),
an amount equal to the fair market value of such asset at the time it is subsequently transferred, shall be added back to the
remaining amount available for Dispositions pursuant to this Section 6.05(n) (it being understood that such amount
shall not in any case increase the overall caps set forth in the previous proviso).


 


Section 6.06      Affiliate
Transactions. Make, or permit any Subsidiary to make, directly or indirectly, any material
Investment in any Affiliate, any transfer, sale, lease or other Disposition of any material Property to any Affiliate, any purchase
or acquisition of any material Property from an Affiliate or any other material arrangement or transaction directly or indirectly
with or for the benefit of an Affiliate (including guaranties and assumptions of obligations of an Affiliate); provided
that the following shall not be prohibited hereby: (a) any arrangement or other transaction with an Affiliate which are on
terms and conditions (taken as a whole for any particular transaction) as favorable to the Borrowers or such Subsidiary as those
which could be obtained in a comparable arm’s length transaction with a Person not an Affiliate; (b) arrangements entered
in the ordinary course of business with officers of the Borrowers; (c) customary fees paid to members of the Board of Directors
of the Borrowers; (d) any and all transactions to be undertaken between the Borrowers and any Guarantor(s) (other than
any Excluded Guarantor or, prior to the date on which it becomes a party to the U.S. Pledge and Security Agreement and the U.S.
Guaranty, Ensco Thailand) or between Guarantors (other than any Excluded Guarantor or, prior to the date on which it becomes a
party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand); (e) any and all transactions between
Subsidiaries that are not Guarantors; and (f) any arrangement or other transaction between the Lead Borrower and any of its
Subsidiaries or between Subsidiaries that is in effect as of the Effective Date and any renewal, replacement or extension thereof
on substantially the same or better terms (for the Lead Borrower and/or the Subsidiaries, as applicable), taken as a whole and
(g) transactions with Subsidiaries of the Lead Borrower permitted pursuant to Section 6.02, Section 6.03,
Section 6.04, Section 6.05(c), Section 6.10 and Section 6.11.


 






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Section 6.07       Business.
Engage, or permit any of its Subsidiaries to engage, in any business if, as a result, the general
nature of the business, taken on a consolidated basis, which would then be engaged in by the Borrowers and their Subsidiaries would
be substantially changed from the general nature of the business engaged in by the Borrowers and their Subsidiaries on the Effective
Date.


 


Section 6.08       Use
of Proceeds; Margin Regulations. Use, or permit any of its Subsidiaries to use, the proceeds
of any DIP Loan:


 


(a)          for
any purpose other than as set forth in Section 5.03;


 


(b)          for
any purpose that violates or results in a violation of any law or regulation or this Agreement;


 


(c)          for
any purpose that violates Regulation T, U or X of the Federal Reserve Board;


 


(d)         to
extend credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X of the Federal
Reserve Board);


 


(e)           for
any purpose which would result in margin stock (within the meaning of Regulation T, U or X of the Federal Reserve Board) comprising
25% or more of the assets (including any Equity Interests held in treasury) of the Borrowers and their Subsidiaries, taken as a
whole; and


 


(f)            for
any purpose which would violate any sanctions program administered by (x) the United States of America or the United Kingdom
or (y) to the extent any such sanctions program does not contradict applicable legislation of the United States of America
or the United Kingdom including without limitation applicable sanctions, embargoes, or anti-boycott regulations, the European Union
or the United Nations.


 


Sanctions-related covenants contained in
this Section 6.08 shall only be given by the Borrowers and their Subsidiaries and apply for the benefit of a DIP Lender
or DIP Agent to the extent that such representations and warranties would not result in any violation of, or conflict with EU Regulation
(EC) 2771/96 and implementing legislation of any Member State of the EU or the UK.


 


Section 6.09       Restrictions
on Payment of Dividends, Negative Pledges, Etc. Enter into, or permit any of its Subsidiaries
to enter into, any agreement that limits, prohibits, restricts or imposes any condition upon (x) the ability of any Subsidiary
to pay dividends, make distributions, make loans and advances to, or to Dispose of any assets to, the Credit Parties or (y) the
ability of any Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets in favor of the DIP Agent
and the other Secured Parties to secure any of the Obligations, or, in each case, which requires the consent of any other Person
in connection therewith; provided, however, notwithstanding the foregoing prohibition contained in this Section 6.09,
a Subsidiary shall not be prohibited from entering into any of the following:


 






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(a)          any
agreement which restricts or limits the ability of any Subsidiary to pay dividends, make distributions, or make loans or advances
to the Credit Parties if such Subsidiary party thereto is a non-wholly owned Subsidiary of the Borrowers and such agreement was
existing at the time such Subsidiary was acquired by Borrower or one of its Subsidiaries, and was not created in contemplation
of such acquisition, and the limitations therein apply only to the property or Equity Interests of such Subsidiary at the time
of such acquisition (and accessions, improvements and replacements in respect of such property);


 


(b)          joint
venture agreements with respect to a joint ownership arrangement restricting the distribution of assets or property of, or the
payment of dividends by, or the making of loans or advances by, such Joint Venture, or any of such Person’s Subsidiaries,
as long as such restrictions are in effect as of the Petition Date; or


 


(c)          limitations
or restrictions contained in any Loan Document;


 


(d)          limitations
or restrictions existing under or by reason of and required by Applicable Law;


 


(e)          limitations
and restrictions contained in agreements relating to any sale of assets or Equity Interests permitted hereunder pending such sale;
provided such limitations and restrictions apply only to the assets or Equity Interests being sold;


 


(f)           limitations
or restrictions contained in contracts and agreements outstanding on the Effective Date (and not otherwise permitted under this
Section 6.09) and identified on Schedule 6.09(f) and renewals, extensions, refinancings or replacements thereof;
provided that the foregoing restrictions set forth in this Section 6.09 shall apply to any amendment or modification
to, or any renewal, extension, refinancing or replacement of, any such contract or agreement that would have the effect of expanding
the scope of any such limitation or restriction;


 


(g)         clause
(y) of this Section 6.09 shall not apply to (i) restrictions or conditions imposed by any agreement relating
to Permitted Debt that is secured by Permitted Liens if such restrictions or conditions apply only to the property or assets securing
such Permitted Debt or (ii) customary restrictions or limitations in leases or other contracts restricting the assignment
thereof or the assignment of the property that is the subject of such lease; and


 


(h)         clause
(y) of this Section 6.09 shall not apply to limitations or restrictions contained in drilling contracts, charterparty
agreements or pool agreements entered into on or after the Effective Date (and not otherwise permitted under this Section 6.09);
provided that (i) any such limitations or restrictions are consistent with past practices and no more restrictive on
such Subsidiary with respect to the creation, incurrence or existence of Liens on any of its property or assets than the drilling
contracts or charterparty agreements listed on Schedule 6.09(f) and (ii) the applicable Subsidiary uses its commercially
reasonable efforts to exclude from such drilling contract, charter party agreement or pool agreement any such limitations or restrictions
with respect to the creation, incurrence or existence of Liens on any of its property or assets.


 






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Section 6.10       Restricted
Payments; Debt Redemptions.


 


(a)          Declare
or make, or permit any of its Subsidiaries to declare or make, directly or indirectly, any Restricted Payment with respect to the
ordinary shares of the Lead Borrower, or incur any obligation (contingent or otherwise) to do so, except (i) that the Borrowers
and the Guarantors may declare and make dividend payments or other distributions to any Borrower or any other Guarantor and (ii) the
Restricted Payments in the ordinary course of business consistent with past practices for payroll, general overhead and administrative
services, and Cash Management Services.


 


(b)          Redeem,
cancel, prepay or repurchase or permit any of its Subsidiaries to redeem, cancel, prepay or repurchase (in each case, whether in
whole or in part) any subordinated Debt, Prepetition Debt or and any other Debt existing on the Petition Date that is listed on
Schedule 6.03.


 


(c)          of
any of the Borrowers or any of their Subsidiaries except (i) in the case of Prepetition Debt, pursuant to the “first
day” or other orders entered by the Bankruptcy Court in accordance with the Approved Budget and (ii) any ordinary course
payments among the Borrowers and any of their Subsidiaries that are permitted under the Cash Management Order.


 


Section 6.11       Investments.
Make, or permit any of its Subsidiaries to make, any Investments in any Person except Permitted Investments.


 


Section 6.12       Amendments
to Certain Documents. Amend, modify or waive, or permit any of its Subsidiaries to amend,
modify or waive, any of its rights under (a) its bylaws, articles of incorporation or similar organizational documents or
(b) any instruments, agreements or other documents in respect of any material subordinated Debt, in each case except for any
such amendments, modifications or waivers that could not reasonably be expected to materially adversely affect the interests of
the DIP Lenders.


 


Section 6.13       Changes
to Fiscal Year. Change its fiscal year (or financial year, as applicable) from the basis
in effect on the Effective Date, other than with the consent of the DIP Agent and the Required DIP Lenders.


 


Section 6.14       Certain
Bankruptcy Matters.


 


(a)          Propose,
file, or otherwise support, or permit any of its Subsidiaries to propose, file or otherwise support, any chapter 11 plan that does
not (i) contain releases in favor of the DIP Agent, the DIP Lenders and their respective Affiliates and advisors and (ii) except
to the extent agreed to by the Debtors and any DIP Lender that will not be paid in full in cash on such effective date, provide
for the indefeasible payment in full in cash and full discharge of the Credit Parties’ obligations under the DIP Facility
on the effective date of any chapter 11 plan, but excluding payment of contingent indemnity obligations, which shall survive confirmation
of such plan.


 


(b)         Create
or permit to exist, or permit any of its Subsidiaries to create or permit to exist, any administrative expense or claim of the
kind specified in, ordered pursuant to, or arising under or in connection with section 105, 326, 327, 328, 330, 331, 361, 362,
363, 364, 365, 503(b), 506(c), 507(a), 507(b), 546(c), 552, 726, 1113 or 1114 or any other provision of the Bankruptcy Code that
is pari passu with or senior to the Obligations.


 






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Section 6.15       Restrictions
Regarding Rowan Rex and ARO.


 


Each Borrower and Green
Turtle Limited (and any other Loan Party that owns equity interests in Rowan Offshore (Gibraltar) Limited) and Rowan Offshore (Gibraltar)
Limited (and any other Loan Party that owns equity interests in Rowan Rex) shall procure that (a) Rowan Offshore (Gibraltar)
Limited (and any other Loan Party that owns equity interests in Rowan Rex) and (b) Rowan Rex (and any successor Loan Party
that owns a “Shareholder Instrument” (as defined in the ARO JV Agreement)) will not


 


(i)        sell
any (x) assets directly owned by Rowan Rex (including any “Shareholder Instrument”) or (y) the equity interests
in Rowan Rex, in each case, to any person other than a Loan Party (other than a Loan Party that is formed in an Excluded Jurisdiction
and, prior to the date on which it becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand),
unless the net proceeds of such sale received are used to prepay the Obligations;


 


(ii)       grant
a security interest or Lien in any (x) assets of Rowan Rex (including any “Shareholder Instrument”) or (y) the
equity interests in Rowan Rex, in each case, to any third party creditor or other Person that is not a successor Loan Party (other
than a Loan Party that is formed in an Excluded Jurisdiction and, prior to the date on which it becomes a party to the U.S. Pledge
and Security Agreement and the U.S. Guaranty, Ensco Thailand) to Rowan Offshore (Gibraltar) Limited;


 


(iii)      sell
the Equity Interest of ARO JV or any “Shareholder Instrument” to any person other than a Loan Party (other than a Loan
Party that is formed in an Excluded Jurisdiction and, prior to the date on which it becomes a party to the U.S. Pledge and Security
Agreement and the U.S. Guaranty, Ensco Thailand) unless the net proceeds of such sale received are used to prepay the Obligations;
and/or


 


(iv)      Rowan
Rex shall not incur any indebtedness or other Debt outside the ordinary course of business.


 


Section 6.16      Commercial
and Technical Management. No Material Subsidiary which owns an Owned Rig shall enter into
an agreement for the provision of commercial and/or technical managements services by a third-party to such Material Subsidiary
for its Owned Rig without the prior written consent of the Required DIP Lenders, such consent not to be unreasonably withheld.


 


Section 6.17       Negative
Pledge. Create or permit to exist, or permit any Credit Party to create or permit to exist,
a Lien on any Property (a) that constitutes Excluded Collateral pursuant to clause (R) of the Collateral Principles and/or
(b) that constitutes Collateral but is not subject to a document which is required to be delivered as required by this Agreement
and the Collateral Principles, except in the case of clause (b) for Permitted Liens (or in the case of Owned Rigs,
Permitted Rig Liens).


 


Section 6.18       Accounts
of Excluded Guarantors in Excluded Jurisdictions. Permit the Excluded Guarantors (as a
whole) to hold more than $30,000,000 in the aggregate for more than ten (10) consecutive Business Days in deposit accounts
or securities accounts established by the Excluded Guarantors in Excluded Jurisdictions (excluding for this purpose any Excluded
Accounts and any such deposit accounts or securities accounts that are subject to a Control Agreement), without the prior consent
of the Required DIP Lenders.


 






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Article VII


EVENTS OF DEFAULT


 


Section 7.01       Events
of Default. Each of the following events, upon expiration of any applicable cure period
set forth in clauses (a) through (n) below, shall be an (“Event of Default”):


 


(a)          Any
Borrower or any other Guarantor shall fail to pay when due any principal of, or interest on, any DIP Loan or any Borrower or any
Guarantor shall fail to pay when due any other Obligation and such non-payment continues for three Business Days after the date
such amount shall have become due and payable; or


 


(b)          Any
representation or warranty made by any Borrower or any Guarantor or made by or on behalf of any Guarantor (or any of its respective
officers, agents or representatives) (including representations and warranties deemed made pursuant to Section 3.02)
under or in connection with any Loan Document to which it is a party shall prove to have been incorrect in any material respect
(other than a representation or warranty that is subject to a materiality qualifier in the text thereof, which shall have been
incorrect in any respect) when made or deemed made; or


 


(c)          Any
Credit Party (i) shall fail to perform or observe any term, covenant or agreement applicable to such Person contained in Section 5.01(f),
Section 5.01(l), Section 5.01(m), Section 5.01(n), Section 5.01(o), Section 5.03,
Section 5.05 (but only with respect to the preservation and maintenance of legal existence of any Loan Party), Section 5.10,
Section 5.12 or Section 5.16, or Article VI; (ii) shall fail to perform or observe any
term, covenant or agreement applicable to such Person contained in Section 5.11, Section 5.04, 5.14,
5.15, or Section 5.18 and such failure shall remain unremedied for five (5) days after the earlier of (x) the
date a Responsible Person of any Loan Party has actual knowledge of such failure and (y) the date written notice thereof shall
have been given to any Loan Party by the DIP Agent at the request of any DIP Lender or any DIP Lenders; or (iii) shall fail
to perform or observe any term, covenant or agreement applicable to such Person contained herein or in any other Loan Document
that is not covered by Section 7.01(a), Section 7.01(b) or clause (i) or clause (ii) of
this Section 7.01(d) and such failure shall remain unremedied for 30 days after the earlier of (x) the date
a Responsible Person of any Loan Party has actual knowledge of such failure and (y) the date written notice thereof shall
have been given to any Loan Party by the DIP Agent at the request of any DIP Lender or any DIP Lenders; or


 


(d)           Any
of the Borrowers or any of their Subsidiaries shall (i) fail to pay any principal of or premium or interest on any Debt which
is outstanding in the principal amount of at least $40,000,000 in the aggregate, of the Borrowers or such Subsidiary (as the case
may be), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise),
and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to
such Debt; or (ii) default in the observance or performance of any covenant or obligation contained in any agreement or instrument
relating to any Debt which is outstanding in the principal amount of at least $40,000,000 or permit or suffer any other event to
occur or condition to exist under any agreement or instrument relating to any such Debt, and such default or other event or condition
shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect thereof is to
accelerate, or to permit the acceleration of, the maturity of such Debt or require such Debt to be prepaid prior to the stated
maturity thereof; provided that this clause (d) shall not apply to any Prepetition Debt or any other secured
or unsecured Debt of a Debtor that arose prior to the Petition Date as to which remedial action by the holder of such Debt is subject
to the automatic stay of the Bankruptcy Code imposed in the Chapter 11 Cases; or


 






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(e)          Entry
of any final non-appealable judgment, decree or order by a court of competent jurisdiction for the payment of money (in each case
other than as a result of the commencement of the Chapter 11 Cases), the uninsured portion of which (to the extent not covered
by insurance as to which a solvent and unaffiliated insurance company has acknowledged coverage), is in excess of $40,000,000 against
the Debtors, and either (x) such judgment shall remain unpaid or not have been vacated or the enforcement thereof stayed (by
operation of law (including the automatic stay in the Chapter 11 Cases)), within 30 consecutive days after the entry thereof with
respect to any such judgment rendered in the United States or 60 consecutive days after entry thereof with respect to any such
judgment rendered outside of the United States or (y) enforcement proceedings shall have been commenced by any creditor upon
such judgment; or


 


(f)          Any
Termination Event or Non-U.S. Plan Event shall have occurred and, the sum (determined as of the date of occurrence of such Termination
Event or such Non-U.S. Plan Event) of the liabilities to the PBGC or its equivalent under applicable customs or rules of relevant
jurisdictions resulting from all such Termination Events and Non-U.S. Plan Event is equal to or greater than $75,000,000; or


 


(g)          Any
Loan Party shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer
Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans in connection with Withdrawal
Liabilities (determined as of the date of such notification), exceeds $75,000,000 or requires payments exceeding $25,000,000 in
any year; or


 


(h)          Any
Loan Party shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or
is being terminated, within the meaning of Title IV of ERISA, if as a result of such reorganization or termination the aggregate
annual contributions of the Loan Parties to all Multiemployer Plans which are then in reorganization or being terminated have been
or will be increased over the amounts contributed to such Multiemployer Plans for the respective plan years which include the Effective
Date by an amount exceeding $75,000,000 in the aggregate; or


 


(i)           A
Change of Control occurs; or


 


(j)           Any
event, including any Termination Event or Non-U.S. Plan Event occurs creating any Funding Liabilities which could reasonably be
expected to have a Material Adverse Change and such event is not cured within 30 days from the occurrence of such event; or


 






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(k)          This
Agreement or any other Loan Document, at any time after its execution and delivery and for any reason other than as expressly permitted
hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Credit Party
contests in any manner the validity or enforceability of the Credit Agreement or any other Loan Document; or


 


(l)           The
Collateral Documents (or any of them) shall for any reason fail or cease to create, subject to the Collateral Principles and the
DIP Order, a valid, enforceable, non-avoidable, perfected, and to the extent automatically and fully perfected by the DIP Order,
automatically and fully perfected Lien on any material Collateral purported to be covered thereby or, except as permitted by the
Loan Documents, such Lien shall fail or cease to be perfected or have the priority described herein and in the DIP Order or any
Credit Party shall so state in writing; or


 


(m)         ARO
shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally,
or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against ARO seeking
to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a receiver, trustee or other similar official for it or for any
substantial part of its property; or


 


(n)          Bankruptcy
Court Matters. The occurrence of any of the following events:


 


(i)        the
DIP Order shall cease to be in full force and effect or shall have been reversed, modified, amended, stayed, vacated or subject
to stay pending appeal, in the case of any modification or amendment other than at the applicable hearing to approve such DIP Order,
without the prior written consent of the Required DIP Lenders to the extent required under this Agreement, or any filing by the
Debtors of a motion or other pleading seeking entry of such an order; or


 


(ii)       without
the prior written consent of the DIP Agent (acting at the written direction of the Required DIP Lenders) and the Required DIP Lenders,
entry of an order requiring the Debtors to make adequate protection payments with respect to (A) any Prepetition Debt or any
other Debt existing on the Petition Date (other than the payment of professional fees and expenses in accordance with the Approved
Budget)or (B) any other prepetition claims, except in each case as expressly provided for pursuant to “first day”
or other orders entered upon pleadings by the Bankruptcy Court in form and substance reasonably satisfactory to the Required DIP
Lenders; or


 


(iii)       entry
of an order of the Bankruptcy Court granting any claim, other than as permitted under the Loan Documents, entitled to superpriority
administrative expense claim status pari passu with or senior to the claims in favor of the DIP Lenders under the DIP Facility
(other than the Carve-Out); or


 


(iv)       material breach by any Loan Party of the provisions of the DIP Order and such
breach shall remain uncured for five days after the earlier of (x) the date a Responsible Person of any Loan Party has
actual knowledge of such failure and (y) the date written notice thereof shall have been given to any Loan Party by the
DIP Agent at the request of any DIP Lender; or


 






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(v)       (A) entry
of an order dismissing any of the Chapter 11 Cases or converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy
Code without the prior written consent of the Required DIP Lenders (excluding the Chapter 11 Cases of the DS-13 and DS-14 Debtors);
(B) a trustee, responsible officer or an examiner having expanded powers (beyond those set forth under section 1106(a)(3) and
(4) of the Bankruptcy Code) under section 1104 of the Bankruptcy Code (other than a fee examiner) is appointed or elected
in the Chapter 11 Cases, the Debtors apply for, consent to or acquiesce in, any such appointment, or the Bankruptcy Court shall
have entered an order providing for such an appointment, in each case without the prior written consent of the Required DIP Lenders
in their sole discretion; (C) without the consent of the Required DIP Lenders, the entry of an order in any of the Chapter
11 Cases seeking authority to obtain financing under section 364 of the Bankruptcy Code (other than the DIP Facility); or (D) the
filing or support of any pleading by any Loan Party or Affiliate thereof seeking, or otherwise consenting to, any of the matters
set forth in clauses (A) through (C) above; or


 


(vi)      the
entry of an order in the Chapter 11 Cases charging any of the Collateral under section 506(c) of the Bankruptcy Code against
the DIP Agent or the DIP Lenders or the commencement of other actions by any Loan Party or Affiliate thereof that challenges the
rights and remedies of any of the DIP Agent or the DIP Lenders under the Loan Documents in any of the Chapter 11 Cases or in a
manner inconsistent with the Loan Documents; or


 


(vii)     the
DIP Order does not include a waiver, in form and substance satisfactory to the Required DIP Lenders in their sole and absolute
discretion, of (A) the right of the Debtors to surcharge the Collateral under section 506(c) of the Bankruptcy Code;
(B) the right of the Debtors to assert against the Liens securing the DIP Loans under the DIP Facility the “equities
of the case” exception of section 552 of the Bankruptcy Code; and (C) the doctrine of marshalling; or


 


(viii)    the
filing of a motion, pleading or proceeding by or on behalf of any of the Loan Parties or any other Subsidiary, which could reasonably
be expected to result in a material impairment of the rights or interests of the DIP Lenders or a determination by a court of competent
jurisdiction with respect to a motion, pleading or proceeding brought by another party that results in a material impairment of
the rights or interests of the DIP Lenders; provided that such motion, pleading, or proceeding has not been withdrawn or
adjourned within five days of such filing; or


 


(ix)       the
entry of any order terminating any Debtors’ exclusive right to file a chapter 11 plan or the expiration of any Debtors’
exclusive right to file a chapter 11 plan; or


 


(x)        unless
otherwise agreed by the Required DIP Lenders, the filing or support of any pleading by any Loan Party (or any Affiliate thereof)
seeking, or otherwise consenting to, any relief, the granting of which could reasonably be expected to result in the occurrence
of an Event of Default; or


 






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(xi)      the
entry of an order granting relief from any stay of proceeding (including, without limitation, the automatic stay) so as to allow
a third party to proceed with foreclosure (or granting of a deed in lieu of foreclosure) against (i) any Owned Rig or (ii) any
other material asset of the Debtors in excess of $40,000,000, individually, or to permit other actions that could reasonably be
expected to result in a Material Adverse Change; provided, that the Debtors shall have five Business Days after the entry
of such an order to obtain a court order vacating, staying, or otherwise obtaining relief from the Bankruptcy Court or another
court to address any such court order; or


 


(xii)      the
entry of an order in any of the Chapter 11 Cases denying or terminating the use of cash collateral by the Credit Parties;


 


provided
that notwithstanding anything to the contrary contained herein, the occurrence of any of the foregoing events with respect to any
Immaterial Subsidiary shall not constitute a Default or an Event of Default unless such occurrence is with respect to Immaterial
Subsidiaries that, in the aggregate, (x) own assets (excluding intercompany investments, loans, advances or receivables) having
a book value of greater than 10% of the book value of all assets of the Lead Borrower and its Consolidated Subsidiaries or (y) have
annual revenue of greater than 10% of the annual revenue of the Lead Borrower and its Consolidated Subsidiaries, in each case as
of the last day of the most recently ended fiscal year for which financial statements are available or required to be delivered.


 


Section 7.02       Remedies.
Subject to the terms of the DIP Order, during the continuance of any Event of Default, (i) the
Required DIP Lenders may, and the DIP Agent shall at the request of the Required DIP Lenders, in each case upon five Business Days’
prior written notice (the “Remedies Notice Period”) to the Lead Borrower, declare the obligation of each DIP
Lender to make DIP Loans to be terminated, whereupon each such obligation and all of the Commitments shall forthwith terminate
and (ii) the Required DIP Lenders may, and the DIP Agent shall at the request of the Required DIP Lenders, by notice to the
Lead Borrower, declare the Obligations to be forthwith due and payable, whereupon the Obligations shall become and be forthwith
due and payable, without presentment, demand, protest, notice of intent to accelerate or further notice of any kind, all of which
are hereby expressly waived by the Borrowers; provided that the Obligations shall become automatically due and payable and
all Commitments shall automatically terminate without any notice, presentment or demand upon the occurrence of an Event of Default
under Section 7.01(n)(i) or Section 7.01(n)(v). During the Remedies Notice Period, the Debtors shall
be permitted to use cash collateral (x) in the ordinary course of business, subject to the Approved Budget in accordance with
the Loan Documents, and (y) for the funding of the Carve-Out. Notwithstanding anything contained herein, during the Remedies
Notice Period, the Debtors, the unsecured creditors committee (if any) or any party in interest shall be entitled to seek an emergency
hearing with the Bankruptcy Court, but solely to present a case that no Default or Event of Default exists.


 


Section 7.03      Application
of Funds.After the exercise of remedies provided for above (or after the Obligations have
automatically become immediately due and payable), any amounts received on account of the Obligations shall be applied by the DIP
Agent in the following order:


 






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First,
to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges
and disbursements of counsel to the DIP Agent and the DIP Lenders) payable to the DIP Agent in its capacity as such;


 


Second,
to payment of that portion of the Obligations (other than Obligations owed to Defaulting Lenders) constituting fees, indemnities,
expenses and other amounts payable to the DIP Lenders (including fees, charges, and disbursements of counsel to the respective
DIP Lender and amounts payable under Section 2.07), ratably among them in proportion to the respective amounts described
in this clause Second owing to them;


 


Third,
to payment of that portion of the Obligations (other than Obligations owed to Defaulting Lenders) constituting accrued and unpaid
interest and fees on the Obligations, ratably among the DIP Lenders in proportion to the respective amounts described in this clause
Third owing to them;


 


Fourth,
to payment of that portion of the Obligations (other than Obligations owed to Defaulting Lenders) constituting unpaid principal
of the DIP Loans, ratably among the DIP Lenders, in proportion to the respective amounts described in this clause Fourth held by
them;


 


Fifth,
to payment of the other Obligations (not covered by First to Fourth above) (other than Obligations owed to Defaulting Lenders),
ratably among the Secured Parties, in proportion to the respective amounts described in this clause Fifth held by them;


 


Sixth,
to the payment of the surplus, if any, to whomever may be lawfully entitled to receive such surplus, or as a court of competent
jurisdiction may direct.


 


Article VIII


THE DIP AGENT AND THE DIP LENDERS


 


Section 8.01      Appointment
and Authority.


 


(a)         Each
DIP Lender hereby irrevocably appoints the DIP Agent to act on its behalf as the DIP Agent hereunder, respectively, and under the
other Loan Documents and authorizes the DIP Agent to take such actions on its behalf and to exercise such powers as are delegated
to the DIP Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the DIP Agent and the DIP Lenders, and neither the Borrowers nor
any other Credit Party shall have rights as a third party beneficiary of any of such provisions.


 


(b)          Each
DIP Lender hereby appoints each other DIP Lender as its agent for the purpose of perfecting Liens, for the benefit of the DIP Agent
and the Secured Parties, in assets which, in accordance with Article 9 of the UCC or any other Applicable Law can be perfected
only by possession or control. Should any DIP Lender obtain possession or control of any such Collateral, such DIP Lender shall
notify the DIP Agent thereof, and, promptly upon the DIP Agent’s request therefor shall deliver such Collateral to the DIP
Agent or otherwise deal with such Collateral in accordance with the DIP Agent’s instructions. Each DIP Lender authorizes
the DIP Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such
documents. Each DIP Lender agrees that no Secured Party (other than the DIP Agent) shall have the right individually to seek to
realize upon the security granted by any Collateral Document, it being understood and agreed that such rights and remedies may
be exercised solely by the DIP Agent for the benefit of the Secured Parties upon the terms of the Collateral Documents. In the
event that any Collateral is hereafter pledged by any Person as collateral security for the Obligations, the DIP Agent is hereby
authorized, and hereby granted a power of attorney, to execute and deliver on behalf of the Secured Parties any documents necessary
or appropriate to grant and perfect a Lien on such Collateral in favor of the DIP Agent on behalf of the Secured Parties.


 






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(c)          Each
DIP Lender irrevocably appoints, designates and authorizes the DIP Agent to act as security trustee (the “Security Trustee”)
on its behalf with regard to (i)  the security, powers, rights, titles, benefits and interests (both present and future) to
be constituted by and conferred on the Security Trustee in its capacity as “security trustee” under or pursuant to
the mortgages (the “Rig Mortgages”) to be granted by certain Material Subsidiaries in favor of the Security
Trustee in its capacity as “security trustee” covering the whole of each of the Owned Rigs, and the Vessel Security
Agreement, (ii) the security, powers, rights, titles, benefits and interests (both present and future) to be constituted by
and conferred on the Security Trustee in its capacity as “security trustee” under or pursuant to the Collateral Documents
and/or the Guaranties to be granted by the Borrowers and the Guarantors in favor of the Security Trustee in its capacity as “security
trustee”, (iii) all monies, property and other assets paid or transferred thereto or vested therein or in any agent
thereof or received or recovered thereby or by any agent thereof pursuant to, or in connection with, the Rig Mortgages, the Collateral
Documents, the Guaranties, and the Vessel Security Agreement, whether from the relevant Material Subsidiaries or any other Person,
and (iv) all monies, investments, property or other assets at any time representing or deriving from any of the foregoing,
including all interest, income and other sums at any time received or receivable thereby or by any agent thereof in respect of
the same (or any part thereof).  The Security Trustee in its capacity as “security trustee” does hereby declare
that it will hold the Rig Mortgages, the Collateral Documents, the Guaranties and any related security as trustee in trust for
the benefit of the Secured Parties, from and after the execution thereof, and the Security Trustee in its capacity as “security
trustee” hereby accepts such appointment and agrees to hold, receive, administer and enforce the Rig Mortgages, the Collateral
Documents, the Guaranties and related security, which Rig Mortgages, Collateral Documents and related security shall constitute
the corpus of the trust, for the benefit of the Secured Parties in accordance with the terms hereof and thereof, but the Security
Trustee in its capacity as “security trustee” shall have no obligations hereunder or under the Rig Mortgages or the
Collateral Documents or the Guaranties, and related security except those obligations of the Security Trustee in its capacity as
 “security trustee” expressly set forth herein and therein.  The Security Trustee in its capacity as “security
trustee” shall benefit from and be subject to all provisions hereof that are otherwise applicable to the DIP Agent, mutatis
mutandis, including, without limitation, all such provisions with respect to the liability or responsibility to and indemnification
by the Secured Parties.  The replacement of the DIP Agent pursuant to the provisions of this Article VIII also
constitute the replacement of the Security Trustee in its capacity as “security trustee”.


 






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Section 8.02       Agent
Individually.


 


(a)          Each
DIP Lender understands that the Person serving as DIP Agent, acting in its individual capacity, and its Affiliates (collectively,
the “Agent’s Group”) are engaged in a wide range of financial services and businesses (such services and
businesses are collectively referred to in this Section 8.02 as “Activities”) and may engage in
the Activities with or on behalf of one or more of the Credit Parties or their respective Affiliates. Each DIP Lender understands
and agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain information (other than
information required to be delivered by the DIP Agent to the DIP Lenders pursuant to this Agreement) concerning the Credit Parties
or their Affiliates (including information concerning the ability of the Credit Parties to perform their respective Obligations
hereunder and under the other Loan Documents) which information may not be available to any of the DIP Lender that are not members
of the Agent’s Group. The DIP Agent nor any member of the Agent’s Group shall have no duty to disclose to any DIP Lender,
or use on behalf of the DIP Lenders, and shall not be liable for the failure to so disclose or use, any information whatsoever
about or derived from the Activities or otherwise (including any information concerning the business, prospects, operations, property,
financial and other condition or creditworthiness of any Credit Party or any Affiliate of any Credit Party) or to account for any
revenue or profits obtained in connection with the Activities, except that the DIP Agent shall deliver or otherwise make available
to each DIP Lender such documents as are expressly required and provide such notifications as are expressly required by any Loan
Document to be transmitted by the DIP Agent to the DIP Lenders.


 


(b)          Each
DIP Lender further understands that there may be situations where members of the Agent’s Group or their respective customers
(including the Credit Parties and their Affiliates) either now have or may in the future have interests or take actions that may
conflict with the interests of any one or more of the DIP Lenders (including the interests of the DIP Lenders hereunder and under
the other Loan Documents). Each DIP Lender agrees that no member of the Agent’s Group is or shall be required to restrict
its activities as a result of the Person serving as DIP Agent being a member of the Agent’s Group, and that each member of
the Agent’s Group may undertake any Activities without further consultation with or notification to any DIP Lender. None
of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of information (including
Information) concerning the Credit Parties or their Affiliates (including information concerning the ability of the Credit Parties
to perform their respective Obligations hereunder and under the other Loan Documents) nor (iii) any other matter shall give
rise to any fiduciary or equitable duties (including without limitation any duty of trust or confidence) owing by the DIP Agent
or any member of the Agent’s Group to any DIP Lender including any such duty that would prevent or restrict the Agent’s
Group from acting on behalf of customers (including the Credit Parties or their Affiliates) or for its own account, except that
the DIP Agent shall perform all of its obligations that are expressly required by this Agreement or any other Loan Document to
which it is a party.


 


Section 8.03       Duties
of Agents; Exculpatory Provisions.


 


(a)          The
DIP Agent’s duties hereunder and under the other Loan Documents are solely ministerial and administrative in nature and the
DIP Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the DIP Agent shall not have any duty to take any discretionary action or exercise any
discretionary powers, but shall be required to act or refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the written direction of the Required DIP Lenders (or such other number or percentage of the DIP Lenders as shall
be expressly provided for herein or in the other Loan Documents), provided that the DIP Agent shall not be required to take
any action that, in its opinion or the opinion of its counsel, may expose the DIP Agent or any of its Affiliates to liability or
that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt, any action that may be in violation
of the automatic stay under the Bankruptcy Code or other debtor relief law or that may effect a forfeiture, modification or termination
of property of a Defaulting Lender in violation of the Bankruptcy Code or other debtor relief law.


 






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(b)          The
DIP Agent shall not be liable for any action taken or not taken by it (i) with the written consent or at the written direction
of the Required DIP Lenders (or such other number or percentage of the DIP Lenders as shall be necessary, or as the DIP Agent shall
believe in good faith shall be necessary, under the circumstances as provided in Section 9.01) or (ii) in the
absence of its own gross negligence or willful misconduct. The DIP Agent shall be deemed not to have knowledge of any Default or
the event or events that give or may give rise to any Default unless (x) in the case of a Default arising under Section 7.01(a),
the DIP Agent has actual knowledge of such Default or (y) in the case of any Default other than Default arising under Section 7.01(a),
until the Borrowers or any DIP Lender shall have given written notice to the DIP Agent describing such Default and such event or
events.


 


(c)            None
of the DIP Agent or any member of the Agent’s Group shall be responsible for or have any duty to ascertain or inquire into
(i) any statement, warranty, representation or other information made or supplied in or in connection with this Agreement
or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder
or in connection herewith or therewith or the adequacy, accuracy and/or completeness of the information contained therein, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence
of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document
or any other agreement, instrument or document or the perfection or priority of any Lien or security interest created or purported
to be created by the Collateral Documents or (v)  the satisfaction of any condition set forth in Article III or
elsewhere herein, other than (but subject to the foregoing clause (ii)) to confirm receipt of items expressly required to
be delivered to the DIP Agent.


 


(d)             Nothing
in this Agreement or any other Loan Document shall require the DIP Agent or any of its Related Parties to carry out any “know
your customer” or other checks in relation to any person on behalf of any DIP Lender and each DIP Lender confirms to the
DIP Agent that it is solely responsible for any such checks it is required to carry out and that it may not rely on any statement
in relation to such checks made by the DIP Agent or any of its Related Parties.


 


Section 8.04       Reliance
by Agents. The DIP Agent shall be entitled to rely upon, and shall not incur any liability
for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person. The DIP Agent also may rely upon any statement made to it orally or by telephone
and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a DIP Loan that by its terms must be fulfilled to the satisfaction of
a DIP Lender, the DIP Agent may presume that such condition is satisfactory to such DIP Lender unless an officer of the DIP Agent
responsible for the transactions contemplated hereby shall have received notice to the contrary from such DIP Lender prior to the
making of such DIP Loan and in the case of a Borrowing, such DIP Lender shall not have made available to the DIP Agent such DIP
Lender’s Ratable Portion of such Borrowing. The DIP Agent may consult with legal counsel (who may be counsel for the Borrowers
or any other Credit Party), independent accountants and other experts selected by it, and shall not be liable for any action taken
or not taken by it in accordance with the advice of any such counsel, accountants or experts.


 






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Section 8.05       Delegation
of Duties. The DIP Agent may perform any and all of their respective duties and exercise
their respective rights and powers hereunder or under any other Loan Document by or through any one or more sub agents appointed
by the DIP Agent. The DIP Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers
by or through their respective Related Parties. Each such sub agent and the Related Parties of the DIP Agent and each such sub
agent shall be entitled to the benefits of all provisions of this Article VIII and Section 9.05 (as though
such sub-agents were the “DIP Agent” under the Loan Documents) as if set forth in full herein with respect thereto.


 


Section 8.06       Non-Reliance
on Agents and DIP Lenders.


 


(a)         Each
DIP Lender confirms to the DIP Agent, each DIP Lender and each of their respective Related Parties that it (i) possesses (individually
or through its Related Parties) such knowledge and experience in financial and business matters that it is capable, without reliance
on the DIP Agent, any DIP Lender or any of their respective Related Parties, of evaluating the merits and risks (including Tax,
legal, regulatory, credit, accounting and other financial matters) of (x) entering into this Agreement, (y) making DIP
Loans and other extensions of credit hereunder and under the other Loan Documents and (z) in taking or not taking actions
hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has determined that entering into this
Agreement and making DIP Loans and other extensions of credit hereunder and under the other Loan Documents is suitable and appropriate
for it.


 


(b)          Each
DIP Lender acknowledges that (i) it is solely responsible for making its own independent appraisal and investigation of all
risks arising under or in connection with this Agreement and the other Loan Documents, (ii) that it has, independently and
without reliance upon the DIP Agent, the other DIP Lenders or any of their respective Related Parties, made its own appraisal and
investigation of all risks associated with, and its own credit analysis and decision to enter into, this Agreement based on such
documents and information, as it has deemed appropriate and (iii) it will, independently and without reliance upon the DIP
Agent, any other DIP Lender or any of their respective Related Parties, continue to be solely responsible for making its own appraisal
and investigation of all risks arising under or in connection with, and its own credit analysis and decision to take or not take
action under, this Agreement and the other Loan Documents based on such documents and information as it shall from time to time
deem appropriate, which may include, in each case:


 


(i)        the
financial condition, status and capitalization of the Borrowers and each other Credit Party;


 






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(ii)       the
legality, validity, effectiveness, adequacy or enforceability of this Agreement and each other Loan Document and any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in connection with any Loan Document;


 


(iii)      determining
compliance or non-compliance with any condition hereunder to the making of a DIP Loan and the form and substance of all evidence
delivered in connection with establishing the satisfaction of each such condition;


 


(iv)   
    the adequacy, accuracy and/or completeness of any information delivered by
the DIP Agent, the DIP Lenders or by any of their respective Related Parties under or in connection with this Agreement or
any other Loan Document, the transactions contemplated hereby and thereby or any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Loan Document; provided that this Section 8.06(b)(iv) shall
not affect any express obligations of DIP Agent or any DIP Lender under this Agreement to provide notices or
information.


 


Without limiting the indemnification obligations
of the DIP Lenders, the DIP Agent (in its role as such and in its role as the Security Trustee) shall at the direction of the Required
DIP Lenders (which can be through counsel): (w) appear in proceedings before the Bankruptcy Court and any other court; (x) execute
and deliver Loan Documents and any other document or instrument; (y) file Loan Documents and any other document or instrument;
and/or (z) execute and/or deliver notices to any Credit Party or any other Person, in respect of the Loan Documents and/or
Collateral; in each case of clauses (w), (x), (y) and (z), including, without limitation, in connection with (1) obtaining,
perfecting, preserving and maintaining liens and security interest in the Collateral in accordance with this Agreement and the
DIP Order and (2) to document, obtain and enforce of rights and remedies under the Loan Documents.


 


Section 8.07       Indemnification.
The DIP Lenders agree to indemnify the DIP Agent (to the extent not reimbursed by the Borrowers),
ratably according to the respective principal amounts of the Notes then held by each of them (or if no principal of the Notes is
at the time outstanding or if any principal of the Notes is held by any Person which is not a DIP Lender, ratably according to
the respective amounts of their Commitments then existing, or, if no such principal amounts are then outstanding (or if any principal
of the Notes is held by any Person which is not a DIP Lender) and no Commitments are then existing, ratably according to the respective
amounts of the Commitments existing immediately prior to the termination thereof), from and against any and all claims, damages,
losses, liabilities and expenses (including reasonable fees and disbursements of counsel) of any kind or nature whatsoever which
may be imposed on, incurred by, or asserted against the DIP Agent in any way relating to or arising out of any of the Loan Documents
or any action taken or omitted by the DIP Agent under the Loan Documents (EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY
OR EXPENSE ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH CLAIM,
DAMAGE, LOSS, LIABILITY OR EXPENSE DETERMINED BY A COURT OF COMPETENT JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT TO HAVE
RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE DIP AGENT). IT IS THE INTENT OF THE PARTIES HERETO THAT THE DIP
AGENT SHALL, TO THE EXTENT PROVIDED IN THIS Section 8.07, BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY
NEGLIGENCE. Without limitation of the foregoing, each DIP Lender agrees to reimburse the DIP Agent promptly upon demand for such
DIP Lender’s ratable share of any reasonable out-of-pocket expenses (including reasonable counsel fees) incurred by the DIP
Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether
through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, the Loan
Documents, or any of them, to the extent that the DIP Agent is not reimbursed for such expenses by the Borrowers.


 






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Section 8.08       Resignation
by the Agents; Removal of Agents.


 


(a)          The
DIP Agent may at any time give notice of its resignation to the Borrowers and the DIP Lenders. Upon receipt of any such notice
of resignation, the Required DIP Lenders shall have the right, in consultation with the Lead Borrower, to appoint a successor,
which shall be a commercial bank or trust company, or an Affiliate of any such bank or trust company or, subject to the Lead Borrower’s
approval (such approval not to be unreasonably withheld), another Person that engages in agency functions. If no such successor
shall have been so appointed by the Required DIP Lenders and shall have accepted such appointment within 30 days after the retiring
DIP Agent gives notice of its resignation (such 30-day period, the “Agent Appointment Period”), then the retiring
DIP Agent may on behalf of the Required DIP Lenders, appoint a successor DIP Agent meeting the qualifications set forth above.
In addition and without any obligation on the part of the retiring DIP Agent to appoint, on behalf of the Required DIP Lenders,
a successor DIP Agent the retiring DIP Agent may at any time upon or after the end of the Agent Appointment Period notify the Borrowers
and the Required DIP Lenders that no qualifying Person has accepted appointment as successor DIP Agent and the effective date of
such retiring DIP Agent’s resignation, which effective date shall be no earlier than three Business Days after the date of
such notice. Upon the resignation effective date established in such notice and regardless of whether a successor DIP Agent has
been appointed and accepted such appointment, the retiring DIP Agent’s resignation shall nonetheless become effective and
(i) the retiring DIP Agent shall be discharged from its duties and obligations as DIP Agent hereunder and under the other
Loan Documents and (ii) all payments, communications and determinations provided to be made by, to or through the DIP Agent
shall instead be made by or to each DIP Lender directly, until such time as the Required DIP Lenders appoint a successor DIP Agent
as provided for above in this paragraph. Upon the acceptance of a successor’s appointment as DIP Agent hereunder, such successor
shall succeed to and become vested with all of the rights, powers, privileges and duties as DIP Agent of the retiring (or retired)
DIP Agent, and the retiring DIP Agent shall be discharged from all of its duties and obligations as DIP Agent hereunder or under
the other Loan Documents (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrowers
to a successor DIP Agent shall be substantially the same as those payable to its predecessor unless otherwise agreed between the
Borrowers and such successor. After the retiring DIP Agent’s resignation hereunder and under the other Loan Documents, the
provisions of this Article VIII and Section 9.05 shall continue in effect for the benefit of such retiring
DIP Agent its sub agents and its Related Parties in respect of any actions taken or omitted to be taken by any of them while the
retiring DIP Agent was acting as DIP Agent.


 


(b)            Anything
herein to the contrary notwithstanding, if at any time the Required DIP Lenders determine that the Person serving as DIP Agent
is (without taking into account any provision in the definition of “Defaulting Lender” requiring notice from
the Administrative Agent or any other party) a Defaulting Lender, the Required DIP Lenders may by notice to the Borrowers and such
Person remove such Person as DIP Agent, and, in consultation with the Lead Borrower, appoint a replacement DIP Agent, which shall
be a to appoint a successor, which shall be a commercial bank or trust company, or an Affiliate of any such bank or trust company
or, subject to the Lead Borrower’s approval (such approval not to be unreasonably withheld), another Person that engages
in agency functions.


 






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Section 8.09       DIP
Lender’s Reliance, Etc. None of the DIP Lenders nor any of their Related Parties
shall be liable for any action taken or omitted to be taken by it or them under or in connection with any Loan Document, except
for its or their own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable
judgment. Without limitation of the generality of the foregoing, each DIP Lender (i) may treat the payee of any Note as the
holder thereof until it receives and executes an Assignment and Acceptance entered into by the DIP Lender that is payee of such
Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 9.06, (ii) may consult with legal
counsel (including counsel for the Borrowers), independent public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts; (iii) makes no warranty or representation to any DIP Lender and shall not be responsible to any DIP Lender for
any statements, warranties or representations (whether written or oral) made in or in connection with any Loan Document or any
other instrument or document furnished pursuant hereto or in connection herewith; (iv) shall not have any duty to ascertain
or to inquire as to the performance or observance of any of the terms, covenants or conditions of any Loan Document or any other
instrument or document furnished pursuant hereto or in connection herewith on the part of the Borrowers or any other Person or
to inspect the property (including the books and records) of the Borrowers or any other Person; (v) shall not be responsible
for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document or any other
instrument or document furnished pursuant hereto or in connection herewith; and (vi) shall incur no liability under or in
respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by facsimile)
believed by it to be genuine and signed, given or sent by the proper party or parties except for liability determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted from its gross negligence or willful misconduct.


 


Section 8.10       Cure
of Defaulting Lender. If the DIP Agent and the DIP Lenders agree in writing in their discretion
that a DIP Lender is no longer a Defaulting Lender, the DIP Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any
amounts then held in the segregated account referred to in Section 2.14), such DIP Lender will, to the extent applicable,
purchase at par such portion of outstanding DIP Loans of the other DIP Lender and/or make such other adjustments as the DIP Agent
may determine to be necessary to cause the DIP Loans of the DIP Lender to be on a pro rata basis in accordance with their respective
Commitments, whereupon such DIP Lender will cease to be a Defaulting Lender and will be a Non-Defaulting Lender (and such Credit
Extension of each DIP Lender will automatically be adjusted on a prospective basis to reflect the foregoing); provided that
no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while
such DIP Lender was a Defaulting Lender; and provided further that, except to the extent otherwise expressly agreed by the
affected parties, no change hereunder from Defaulting Lender to Non-Defaulting Lender will constitute a waiver or release of any
claim of any party hereunder arising from such DIP Lender’s having been a Defaulting Lender.


 






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Section 8.11       DIP
Agent. In its capacity as DIP Agent, the DIP Agent is a “representative” of
the Secured Parties within the meaning of the term “secured party” as defined in the UCC. Each DIP Lender authorizes
the DIP Agent to enter into each of the Collateral Documents to which it is a party and to take all action contemplated by such
documents. Each DIP Lender agrees that no Secured Party (other than the DIP Agent, the DIP Agent or the Required DIP Lenders) shall
have the right individually to seek to realize upon the security granted by any Collateral Document, it being understood and agreed
that such rights and remedies may be exercised solely by the DIP Agent and the Required DIP Lenders for the benefit of the Secured
Parties upon the terms of the Collateral Documents. In the event that any Collateral is hereafter pledged by any Person as collateral
security for the Obligations, subject to this Agreement and the DIP Order, the DIP Agent is hereby authorized, and hereby granted
a power of attorney, to execute and deliver on behalf of the Secured Parties any documents, necessary or appropriate to grant and
perfect a Lien on such Collateral in favor of the DIP Agent and the DIP Agent on behalf of the Secured Parties.


 


Section 8.12       Collateral
Release Matters. The DIP Lenders hereby authorize the DIP Agent, at its option and in
its discretion, to release any Lien granted to or held by the DIP Agent upon any Collateral (a) as described in Section 9.01(d);
or (b) if approved, authorized or ratified in writing by the Required DIP Lenders, unless such release is required to be approved
by all of the DIP Lenders hereunder; provided, however, that (i) the DIP Agent shall not be required to execute
any such document on terms which, in the DIP Agent’s opinion, would expose the DIP Agent to liability or create any obligation
or entail any consequence other than the release of such Liens without recourse or warranty, and (ii) such release shall not
in any manner discharge, affect or impair the Obligations or any Liens (other than those expressly being released) upon all interests
retained by the Borrowers or any Subsidiary, including the proceeds of the sale, all of which shall continue to constitute part
of the Collateral. Any execution and delivery by the DIP Agent of documents in connection with any such release shall be without
recourse to or warranty by the DIP Agent.


 


Section 8.13       Agents
May File Proofs of Claim. In case of the pendency of any proceeding with respect
to any Debtor, Borrower or any other Guarantor under any federal, state or foreign bankruptcy, insolvency, receivership, administration,
examinership or similar law now or hereafter in effect, the DIP Agent (irrespective of whether the principal of any DIP Loan shall
then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the DIP Agent shall have
made any demand on the Borrowers) or the DIP Agent shall be entitled and empowered (but not obligated) by intervention in such
proceeding or otherwise:


 


(a)          to
file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the DIP Loans and all
other Obligations or Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the DIP Lenders and the DIP Agent allowed in such judicial proceeding; and


 






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(b)          to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;


 


and any custodian, receiver, assignee,
trustee, administrator, examiner, liquidator, sequestrator or other similar official in any such proceeding is hereby authorized
by each DIP Lender and each other Secured Party to make such payments to the DIP Agent and, in the event that the DIP Agent shall
consent to the making of such payments directly to any DIP Lender or the other Secured Parties, to pay to the DIP Agent any amount
due to it, in its capacity as the DIP Agent under the Loan Documents (including under Section 8.02 and Section 8.04).


 


Section 8.14       Swiss
Collateral Documents. Without limiting any other rights of the DIP Agent under this Agreement,
in relation to the Collateral Documents governed by the laws of Switzerland (the “Swiss Collateral Documents”):


 


(a)          the
DIP Agent holds:


 


(i)        any
Collateral constituted by such Swiss Collateral Document (but only in relation to an assignment or any other non-accessory (nicht
akzessorische) Collateral);


 


(ii)       the
benefit of this paragraph; and


 


(iii)      any
proceeds of such Collateral,


 


as fiduciary (treuhänderisch)
in its own name but for the account of all relevant Secured Parties which have the benefit of such Collateral in accordance with
this Agreement and the respective Swiss Collateral Documents;


 


(b)         each
present and future Secured Party hereby authorizes the DIP Agent:


 


(i)        acting
for itself, and in the name and for the account of such Secured Party, to accept as its direct representative (direkter Stellvertreter)
any Swiss law pledge or any other Swiss law accessory (akzessorische) Collateral made or expressed to be made to such Secured
Party in relation to the Swiss Collateral Documents, to hold, administer and, if necessary, enforce any such Collateral on behalf
of each relevant Secured Party which has the benefit of such Collateral in accordance with the Loan Documents, including the DIP
Order;


 


(ii)       to
agree as its direct representative (direkter Stellvertreter) to amendments and alterations to any Swiss Collateral Document
which creates a pledge or any other Swiss law accessory (akzessorische) Collateral;


 


(iii)      to
effect as its direct representative (direkter Stellvertreter) any release of a Collateral created under a Swiss Collateral
Document in accordance with this Agreement; and


 


(iv)      to
exercise as its direct representative (direkter Stellvertreter) such other rights granted to the DIP Agent hereunder or
under the relevant Swiss Collateral Document.


 






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Article IX


MISCELLANEOUS


 


Section 9.01     Amendments,
Etc.


 


(a)           Amendments
Generally. No amendment or waiver of any provision of any Loan Document, nor consent to any departure by any Credit Party therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Required DIP Lenders, and then such waiver
or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that:


 


(i)            no
amendment, waiver or consent shall, unless in writing and signed by all the DIP Lenders affected thereby, do any of the following:
(A) increase or extend any Commitment of any DIP Lender or subject any DIP Lender to any additional obligation, (B) forgive
or reduce the pricing of, principal of, or rate of interest on, the DIP Loans or any fees or other amounts payable hereunder, and
(C) postpone any date fixed for any payment of principal of, or interest on, the DIP Loans or any fees or other amounts payable
hereunder (it being agreed that a waiver of any condition precedent or the waiver of any Default, Event of Default or mandatory
prepayment will not constitute a postponement under this clause (C)); provided, however, that only the consent of the Required
DIP Lenders shall be necessary to waive any obligation of the Borrowers to pay interest at the Default Rate;


 


(ii)           no
amendment, waiver or consent shall, unless in writing and signed by all the DIP Lenders, do any of the following: (A) take
any action which requires the signing of all the DIP Lenders pursuant to the terms of any Loan Document, (B) change the percentage
of the Commitments or of the aggregate unpaid principal amount of the DIP Loans which shall be required for the DIP Lenders or
any of them to take any action under any Loan Document, (C) amend this Section 9.01, (D) release any Guaranty
(other than as set forth in Section 9.01(c)), (E) modify Section 2.10(a) or any provision of
Section 2.11(a) that deals with the ratable treatment of the DIP Lenders, modify Section 7.03 or any
other pro rata sharing provisions of any Loan Document, (F) release all or substantially all of the Collateral or (G) grants
a pari passu or senior lien or claim or other interest on any material portion of the Collateral (or subordinate any Lien on any
material portion of the Collateral);


 


(iii)           no
amendment, waiver or consent shall, unless in writing and signed by the DIP Agent in addition to the DIP Lenders required above
to take such action, affect the rights or duties of the DIP Agent under any Loan Document;


 


(iv)          the
Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto (and, in
the event such modification (x) results in an increase in the amount of any fees and indemnities payable thereunder or (y) adversely
affects the rights of any of the DIP Lenders, in each case, the Required DIP Lenders); and


 


(v)           notwithstanding
anything herein to the contrary, if the Required DIP Lenders and the Borrowers acting together identify any ambiguity, omission,
mistake, typographical error or other defect in any provision of this Agreement or any other Loan Document, then the Required DIP
Lenders and the Borrowers shall be permitted to amend, modify or supplement such provision to cure such ambiguity, omission, mistake,
typographical error or other defect, and such amendment shall become effective without any further action or consent of any other
party to this Agreement or such other Loan Document.


 






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(vi)          notwithstanding
anything herein to the contrary, extensions to time periods required for delivery of any Initial Approved Budget or Budget Update,
as set forth in Section 5.01(k), may be granted by electronic mail from the Required DIP Lender’s counsel.


 


(vii)         notwithstanding
anything herein to the contrary, other than any amendment or waiver governed by this Section 9.01 or in any other Loan
Document, any consent required to be specified by the Required DIP Lenders hereunder or in any other Loan Document may be granted
by DIP Lender Professional on behalf of the Required DIP Lenders, and such consent may be provided to the Borrowers by electronic
mail from the Required DIP Lender’s counsel.


 


(b)           Defaulting
Lenders. Anything herein to the contrary notwithstanding, during such period as a DIP Lender is a Defaulting Lender, to the
fullest extent permitted by Applicable Law, such DIP Lender will not be entitled to vote in respect of amendments, waivers, determinations,
consents, or notifications hereunder or under any other Loan Document, and the Commitment, outstanding DIP Loans, and other extensions
of credit of such DIP Lender hereunder will not be taken into account in determining whether the Required DIP Lenders or all of
the DIP Lenders, as required, have approved any such amendment, waiver, determination, consent, or notification (and the definition
of “Required DIP Lenders” will automatically be deemed modified accordingly for the duration of such period);
provided, that any such amendment, waiver, determination, consent, or notification that would (i) increase or extend
the term of the Commitment of such Defaulting Lender, (ii) extend the date fixed for the payment of principal or interest
owing to such Defaulting Lender hereunder, (iii) reduce the principal amount of any obligation owing to such Defaulting Lender,
(iv) reduce the amount of or the rate or amount of interest on any amount owing to such Defaulting Lender or of any fee payable
to such Defaulting Lender hereunder, or (v)  alter the terms of this proviso, will require the consent of such Defaulting
Lender. If a Defaulting Lender’s consent to an amendment, waiver, determination, consent, or notification is required pursuant
to this Section 9.01 or any other provision in the Loan Documents, and such Defaulting Lender has failed to respond
to a written request from the DIP Agent to approve such waiver, amendment, determination, consent, or notification for 30 days
after such Defaulting Lender’s receipt of such request, such Defaulting Lender will be deemed to have approved such amendment,
waiver, determination, consent, or notification.


 


(c)           Permitted
Releases of Guarantors. Anything herein to the contrary notwithstanding, the DIP Lenders hereby irrevocably authorize the DIP
Agent to release any Guarantor that becomes a Guarantor pursuant to and in accordance with the terms and conditions set forth in
Section 5.10 upon (i) the indefeasible payment in full in cash and full discharge of the Obligations (other than
contingent indemnification obligations as to which no claim has been received by any Loan Party), (ii) such Guarantor ceasing
to be a Subsidiary as a result of any Disposition otherwise permitted under, and made in compliance with the terms of, this Agreement
and the other Loan Documents or (iii) such Guarantor ceasing to exist as permitted by Section 6.04(a).


 






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(d)           Release
of Collateral.


 


(i)            Each
DIP Lender hereby authorizes the DIP Agent to release any Liens granted to the DIP Agent by the Credit Parties on the Collateral
(A) upon the indefeasible payment in full in cash and full discharge of the Obligations (other than contingent indemnification
obligations as to which no claim has been made), or (B) pursuant to a Disposition of Property permitted under this Agreement
or any other Loan Document subject to the DIP Lenders’ prior receipt of a Proceeds Certificate and satisfaction of the provisions
of the following clause (ii).


 


(ii)           The
DIP Agent agrees for the benefit of the Borrowers and the Guarantors that if the DIP Agent and the Required DIP Lenders at any
time receive the following with respect to any release referred to in Section 9.01(d)(i)(B), at least ten (10) days
prior to the proposed release: (i) an officer’s certificate stating that the conditions precedent in this Agreement
and all other relevant Loan Documents, if any, relating to the release of the Collateral have been complied with, and a list of
Property to be disposed, Net Cash Proceeds expected to be received in connection therewith and the specific provisions of the this
Agreement that permit such Disposition; and (ii) the proposed instrument or instruments releasing such Lien as to such Property
in recordable form, then, so long as the Required DIP Lenders do not deliver to the Borrowers and the DIP Agent within seven (7) days
(such period of time, the “Objection Window”) after receipt of such notice a written objection (during which
Objection Window the Borrowers shall comply with reasonable requests for information with respect to the applicable Disposition
from the Required DIP Lenders), the DIP Agent shall promptly (and the DIP Lenders hereby authorize the DIP Agent to) execute and
deliver (or otherwise authorize the filing of) such release and such instrument or instruments to the Borrowers or other applicable
Guarantor and take such action and execute any such other documents as may be reasonably requested by the Lead Borrower and at
the Lead Borrower’s expense in connection with the release. The DIP Lenders hereby authorize the DIP Agent to execute and
deliver (or otherwise authorize the filing of) such release and such instrument or instruments in accordance with this Section 9.01(d) at
any time after the Objection Window expires. In addition, the DIP Agent agrees to (and the DIP Lenders hereby authorize the DIP
Agent to) take such actions as are reasonably requested by the Lead Borrower and at the Lead Borrower’s expense to terminate
the Liens and security interests created by the Loan Documents upon the indefeasible payment in full in cash, and the full discharge
of the Obligations (other than contingent indemnification obligations as to which no claim has been made) and the termination of
all Commitments.


 






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Section 9.02     Notices,
Etc.


 


(a)          All
notices, demands, requests, consents and other communications provided for hereunder shall be in writing or by any telecommunication
device capable of creating a written record (including electronic mail), and mailed, faxed, or delivered, if to the Borrowers and
the other Credit Parties, at the address, facsimile number or email address set forth below:


 


Valaris plc





Treasury Department





Attn:     Treasurer





5847 San Felipe, Suite 3300





Houston, Texas 77057





Phone:     713-789-1400





E-mail:
Darin.Gibbins@valaris.com


 


With a copy to:


 


Valaris plc





Attn: Michael T. McGuinty, Senior
Vice President and General Counsel





110 Cannon Street





London, EC4N 6EU United Kingdom





E-mail:
Michael.McGuinty@valaris.com


 


With a copy to (which copy shall
not constitute notice hereunder):


 


Kirkland & Ellis LLP





555 California Street, 27th Floor





San Francisco, CA 94104





Attention: Samantha Good, P.C.;
Kelann Stirling





Phone: (415) 439-1914





Facsimile: (415) 439-1500





E-mail: sgood@kirkland.com; kelann.stirling@kirkland.com


 


if to the DIP Agent, at its address, facsimile
number or email address set forth below:


 


Wilmington Savings Fund Society,
FSB





500 Delaware Avenue, 11th Floor





Wilmington, Delaware 19801





Attention: Geoffrey J, Lewis





Facsimile: (302) 421-9137





E-mail:
GLewis@wsfsbank.com


 


With a copy to:


 


Pryor Cashman LLP





1 Times Square





New York, NY 10036-6569





Attention: Seth H. Lieberman, Esq.





Facsimile: (212) 798-6917





Phone: (212) 326-0819





E-mail: slieberman@pryorcashman.


 






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if to the Required DIP Lenders, to the
care of address and email address set forth below:


 


Kramer Levin Naftalis &
Frankel LLP





1177 Avenue of the Americas





New York, New York 10036





Attention: Thomas Moers Mayer,
Stephen Zide and Nathaniel Allard





Email: tmayer@kramerlevin.com,
szide@kramerlevin.com and nallard@kramerlevin.com.



 


(b)           All
notices, demands, requests, consents and other communications described in clause (a) shall be effective (i) if
delivered by hand, including any overnight courier service, upon personal delivery, (ii) if delivered by mail, when deposited
in the mail, (iii) if an Approved Electronic Communication is to be delivered, by posting to an Approved Electronic Platform,
an Internet website or a similar telecommunication device requiring that a user have prior access to such Approved Electronic Platform,
website or other device (to the extent permitted by Section 9.03 to be delivered thereunder), when such notice, demand,
request, consent and other communication shall have been made generally available on such Approved Electronic Platform, Internet
website or similar device to the class of Person being notified (regardless of whether any such Person must accomplish, and whether
or not any such Person shall have accomplished, any action prior to obtaining access to such items, including registration, disclosure
of contact information, compliance with a standard user agreement or undertaking a duty of confidentiality) and such Person has
been notified in respect of such posting that a communication has been posted to the Approved Electronic Platform and (iv) subject
to the limitations or exclusions upon those forms of Communications that may not be transmitted by means of Approved Electronic
Communications, and other than any notice given to the Borrowers of an assignment under Section 9.06(a) (which
notice shall be delivered by hand, including any overnight courier service, by mail, or by facsimile), if delivered by electronic
mail or any other telecommunications device, when transmitted to an electronic mail address (or by another means of electronic
delivery) as provided in clause (a); provided, however, that notices and communications to the DIP Agent pursuant
to Article II or Article VIII shall not be effective until received by the DIP Agent.


 


(c)           Notwithstanding
clauses (a) and (b) (unless the DIP Agent requests that the provisions of clause (a) and (b) be
followed) and any other provision in this Agreement or any other Loan Document providing for the delivery of any Approved Electronic
Communication by any other means, the Loan Parties shall deliver all Approved Electronic Communications to the DIP Agent by properly
transmitting such Approved Electronic Communications in an electronic/soft medium in a format acceptable to the DIP Agent to the
Lead Borrower. Nothing in this clause (c) shall prejudice the right of the DIP Agent or any DIP Lender to deliver any
Approved Electronic Communication to any Credit Party in any manner authorized in this Agreement or to request that the Borrowers
effect delivery in such manner.


 


Section 9.03     No
Waiver; Remedies. No failure on the part of any DIP Lender or the DIP Agent to exercise,
and no delay in exercising, any right under any Loan Document shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies provided
in the Loan Documents are cumulative and not exclusive of any remedies provided by law.


 






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Section 9.04     Costs,
Expenses and Indemnity.


 


(a)           Costs
and Expenses. The Borrower shall pay, on a monthly basis (i) all reasonable and documented fees, costs, disbursements
and expenses of the DIP Agent and the DIP Lenders in connection with the Chapter 11 Cases, the Debtors, the negotiation and implementation
of any chapter 11 plan, and the English Proceeding (including for the preparation, negotiation, execution, documentation, delivery,
administration and modification of the Commitment Letter, the Loan Documents, including, without limitation, such fees and expenses
of the DIP Agent and the DIP Lenders with respect to the satisfaction of the matters referred to in Section 3.01 and
Section 3.02, and any due diligence investigation, syndication expenses, travel expenses and fees, disbursements and
irrecoverable value added taxes and other charges of counsel (including, without limitation, the reasonable and documented fees,
costs, disbursements and expenses of the DIP Lender Professionals)), and (ii) all reasonable and documented legal and other
fees, costs, disbursements and expenses of the DIP Agent and the DIP Lenders (including, without limitation, the reasonable and
documented out-of-pocket fees, costs, disbursements and expenses of (u) Kramer Levin Naftalis & Frankel LLP, (v) Akin
Gump LLP, (w) Porter Hedges LLP, (x) Watson Farley & Williams LLP, (y) to the extent the Required DIP Lenders
deem necessary, one local counsel to the DIP Lenders and the DIP Agent, as a whole, in each relevant jurisdiction, and (z) to
the extent the Required DIP Lenders deem necessary, in the case of an actual or perceived conflict of interest where the person
affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction),
in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Commitment Letter, the
Loan Documents or incurred in connection with any workout, restructuring or bankruptcy.


 


(b)          Indemnification.
The Credit Parties shall indemnify the DIP Agent and the DIP Lenders and each of their respective affiliates and their affiliates’
respective officers, directors, employees, agents, advisors, attorneys and representatives (each, an “Indemnified Party”)
from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits,
liabilities, actions, costs, expenses and disbursements (including irrecoverable value added taxes, reasonable and documented fees
and out-of-pocket costs and expenses of the DIP Lender Professionals), joint or several, of any kind or nature whatsoever which
may at any time be imposed on, incurred by or asserted against any such Indemnified Party (including, without limitation, in connection
with any investigation, litigation or proceeding or the preparation of any defense or defending against, or participating in any
such loss, damage, penalty, claim, demand, action, judgment, suit, liability or action or other proceeding or in connection therewith),
in each case arising out of or in connection with or by reason of the Commitment Letter, the DIP Agent Fee Letter, this Agreement
or the other Loan Documents or any of the transactions contemplated hereby or thereby, or the actual or proposed use of the proceeds
DIP Facility (any of the foregoing, an “Action”), regardless of whether any such Indemnified Party is a party
thereto (and regardless of whether such Action is initiated by the Credit Parties’ equity holders, creditors or any other
third party or any of its respective subsidiaries or affiliates), except solely with respect to an Indemnified Party, to the extent
such liability, obligation, loss, damage, penalty, claim, demand, action, judgment, suit, cost, expense or disbursement (i) is
found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful
misconduct of such Indemnified Party or (ii) arises out of a dispute solely among Indemnified Parties and not arising out
of any act or omission of any of the Borrowers or any of their Subsidiaries (other than any claims, damages, losses, liabilities
and expenses against the DIP Agent in its capacity as such) or (iii) is an Excluded Tax or is recoverable value added taxes
except to the extent such excluded tax or recoverable value added tax is payable solely as a result of the indemnified obligations
hereunder; provided, however, the Borrowers shall have no obligation to indemnify any Indemnified Parties under the
Loan Documents for any liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs,
expenses and disbursements in relation to any Noteholder Litigation.


 






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Section 9.05     Right
of Set-Off. Upon (a) the occurrence and during the continuance of any Event of Default
and (b) the making of the request or the granting of the consent specified by Section 7.01 to authorize the DIP
Agent or the Required DIP Lenders to declare the Notes due and payable pursuant to the provisions of Section 7.01,
the DIP Agent and each DIP Lender is hereby authorized at any time and from time to time, to the fullest extent permitted by law,
to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other
indebtedness at any time owing by the DIP Agent or such DIP Lender to or for the credit or the account of the Borrowers against
any and all of the obligations of the Borrowers now or hereafter existing under this Agreement and the Note held by the DIP Agent
or such DIP Lender, irrespective of whether or not the DIP Agent or such DIP Lender shall have made any demand under this Agreement
or such Note and although such obligations may be unmatured; provided that in the event that any Defaulting Lender exercises
any such right of setoff, (x) all amounts so set off will be paid over immediately to the DIP Agent for further application
in accordance with the provisions of Section 2.14 and, pending such payment, will be segregated by such Defaulting
Lender from its other funds and deemed held in trust for the benefit of the DIP Agent and the DIP Lenders and (y) such Defaulting
Lender will provide promptly to the DIP Agent a statement describing in reasonable detail the Obligations owing to such Defaulting
Lender as to which it exercised such right of setoff. Each of the DIP Agent and each DIP Lender agrees promptly to notify the DIP
Agent after any such set-off and application made by the DIP Agent on behalf of such DIP Lender, provided that the failure
to give such notice shall not affect the validity of such set-off and application. The rights of the DIP Agent and each DIP Lender
under this Section 9.05 are in addition to other rights and remedies (including other rights of set-off) which the
DIP Agent and such DIP Lender may have.


 


Section 9.06     Assignments
and Participations.


 


(a)           Assignments
by DIP Lenders. Each DIP Lender may, in accordance with Applicable Law, assign to one or more DIP Lenders or other entities all
or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment, the DIP Loans owing
to it and the Notes held by it); provided, however, that


 


(i)            each
such assignment shall be of a constant, and not a varying, percentage of all rights and obligations under this Agreement,


 


(ii)           except
in the case of an assignment of all of a DIP Lender’s rights and obligations under this Agreement, and/or other than with
respect to assignments to a current DIP Lender, Affiliates of a DIP Lender, an Approved Fund of a DIP Lender, the sum of the Commitment
of the assigning DIP Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance
with respect to such assignment) shall in no event be less than the least of (x) $5,000,000 (and in increments of $1,000,000
in excess thereof) (with such minimum amounts calculated as an aggregate for a DIP Lender and its Affiliates with respect to same
day assignments by a group of affiliated DIP Lenders) or (y) such lesser amounts that the Lead Borrower may agree (with consent
not to be unreasonably withheld, delayed or conditioned),


 






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(iii)           each
such assignment shall be to an Eligible Assignee and no assignment shall be made to any Disqualified Lender,


 


(iv)          written
consent of the Borrowers and the DIP Agent is required (not to be unreasonably withheld or delayed) to such assignment if and only
if such assignment is to a Person that is not another DIP Lender, any Affiliate of any DIP Lender or an Approved Fund; provided,
that no such consent shall be required of the Borrowers if an Event of Default hereunder has occurred and is continuing; provided,
however, that, the Borrowers shall be deemed to have consented to such assignment unless it shall object by written notice
(which may be by electronic mail) to the DIP Agent and the DIP Lender requesting such consent within five Business Days after having
received written notice of such assignment,


 


(v)           the
parties to each such assignment shall execute and deliver to the DIP Agent, for recording by the DIP Agent in the Register, an
Assignment and Acceptance, together with any Notes then held by such assigning DIP Lender and any Notes then held by such assignee
and, except in the case of an assignment from a DIP Lender to its Affiliate, a processing and recordation fee of $3,500 payable
to the DIP Agent, and


 


(vi)          no
such assignment will be made to any Defaulting Lender or any of its subsidiaries, any Disqualified Lender, or any person who, upon
becoming a DIP Lender hereunder, would constitute any of the foregoing Persons described in this clause (vi).


 


Upon such execution, delivery, acceptance
and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder
shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment
and Acceptance, have the rights and obligations of a DIP Lender hereunder and (y) the DIP Lender assignor thereunder shall,
to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish
its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering
all of an assigning DIP Lender’s rights and obligations under this Agreement, such DIP Lender shall cease to be a party hereto
except that the rights under Section 2.07, Section 2.09 and Section 9.04 of such DIP Lender
shall continue with respect to events and occurrences occurring before or concurrently with its ceasing to be a party hereto).
Any assignment or transfer by a DIP Lender of rights or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such DIP Lender of a participation in such rights and obligations
in accordance with paragraph (e) of this Section 9.06.


 






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(b)          Agreements
of Assignor and Assignee. By executing and delivering an Assignment and Acceptance, the DIP Lender assignor thereunder and
the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided
in such Assignment and Acceptance, such assigning DIP Lender makes no representation or warranty and assumes no responsibility
with respect to any statements, warranties or representations made in or in connection with any Loan Document or any other instrument
or document furnished pursuant hereto or in connection herewith, or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of any Loan Document or any other instrument or document furnished pursuant hereto or in connection herewith;
(ii) such assigning DIP Lender makes no representation or warranty and assumes no responsibility with respect to the financial
condition of the Borrowers or any other Person or the performance or observance by the Borrowers or any other Person of any of
its respective obligations under any Loan Document or any other instrument or document furnished pursuant hereto or in connection
herewith; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial
statements referred to in Section 4.04 and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently
and without reliance upon the DIP Agent, such assigning DIP Lender or any other DIP Lender and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement,
any of the other Loan Documents or any other instrument or document; (v) such assignee confirms that it is an Eligible Assignee;
(vi) such assignee appoints and authorizes the DIP Agent to take such action as DIP Agent on its behalf and to exercise such
powers and discretion under the Loan Documents as are delegated to the DIP Agent by the terms hereof or thereof, together with
such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance
with their terms all of the obligations which by the terms of this Agreement are required to be performed by it as a DIP Lender.


 


(c)           Register.
The DIP Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers (and such agency being solely for tax purposes),
shall maintain at the DIP Agent’s address referred to in Section 9.02 a copy of each Assignment and Acceptance
delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of
the DIP Lenders, and the Commitments of, and principal amounts (and stated interest, if any) of the DIP Loans owing to, each DIP
Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, absent manifest error, and the Borrowers, the DIP Agent and the DIP Lenders shall treat each Person whose name is recorded
in the Register pursuant to the terms hereof as a DIP Lender hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Borrowers and any DIP Lender, at any reasonable time and from time to time upon reasonable prior
notice.


 


(d)          Acceptance
of Assignment by DIP Agent; Notes. Upon its receipt of an Assignment and Acceptance executed by an assigning DIP Lender and
an assignee representing that it is an Eligible Assignee, together with any Notes then held by such assigning DIP Lender and any
Notes then held by such assignee, the DIP Agent shall, if such Assignment and Acceptance has been completed and is in substantially
the form of Exhibit E, (i) accept such Assignment and Acceptance, (ii) record the information contained therein
in the Register and (iii) give prompt written notice thereof (which notice shall be delivered by hand, including any overnight
courier service, by mail, or by facsimile) to the Lead Borrower. Within five Business Days after its receipt of such notice, an
authorized officer of the Borrowers shall execute and deliver to the DIP Agent, in exchange for any surrendered Notes, a new Note
payable to the order of such Eligible Assignee (if a new Note is requested by such Eligible Assignee) in an amount equal to its
Commitment after giving effect to such Assignment and Acceptance and, if the assigning DIP Lender has retained a Commitment hereunder,
a new Note payable to the order of the assigning DIP Lender (if a new Note is requested by the assigning DIP Lender) in an amount
equal to the Commitment retained by it hereunder (such new Notes, if any, shall be in an aggregate principal amount equal to the
aggregate principal amount of such surrendered Notes, if any, shall be dated the effective date of such Assignment and Acceptance,
shall be properly completed and shall otherwise be in substantially the form of Exhibit B).


 






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(e)           Participations.
Each DIP Lender, in accordance with Applicable Law, may sell participations to one or more DIP Lenders or other entities (other
than the Borrowers or any of its Affiliates or any Disqualified Lender) in or to all or a portion of its rights and obligations
under this Agreement (including all or a portion of any of its Commitments, the DIP Loans owing to it and the Note held by it);
provided that (i) such DIP Lender’s obligations under this Agreement (including its Commitments to the Borrowers
hereunder) shall remain unchanged, (ii) such DIP Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations, (iii) such DIP Lender shall remain the holder of any such Notes for all purposes of this
Agreement, (iv) the Borrowers, the DIP Agent, and the other DIP Lenders shall continue to deal solely and directly with such
DIP Lender in connection with such DIP Lender’s rights and obligations under this Agreement, (v) the terms of any such
participation shall not include voting rights for the Participant other than for matters requiring consent of all DIP Lenders or
all affected DIP Lenders as set forth in Section 9.01(a) hereof; provided, that each DIP Lender shall provide
the Borrowers with written notice of any such participation as soon as reasonably practicable to the extent such participation
grants to the Participant voting rights over matters requiring consent of all DIP Lenders or all affected DIP Lenders, and (vi) such
DIP Lender, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintains a register on which it enters the
name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the
DIP Loans or other obligations under the Loan Documents (the “Participant Register”), provided that no
DIP Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any
participant or any information relating to a participant’s interest in any commitments, advances or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan or other obligation is in registered form for U.S. federal income Tax purposes or to the extent required pursuant to sub-clause
(v) above. The entries in the Participant Register shall be conclusive absent manifest error, and such DIP Lender shall treat
each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement
notwithstanding any notice to the contrary. A Participant shall not be entitled to receive any greater payment under ‎Section 2.07
and ‎Section 2.09 than the applicable DIP Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless (i) the sale of the participation to such Participant is made with the Borrowers’ prior
written consent or (ii) such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant
acquired the applicable participation. A Participant shall not be entitled to the benefits of ‎Section 2.09 unless
such Participant agrees, for the benefit of the Borrowers, to comply with ‎Section 2.09 as though it were a DIP
Lender (it being understood that the Tax documentation required under Section 2.09 shall be delivered to the participating
DIP Lender and the participating DIP Lender shall promptly provide a copy of such Tax documentation to the Lead Borrower).


 






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(f)           Disclosure
of Information. Any DIP Lender may, in connection with any assignment or participation or proposed assignment or participation
pursuant to this Section 9.06, disclose to the assignee or participant or proposed assignee or participant any information
relating to the Borrowers or any of their Affiliates furnished to such DIP Lender by or on behalf of the Borrowers or any of their
Affiliates; provided, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant
shall agree to comply with Section 9.09.


 


(g)           Certain
Pledges and Assignments by DIP Lenders. Notwithstanding any other provision set forth in this Agreement, any DIP Lender may
at any time (i) create a security interest in all or any portion of its rights under the Loan Documents (including the DIP
Loans owing to it and the Notes held by it) including in favor of any Federal Reserve Bank in accordance with Regulation A of the
Federal Reserve Board or any other central bank having jurisdiction over such DIP Lender and (ii) upon notice to the Borrowers
and the DIP Agent, assign all or any portion of its rights and obligations under the Loan Documents to any of its Affiliates.


 


(h)           No
Third Party Rights. Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than
the parties hereto, their respective successors and assigns permitted hereby, participants to the extent provided in paragraph
(e) of this Section 9.06 and, to the extent expressly contemplated hereby, the Related Parties of each of the
DIP Agent, and the DIP Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.


 


(i)           Defaulting
Lenders. In connection with any assignment of rights and obligations of any Defaulting Lender hereunder (including pursuant
to Section 2.12), no such assignment will be effective unless and until, in addition to the other conditions thereto
set forth herein, the parties to the assignment make such additional payments to the DIP Agent in an aggregate amount sufficient,
upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations,
or other compensating actions, including funding, with the consent of the Borrowers and the DIP Agent, the applicable pro rata
share of DIP Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor
hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to
the DIP Agent and each other DIP Lender (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full
pro rata share of all DIP Loans in accordance with its Ratable Portion. Notwithstanding the foregoing, in the event that any assignment
of rights and obligations of any Defaulting Lender hereunder becomes effective under Applicable Law without compliance with the
provisions of this paragraph, then the assignee of such interest will be deemed to be a Defaulting Lender for all purposes of this
Agreement until such compliance occurs.


 


Section 9.07     Governing
Law; Entire Agreement. This Agreement and the Notes shall be governed by, and construed
in accordance with, the internal laws of the State of New York. This Agreement, the Notes, the other Loan Documents and any fee
letter pertaining hereto accepted by the Borrowers constitute the entire understanding among the parties hereto with respect to
the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto.


 






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Section 9.08     Interest.
It is the intention of the parties hereto that the DIP Agent and each DIP Lender shall conform strictly
to usury laws applicable to it, if any. Accordingly, if the transactions with the DIP Agent or any DIP Lender contemplated hereby
would be usurious under Applicable Law, if any, then, in that event, notwithstanding anything to the contrary in the Notes, this
Agreement or any other agreement entered into in connection with this Agreement or the Notes, it is agreed as follows: (a) the
aggregate of all consideration which constitutes interest under Applicable Law that is contracted for, taken, reserved, charged
or received by the DIP Agent or any DIP Lender, as the case may be, under the Notes, this Agreement or under any other agreement
entered into in connection with this Agreement or the Notes shall under no circumstances exceed the maximum amount allowed by such
Applicable Law and any excess shall be cancelled automatically and, if theretofore paid, shall at the option of the DIP Agent or
such DIP Lender, as the case may be, be applied on the principal amount of the obligations owed to the DIP Agent or such DIP Lender,
as the case may be, by the Credit Parties or refunded by the DIP Agent or such DIP Lender, as the case may be, to the applicable
Credit Party, and (b) in the event that the maturity of any Note or other obligation payable to the DIP Agent or such DIP
Lender, as the case may be, is accelerated or in the event of any permitted prepayment, then such consideration that constitutes
interest under law applicable to the DIP Agent or such DIP Lender, as the case may be, may never include more than the maximum
amount allowed by such Applicable Law and excess interest, if any, to the DIP Agent or such DIP Lender, as the case may be, provided
for in this Agreement or otherwise shall be cancelled automatically as of the date of such acceleration or prepayment and, if theretofore
paid, shall, at the option of the DIP Agent or such DIP Lender, as the case may be, be credited by the DIP Agent or such DIP Lender,
as the case may be, on the principal amount of the obligations owed to the DIP Agent such DIP Lender, as the case may be, by the
Credit Parties or refunded by the DIP Agent or such DIP Lender, as the case may be, to the applicable Credit Party.


 


Section 9.09     Confidentiality.
Each of the DIP Agent and the DIP Lenders agrees to maintain the confidentiality of the Information
(as defined below) that is marked “Non-Public Information” or “Confidential” and provided pursuant to
an Approved Electronic Platform, except that Information may be disclosed (a) to its Related Parties (it being understood
that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any regulatory authority purporting to have jurisdiction
over it (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) upon
the request or demand of any Governmental Authority or any regulatory authority having jurisdiction over it, (d) in response
to any order of any court or other Governmental Authority having jurisdiction over it or as may otherwise be required pursuant
to any requirement of law or as requested by any self-regulatory body (in which case it shall (i) promptly notify the Borrowers
in advance of disclosure, to the extent permitted by law and to the extent practicable, and (ii) so furnish only that portion
of such information which it is legally required to disclose), (e) if legally compelled to do so in connection with any litigation
or similar proceeding (in which case it shall (i) promptly notify the Borrowers in advance of disclosure, to the extent permitted
by law and to the extent practicable, and (ii) so furnish only that portion of such information which it is legally required
to disclose) (f) to any other party hereto, (g) in connection with the exercise of any remedies hereunder or under any
other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights
hereunder or thereunder, (h) subject to an agreement containing provisions substantially the same as those of this Section 9.09,
to (i) any assignee of or participant in, or any prospective assignee of or participant in, any of its rights or obligations
under this Agreement or (ii) any actual or prospective party (or its managers, administrators, trustees, partners, directors,
officers, employees, agents, advisors and other representatives) to any swap, derivative or other transaction under which payments
are to be made by reference to the Borrowers and their obligations, this Agreement or payments hereunder, (iii) any rating
agency, or (iv) the CUSIP Service Bureau or any similar organization, (i) with the written consent of the Borrowers
or (j) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section 9.09
or (y) becomes available to the DIP Agent, the DIP Lenders or any of their respective Affiliates on a non-confidential
basis from a source other than the Loan Parties.


 






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For purposes of this Section, “Information”
means all information received directly from any of the Borrowers or any of their Subsidiaries or any of their advisors relating
to any of the Borrowers or any of their Subsidiaries or any of their respective businesses, other than any such information that
is available to the DIP Agent or any DIP Lender on a non-confidential basis prior to disclosure by any of the Borrowers or any
of their Subsidiaries. Any Person required to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own confidential information.


 


Section 9.10     Treatment
of Information.


 


(a)           Neither
the DIP Agent nor any of its Related Parties shall, by making any Communications (including Non-Public Information) available to
a DIP Lender, by participating in any conversations or other interactions with a DIP Lender or otherwise, make or be deemed to
make any statement with regard to or otherwise warrant that any such information or Communication does or does not contain Non-Public
Information nor shall the DIP Agent or any of its Related Parties be responsible or liable in any way for any decision a DIP Lender
may make to limit or to not limit its access to Non-Public Information. In particular, none of the DIP Agent nor any of its Related
Parties (i) shall have, and the DIP Agent on behalf of itself and each of its Related Parties, hereby disclaims, any duty
to ascertain or inquire as to whether or not a DIP Lender has or has not limited its access to Non-Public Information, such DIP
Lender’s policies or procedures regarding the safeguarding of material, nonpublic information or such DIP Lender’s
compliance with Applicable Laws related thereto or (ii) shall have, or incur, any liability to any Loan Party or DIP Lender
or any of their respective Related Parties arising out of or relating to the DIP Agent or any of its Related Parties providing
or not providing Non-Public Information to any DIP Lender (except to the extent any such DIP Lender has notified the DIP Agent
that it does not want to receive Non-Public Information and the relevant Communication has been identified as Non-Public Information).


 


(b)           Each
Credit Party agrees that (i) all Communications it provides to the DIP Agent intended for delivery to the DIP Lenders whether
by posting to the Approved Electronic Platform or otherwise shall be clearly and conspicuously marked “PUBLIC”
or “Non-Public Information” or “Confidential” which, at a minimum, shall mean that such word
shall appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each
Credit Party shall be deemed to have authorized the DIP Agent and the DIP Lenders to treat such Communications as publicly available
information and such Information shall not be confidential under this Agreement, (iii) by marking Communications “Non-Public
Information” or “Confidential”, such Communications shall be deemed confidential under Section 9.09
of this Agreement, (iv) all Communications marked “PUBLIC” may be delivered to all DIP Lenders and may
be made available through a portion of the Approved Electronic Platform designated “Public Side Information,”
(v) the DIP Agent shall be entitled to treat any Communications that are not marked “Non-Public Information”
or “Confidential” as “PUBLIC” and may post such Communications to a portion of the Approved
Electronic Platform designated as “Public Side Information”; and (vi) any Communications not marked “Non-Public
Information” or “Confidential” and posted by the DIP Agent to a portion of the Approved Electronic
Platform designated as “Public Side Information” shall be deemed not confidential under Section 9.09
of this Agreement. Neither the DIP Agent nor any of its Affiliates shall be responsible for any statement or other designation
by a Credit Party regarding whether a Communication contains or does not contain material non-public information with respect to
any of the Credit Parties or their securities nor shall the DIP Agent or any of its Affiliates incur any liability to any Credit
Party, any DIP Lender or any other Person for any action taken by the DIP Agent or any of its Affiliates based upon such statement
or designation, including any action as a result of which Non-Public Information is provided to a DIP Lender that may not want
to receive Non-Public Information.


 






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(c)           Each
DIP Lender acknowledges that circumstances may arise that require it to refer to Communications that might contain Non-Public Information.
Accordingly, each DIP Lender agrees that it may at its option nominate at least one designee (which may be an employee or other
representative) to receive Non-Public Information on its behalf and notify the Borrowers and the DIP Agent of such designee (including
such designee’s contact information).


 


(d)           Each
DIP Lender acknowledges that Communications delivered hereunder and under the other Loan Documents may contain Non-Public Information
and that such Communications are available to all DIP Lenders generally. Each DIP Lender that elects not to receive access to Non-Public
Information does so voluntarily and, by such election, acknowledges and agrees that the DIP Agent and other DIP Lenders may have
access to Non-Public Information that is not available to such electing DIP Lender. None of the DIP Agent nor any DIP Lender with
access to Non-Public Information shall disclose, or have any duty to disclose, such Non-Public Information to such electing DIP
Lender without such electing DIP Lender’s consent or have any duty to use such Non-Public Information on behalf of such electing
DIP Lender, and shall not be liable for the failure to so disclose or use, such Non-Public Information.


 


(e)          The
Borrowers agree that any information that would have been disclosed or available to the public pursuant to the Lead Borrower’s
previous practices (or any agreement, law, rule or regulation by which the Borrowers are bound) shall continue to be public
information consistent with such previous practices; provided that each Approved Budget Update (and the information and
detail set forth therein or referred to therein), shall not be marked Non-Public Information and shall be timely filed on the docket
of the Chapter 11 Cases as soon as reasonably practicable, but in any event not later than three (3) days of approval thereof
by the Required DIP Lenders.


 


(f)           To
the extent that the Lead Borrower, the DIP Agent or the DIP Lenders determine that the Non-Public Information under this Agreement
needs to be shared with DIP Lenders that have not elected to receive Non-Public Information under this Agreement, the Lead Borrower
and the DIP Lenders (together with their professionals) will work in good faith to mutually agree on a separate agreement for the
public disclosure of and a “cleansing process” for such Information.


 






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Section 9.11     USA
Patriot Act Notice. Each DIP Lender and the DIP Agent (for itself and not on behalf of
any DIP Lender) hereby notifies each Credit Party that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L.
107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information
that identifies such Credit Party, which information includes the name and address of such Credit Party and other information that
will allow such DIP Lender or the DIP Agent, as applicable, to identify such Credit Party in accordance with the Act.


 


Section 9.12     Judgment
Currency. Principal, interest, reimbursement obligations, fees, and all other amounts
payable under this Agreement and the other Loan Documents shall be payable in Dollars. Any amount received or recovered by the
DIP Agent or any DIP Lender in respect of any sum expressed to be due to it from any Borrower or any Guarantor under this Agreement
or any other Loan Documents in a currency other than Dollars in which such sum is so expressed to be due (whether as a result
of, or of the enforcement of, any judgment or order of a court or tribunal of any jurisdiction, the winding-up of any Credit Party
or otherwise) shall only constitute a discharge to the Borrowers or any Guarantor to the extent of the amount of the Dollars that
the DIP Agent or the applicable DIP Lender is able, in accordance with normal banking procedures, to purchase with the amount
of the currency so received or recovered on the date of receipt of recover (or, if later, the first date on which such purchase
is practicable). If the amount of the Dollars so purchased is less than the amount of the Dollars so expressed to be due, the
Borrowers and each Guarantor shall indemnify the DIP Agent and each DIP Lender against any loss sustained by it as a result, including
the cost of making any such purchase. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum
due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which
in accordance with normal banking procedures the DIP Agent or the applicable DIP Lender could purchase the first currency with
such other currency on the Business Day preceding that on which final judgment is given. The obligation of any Borrower or any
Guarantor in respect of any such sum due from it to the DIP Agent or the DIP Lenders hereunder or under the other Loan Documents
shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than Dollars, be discharged
only to the extent that on the Business Day following receipt by the DIP Agent or the DIP Lenders of any sum adjudged to be so
due in the Judgment Currency, the DIP Agent or the DIP Lenders may in accordance with normal banking procedures purchase Dollars
with the Judgment Currency. If the amount of Dollars so purchased is less than the sum originally due to the DIP Agent or the
DIP Lenders from any Credit Party in Dollars, such Credit Party agrees, as a separate obligation and notwithstanding any such
judgment, to indemnify the DIP Agent or the Person to whom such obligation was owing against such loss. If the amount of the Dollars
so purchased is greater than the sum originally due to the DIP Agent or the DIP Lenders in Dollars, the DIP Agent and the DIP
Lenders agree to return the amount of any excess to such Credit Party (or to any other Person who may be entities thereto under
Applicable Law).


 


Section 9.13     Consent
to Jurisdiction. Any legal action or proceeding with respect to this Agreement or any
other Loan Document shall be brought in the Bankruptcy Court, or to the extent that the Bankruptcy Court does not have (or abstains
from exercising) jurisdiction, in the courts of the State of New York sitting in New York County or of the United States of America
for the Southern District of New York, and, by execution and delivery of this Agreement, each Credit Party hereby accepts for itself
and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts, except that
each of the DIP Agent or DIP Lenders may bring legal action or proceedings in other appropriate jurisdictions with respect to the
enforcement of its rights under Loan Documents and/or the Collateral to the extent not prohibited by the Bankruptcy Court. The
parties hereto hereby irrevocably waive any objection, including any objection to the laying of venue or based on the grounds of
forum non conveniens, that any of them may now or hereafter have to the bringing of any such action or proceeding in such respective
jurisdictions. Nothing in this Agreement or in any other Loan Document shall affect any right that the DIP Agent or any DIP Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Credit Party
or its properties in any court of competent jurisdiction, including the jurisdictions of incorporation of any Credit Party not
incorporated in the United States.


 






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Section 9.14     Appointment
of Process Agent. The Borrowers hereby appoint, and shall maintain the appointment of,
CSC Corporation (the “Process Agent”), with an office on the Effective Date at 1180 Avenue of the Americas,
Suite 210, New York, NY 10036-8401, as its agent to receive on behalf of it service of copies of the summons and complaint
and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail
a copy of such process to the Borrowers in care of the Process Agent at the Process Agent’s above address, with a copy to
the Lead Borrower, at its address specified herein, and the Borrowers hereby irrevocably authorizes and directs the Process Agent
to receive and forward such service on its behalf. As an alternative method of service, the Borrowers also irrevocably consents
to the service of any and all process in any such action or proceeding by the mailing by certified mail of copies of such process
to it at its address specified herein. The Borrowers agree that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section shall
affect the right of any DIP Lender or the DIP Agent to serve legal process in any other manner permitted by Applicable Law or
affect the right of any DIP Lender, the DIP Agent to bring any suit, action or proceeding against any Borrower or its property
in the courts of other jurisdictions.


 


Section 9.15     Waiver
of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,
TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER
LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


 






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Section 9.16     Waiver
of Immunity.TO THE EXTENT THAT ANY BORROWER OR ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH PERSON HEREBY IRREVOCABLY WAIVES TO THE
FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.


 


Section 9.17     Waiver
of Consequential Damages. WITHOUT LIMITING OR OTHERWISE MODIFYING THE BORROWERS’
OBLIGATIONS UNDER SECTION 9.04(B), EACH OF THE CREDIT PARTIES, THE DIP AGENT AND THE DIP LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
IN ANY ACTION OR PROCEEDING REFERRED TO IN Section 9.13 ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES;
PROVIDED THAT NOTHING HEREIN SHALL CONSTITUTE A WAIVER BY THE DIP AGENT OR ANY DIP LENDER OF ANY RIGHT TO RECEIVE FULL PAYMENT
OF ALL OBLIGATIONS OWED BY ANY BORROWER UNDER THE LOAN DOCUMENTS.


 


Section 9.18     Posting
of Approved Electronic Communications.


 


(a)           Each
of the DIP Lenders and each Credit Party agree that the DIP Agent may, but shall not be obligated to, make the Approved Electronic
Communications available to the DIP Lenders by posting such Approved Electronic Communications on Debt Domain or a substantially
similar electronic platform chosen by the DIP Agent to be its electronic transmission system (the “Approved Electronic
Platform”).


 


(b)          Although
the Approved Electronic Platform and its primary web portal are secured with generally-applicable security procedures and policies
implemented or modified by the DIP Agent from time to time (including, as of the Effective Date, a dual firewall and a User ID/Password
Authorization System) and the Approved Electronic Platform is secured through a single-user-per-deal authorization method whereby
each user may access the Approved Electronic Platform only on a deal-by-deal basis, each of the DIP Lenders and each Credit Party
acknowledges and agrees that the distribution of material through an electronic medium is not necessarily secure and that there
are confidentiality and other risks associated with such distribution. In consideration for the convenience and other benefits
afforded by such distribution and for the other consideration provided hereunder, the receipt and sufficiency of which is hereby
acknowledged, each of the DIP Lenders and each Credit Party hereby approves distribution of the Approved Electronic Communications
through the Approved Electronic Platform and understands and assumes the risks of such distribution.


 


(c)          THE
APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED “AS IS” AND “AS AVAILABLE”.
NONE OF THE DIP AGENT NOR ANY OTHER MEMBER OF THE AGENT’S GROUP WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED
ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR OMISSIONS
IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT
OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE APPROVED
ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.


 






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(d)          Each
of the DIP Lenders and each Credit Party agree that the DIP Agent may, but (except as may be required by Applicable Law) shall
not be obligated to, store the Approved Electronic Communications on the Approved Electronic Platform in accordance with the DIP
Agent’s generally-applicable document retention procedures and policies.


 


Section 9.19     Execution
in Counterparts. This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.


 


Section 9.20     Domicile
of Loans. Each DIP Lender may transfer and carry its loans at, to or for the account of
any office, Subsidiary or Affiliate of such DIP Lender provided that no DIP Lender shall be relieved of its Commitment as
a result thereof.


 


Section 9.21     Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the
contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto
acknowledges and accepts that any liability of any party to any other party under or in connection with the Loan Documents may
be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:


 


(a)           any
Bail-in Action in relation to any such liability, including (without limitation);


 


(i)            a
reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interests)
in respect of any such liability;


 


(ii)           a
conversion of all, a part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred
on, it; and


 


(iii)          a
cancellation of any such liability; and


 


(b)           a
variation of any term of any Loan Document to the extent necessary to give effect to any Bail-In Action in relation to any such
liability.


 


Section 9.22     Priority
and Liens. All of the Liens on the Collateral shall be subject to the Carve-Out and, to
the fullest extent permitted by Applicable Law, shall be effective and perfected upon entry of the DIP Order without the necessity
of the execution or recordation of filings by the Debtors of security agreements, mortgages, account control agreements, pledge
agreements, financing statements or other similar documents, or the possession or control by the DIP Agent of, or over, any Collateral,
as set forth in the DIP Order. If the Required DIP Lenders, from time to time elect subject, in each case, to the DIP Order and
the Collateral Principles, to prepare, file, register or publish any financing statements, mortgages, charges, account control
agreements, notices of Lien or similar instruments in any jurisdiction or filing or registration office, or take possession of
any Collateral, or take any other action to validate, render enforceable or perfect all or any portion of the DIP Agent’s
Liens on the Collateral of the Debtors, (A) all such documents and actions shall be deemed to have been filed, registered,
published or recorded or taken at the time and on the date that the DIP Order is entered, and (B) shall not negate or impair
the validity or effectiveness of this Section 9.22 or of the perfection of any other Liens in favor of the DIP Agent,
for the benefit of the DIP Lenders, on the Collateral.


 






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Section 9.23     Certain
Bankruptcy Matters. Except as otherwise permitted or contemplated by this Agreement, the
DIP Order or the other Loan Documents, the Liens, Lien priorities, Superpriority Claims and other rights and remedies granted to
the Debtors pursuant to this Agreement, the DIP Order or the other Loan Documents (specifically including, but not limited to,
the existence, perfection, enforceability and priority of the Liens provided for herein and therein, and the Superpriority Claims
provided herein and therein) shall not be modified, altered or impaired in any manner by any other financing or extension of credit
or incurrence of indebtedness by any Borrower or any other Credit Party (pursuant to Section 364 of the Bankruptcy Code or
otherwise), or by dismissal or conversion of the Chapter 11 Cases, or by any other act or omission whatsoever.


 


Section 9.24     Acknowledgement
Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through
a guarantee or otherwise, for Hedge Contracts or any other agreement or instrument that is a QFC (such support, “QFC Credit
Support” and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect
to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S.
Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable
notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of
New York and/or of the United States or any other state of the United States):


 


(a)           In
the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding
under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any
interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective
under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and
rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party
or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights
under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against
such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S.
Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States or a state
of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the parties
with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported QFC or
any QFC Credit Support.


 






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(b)          As
used in this Section 9.24, the following terms have the following meanings:


 


(i)            “BHC
Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance
with, 12 U.S.C. 1841(k)) of such party.


 


(ii)           “Covered
Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted
in accordance with, 12 C.F.R. §382.2(b).


 


(iii)          “Default
Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.


 


(iv)         “QFC”
has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,
12 U.S.C. 5390(c)(8)(D).


 


[Signature pages follow.]


 






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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto
duly authorized, as of the date first above written.


 


 


		 	LEAD BORROWER:
	 	 	 
		 	VALARIS PLC
	 	 	 
	 	 	 
		 	By:	 /s/ Thomas Burke
		 	Name:	Thomas Burke
		 	Title:	Chief Executive Officer and President




 






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	 	DIP AGENT:
	 	 
	 	Wilmington savings fund society, fsb
	 	 
	 	 
	 	By:	/s/ Geoffrey J. Lewis
	 	Name:	Geoffrey J. Lewis
	 	Title:	Vice President





 






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	 	DIP LENDERS:
	 
	 	ALL SIGNATURE PAGES FOR DIP LENDERS 

ARE ON FILE WITH THE DIP AGENT AND

 THE LEAD BORROWER




 






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EXHIBIT A


 


NOTICE OF BORROWING


 


[Date]


 


Wilmington Savings Fund Society, FSB, as DIP Agent


500 Delaware Avenue, 11th Floor


Wilmington, Delaware 19801


Attention: Geoffrey J. Lewis


Facsimile: (302) 421-9137


E-mail: GLewis@wsfsbank.com


 


Ladies and Gentlemen:


 


The undersigned, VALARIS
PLC, an English public limited company (“Valaris” or the “Lead Borrower”) and [Name of Additional
Borrower(s)],1 refer to the Senior Secured Superprioirty
Debtor-in-Possession Credit Agreement, dated as of [September 24, 2020] (the “Credit Agreement”; the capitalized
terms defined therein being used herein as therein defined), among the Lead Borrower, [Name of Additional Borrower] any other wholly
owned Subsidiary of the Lead Borrower that becomes a Borrower in accordance with Section 2.15, the DIP Lenders from
time to time parties thereto and Wilmington Savings Fund Society, FSB, as DIP Agent, and hereby gives you notice, irrevocably,
pursuant to Section 2.02 of the Credit Agreement, that the undersigned hereby requests a Borrowing under the Credit Agreement,
and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”)
as required by Section 2.02(a) of the Credit Agreement:


 


		(i)	The Borrowers are requesting the Proposed Borrowing.



 


		(ii)	The Business Day of the Proposed Borrowing is ____________, ____.



 


		(iii)	The aggregate amount of the Proposed Borrowing is $______________.



 


		(iv)	[ADD WIRE INSTRUCTIONS
FOR DIP LOAN PROCEEDS]



 


The undersigned Borrowers
hereby certify that the following statements will be true on the date of the Proposed Borrowing:


 


(A)            the
representations and warranties contained in Article IV of the Credit Agreement and in the other Loan Documents are true and
correct in all material respects (or in the case of representations and warranties with a “materiality” or similar
qualifier, true and correct in all respects), immediately prior to and after giving effect to the Proposed Borrowing (other than
any representation and warranty that by its terms refers to a specified earlier date, in which case such representation and warranty
was true and correct in all material respects or all respects, as applicable, as of such earlier date);


 




 





1 NTD: all Borrowers would sign the Notice of Borrowing.


 






    	 	A-1	 



     


    

 


(B)            no
event has occurred and is continuing or would result from the Proposed Borrowing or from the application of the proceeds therefrom,
which constitutes a Default, an Event of Default or both; and


 


(C)            The
DIP Order has been entered and is in full force and effect and has not been vacated, reversed, modified, amended, appealed or stayed
in any respect, other than, with respect to any amendments or modifications, to the extent consented to by the Required DIP Lenders.


 


	 	Very truly yours,
	 	 
	 	VALARIS PLC
	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 
	 	 
	 	[NAME OF ADDITIONAL BORROWER]
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


		cc:	Pryor Cashman LLP



			7 Times Square



			New York, NY 10036-6569



			Attention: Seth H. Lieberman, Esq.



			Facsimile: (212) 798-6917



			Phone: (212) 326-0819



		 	E-mail: slieberman@pryorcashman.



 


			Kramer Levin Naftalis & Frankel LLP



			1177 Avenue of the Americas



			New York, New York 10036



			Attention: Thomas Moers Mayer, Stephen Zide and Nathaniel
Allard



			Email: tmayer@kramerlevin.com, szide@kramerlevin.com
and nallard@kramerlevin.com.



 






    	 	A-2	 



     


    

 


EXHIBIT B


 


PROMISSORY NOTE


 


	U.S. $______________	 	Dated:___________




 


For value received,
the undersigned, [each of] Valaris plc, an English public limited company[ and [l]]
([each, individually, [a // the]] “Borrower”[ and collectively, the “Borrowers”]), hereby
promises to pay to the order of ________ (the “DIP Lender”), on the Maturity Date, the principal sum of ________
U.S. dollars (U.S. $________) (plus all capitalized interest, fees and costs thereon) or, if less, the aggregate unpaid principal
amount of the DIP Loans (including all capitalized interest, fees and costs thereon) owing to the DIP Lender on the Maturity Date
under the Credit Agreement (as defined below). Additionally, [each // the] Borrower promises to pay interest on the unpaid principal
amount of each DIP Loan owing to the DIP Lender under the Credit Agreement from the date of such DIP Loan until such principal
amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.


 


This Promissory Note
evidences the DIP Loans owed to the DIP Lender under that certain Senior Secured Superpriority Debtor-in-Possession Credit Agreement
dated as of [September 24, 2020] (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among Valaris plc, as the Lead Borrower, any Subsidiary of Valaris plc that becomes a Borrower in accordance
with Section 2.15 of the Credit Agreement, the several Lenders from time to time parties thereto and Wilmington Savings
Fund Society, FSB, as DIP Agent. Capitalized terms used but not defined herein have the meanings assigned to such terms in the
Credit Agreement.


 


Both principal and
interest are payable in lawful money of the United States of America to Wilmington Savings Fund Society, FSB, as DIP Agent, at
500 Delaware Avenue, 11th Floor, Wilmington, DE 19801, in same day funds. Each DIP Loan owed to the DIP Lender by any Borrower
pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the DIP Lender and,
prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note; provided that
the failure of the DIP Lender to make any such recordation or endorsement shall not affect the obligations of any Borrower hereunder
or under the Credit Agreement.


 


This Promissory Note
is one of the Notes referred to in, and is subject to and is entitled to the benefits of, the Credit Agreement.


 


The Credit Agreement,
among other things, (i) provides for the making of DIP Loans by the DIP Lender to the Borrower[s] from time to time in an
aggregate principal amount not to exceed the amount first above mentioned, the indebtedness of the Borrower[s] resulting from each
DIP Loan owing to the DIP Lender being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of
the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified.


 






    	 	B-1	 



     


    

 


This Promissory Note
is secured and guaranteed as provided in the Credit Agreement and the Loan Documents. Reference is hereby made to the Credit Agreement
and the Loan Documents for a description of the properties and assets in which a security interest has been granted, the nature
and extent of the security and guarantees, the terms and conditions upon which the security interest and each guarantee was granted
and the rights of the holder of this Promissory Note in respect thereof.


 


Upon the occurrence
of any one or more of the Events of Default specified in the Credit Agreement, all amounts then remaining unpaid on this Promissory
Note may, subject to Section 7.02 of the Credit Agreement, and shall, in the case of the occurrence of an Event of Default
under Sections 7.01(n)(i) or 7.01(n)(v) of the Credit Agreement, be declared to be, forthwith due and payable, all as
provided therein.


 


Subject to the Credit
Agreement, all parties now and hereafter liable with respect to this Promissory Note, whether maker, principal, surety, guarantor,
endorser or otherwise, hereby waive presentment, demand, protest and all other notices of any kind.


 


[All obligations of
the Borrowers under this Promissory Note shall be joint and several.]


 


This Promissory Note
shall be governed by, and construed in accordance with, the laws of the State of New York.


 






    	 	B-2	 



     


    

 


	 	VALARIS PLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 






    	 	B-3	 



     


    

 


DIP LOANS AND PAYMENTS OF PRINCIPAL


 


	Date	 	Amount of DIP Loan	 	Amount of Principal Paid or Prepaid	 	Unpaid Principal Balance	 	Notation Made By
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 



 






    	 	B-4	 



     


    

 



 


EXHIBIT C


 


FORM OF

COMPLIANCE CERTIFICATE1


 


[date]


 


Wilmington Savings Fund Society, FSB


500 Delaware Avenue, 11th Floor


Wilmington, Delaware 19801


Attention: Geoffrey J, Lewis


Facsimile: (302) 421-9137


 


With a copy to: GLewis@wsfsbank.com


 


Ladies and Gentlemen:


 


Reference is made to the Senior Secured
Superpriority Debtor-in-Possession Credit Agreement, dated as of [September 24, 2020] (the “Credit Agreement”;
the capitalized terms defined therein being used herein as therein defined), among Valaris plc (the “Lead Borrower”),
any Subsidiary of the Borrower that becomes a Borrower in accordance with Section 2.15 of the Credit Agreement and
Wilmington Savings Fund Society, FSB, as DIP Agent and the DIP Lenders from time to time parties thereto.


 


The undersigned hereby certifies, in [his][her]
capacity as the [________]2 of the Lead Borrower and
not in [his][her] individual capacity, that [he][she] has no knowledge of any Defaults under the Credit Agreement which existed
as of ____________, 20__3 or which exist as of the
date of this certificate, [except for Default(s) under Section(s)  of the Credit Agreement, which [is][are] more
fully described on a schedule attached hereto].


 


[The undersigned also certifies, in [his][her]
capacity as the [_______] of the Lead Borrower and not in [his][her] individual capacity, that the accompanying Consolidated balance
sheet of the Lead Borrower and its Subsidiaries as at the end of the quarter ended on ____________, 20__4
and the Consolidated statements of earnings and cash flows of the Lead Borrower and its Subsidiaries for the period commencing
at the end of the previous fiscal year and ending with the end of the quarter ended on ____________, 20__5,
setting forth, in comparative form, the corresponding figures for the corresponding period of the preceding fiscal year, all in
reasonable detail, in each case, are prepared in accordance with GAAP, subject, however, to year-end audit adjustments.]6


 





 






		1	Delivery within (i) 60 days after the end of the first three fiscal quarters of each fiscal year
and (ii) 120 days after the end of each fiscal year.



		2	Signatory must be chief financial officer (or their equivalent) of the Lead Borrower.



		3	Insert the last day of the fiscal quarter or fiscal year to which this Compliance Certificate relates.



		4	Insert the last day of the fiscal quarter to which this Compliance Certificate relates.



		5	Insert the last day of the fiscal quarter to which this Compliance Certificate relates.



		6	Insert if this Compliance Certificate is being delivered at the end of first three quarters.



 






    	 	C-1	 



     


    

 


[The undersigned also certifies, in [his][her]
capacity as the [_______] of the Lead Borrower and not in [his][her] individual capacity, that the accompanying audited Consolidated
balance sheet of the Lead Borrower and its Subsidiaries as at the end of the fiscal year ended on ____________, 20__7
and the audited Consolidated statements of earnings and cash flows of the Lead Borrower and its Subsidiaries for the fiscal year
ended on ____________, 20__8, all reported on by KPMG
LLP or other independent certified public accountants of recognized national standing acceptable to the Required DIP, present fairly,
in all material respects the Consolidated financial condition of the Lead Borrower as of ____________, 20__9,
and the related results of operations for the fiscal year then ended.]10


 





 






		7	Insert the last day of the fiscal year to which this Compliance Certificate relates.



		8	Insert the last day of the fiscal year to which this Compliance Certificate relates.



		9	Insert the last day of the fiscal quarter to which this Compliance Certificate relates.



		10	Insert if this Compliance Certificate is being delivered at the end of the fiscal year.



 






    	 	C-2	 



     


    

 


		Very truly yours,
	 	 	 
	 	VALARIS PLC
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title11:	 



 





 






		11	Signatory must be chief financial officer (or their equivalent) of the Lead Borrower.



 






    	 	C-3	 



     


    

 


Exhibit D


 


Budget Variance Certificate


 


[Date]


 


Variance Report Date: [________]


 


		To:	Wilmington Savings Fund Society, FSB, as DIP Agent under the Credit Agreement (as defined below)



 


Ladies and Gentlemen:


 


Reference is made to that certain Senior
Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of September [25], 2020 (as amended, restated, amended
and restated, supplemented and/or otherwise modified from time to time, the “Credit Agreement”; capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement), by and among
Valaris plc., an English public limited company, (the “Lead Borrower”), any Subsidiary of the Lead Borrower
that becomes a borrower thereunder, Wilmington Savings Fund Society, FSB, as DIP Agent and the DIP Lenders party thereto from time
to time. Pursuant to Section 5.01(n) of the Credit Agreement, the undersigned, solely in [his][her] capacity as an authorized
officer of the Lead Borrower, and not in any individual capacity, and without assuming personal liability whatsoever, certifies
as follows:


 


1.            Attached
hereto as Schedule I is a variance report for the four-week period ending [____________]1.


 


2.            To
my knowledge, in accordance with Section 6.01 of the Credit Agreement, the actual total cash disbursements (excluding professional
fees and other items consistent with the Initial Approved Budget) for this Test Period do not exceed the sum of the aggregate amount
forecasted (excluding professional fees and other items consistent with the Initial Approved Budget) in the Approved Budget as
in effect for such Test Period, by more than 15% of such forecasted amount.


 


[Remainder of page intentionally
left blank;


Signature page follows.]


 





 






		1	The Budget Variance Report shall show (i) for such Test Period actual total disbursements on a
weekly and cumulative basis and in the same form as the Approved Budget, (ii) and shall note cumulative variances from projected
disbursements set forth for such Test Period in the Approved Budget in effect during such Test Period (which shall be, for the
avoidance of doubt, the Approved Budget delivered in the first week of such Test Period in accordance with Section 5.01(k) of the
Credit Agreement)









 






    D-1


     


    

 


IN WITNESS WHEREOF,
the undersigned, solely in his/her capacity as an authorized officer of the Borrower, and not in any individual capacity and without
assuming personal liability whatsoever, has executed this certificate for and on behalf of the Lead Borrower and has caused this
certificate to be delivered as of the date first written above.


 


		LEAD BORROWER:
	 	 	 
	 	VALARIS PLC
	 	 	 
	 	 	 
	 	By:	                                  
	 	Name:	 
	 	Title:	 



 


 


Signature Page to Budget Variance Certificate


 






    D-2


     


    

 


Schedule I to Budget Variance
Certificate


 


VARIANCE REPORT


 


See Attached.


 






    D-3


     


    

 



 


EXHIBIT E


 


ASSIGNMENT AND ACCEPTANCE


 


Dated __________, ____


 


Reference is made to
the Senior Secured Superpriority Debtor-In-Possession Credit Agreement, dated as of [September 24, 2020] (the “Credit
Agreement”, the capitalized terms defined therein being used herein as therein defined), among Valaris plc, as the Lead
Borrower, any Subsidiary of Valaris plc that becomes a Borrower in accordance with Section 2.15 of the Credit Agreement,
the DIP Lenders from time to time parties thereto and Wilmington Savings Fund Society, FSB, as DIP Agent.


 


_________________________
(the “Assignor”) and __________________ (the “Assignee”) agree as follows:


 


The Assignor hereby
sells and assigns to the Assignee, without recourse, and the Assignee hereby purchases and assumes from the Assignor, an interest
in and to all of the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents as of the
date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the
Credit Agreement. After giving effect to such sale and assignment, the Assignee’s and Assignor’s respective Commitments
and the respective amounts of the DIP Loans owing to the Assignee and Assignor will be as set forth in Section 2 of Schedule
1.


 


The Assignor (i) represents
and warrants that it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is
free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect to
any statements, warranties or representations made in or in connection with the Credit Agreement, the other Loan Documents or any
other instrument or document furnished pursuant thereto or in connection therewith, the perfection, existence, sufficiency or value
of any Collateral, guaranty or insurance or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant thereto or in connection
therewith; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition
of any Borrower or any other Person or the performance or observance by any Borrower or any other Person of any of its respective
obligations under the Credit Agreement, any of the other Loan Documents or any other instrument or document furnished pursuant
thereto or in connection therewith; and (iv) attaches the Note (if any) held by the Assignor and requests that the DIP Agent
exchange such Note for a new Note payable to the order of the Assignee in an amount equal to the Commitment of the Assignee after
giving effect to this Assignment and Acceptance or new Notes payable to the order of the Assignee in an amount equal to the Commitment
of the Assignee after giving effect to this Assignment and Acceptance and the Assignor in an amount equal to the Commitment retained
by the Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto.


 






    E-1


     


    

 


The Assignee attaches
the Note (if any) held by it and (i) confirms that it has received a copy of the Credit Agreement, together with copies of
the financial statements referred to in Section 4.04 of the Credit Agreement and such other documents and information
as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance; (ii) agrees
that it will, independently and without reliance upon the DIP Agent, the DIP Lenders or the Assignor and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action
under the Credit Agreement, any of the other Loan Documents or any other instrument or document; (iii) confirms that it is
an Eligible Assignee; (iv) appoints and authorizes the DIP Agent to take such action as agent on its behalf and to exercise
such powers and discretion under the Loan Documents as are delegated to the DIP Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; and (v) agrees that it will perform in accordance with their terms
all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a DIP Lender.


 


Following the execution
of this Assignment and Acceptance by the Assignor and the Assignee and the Lead Borrower (provided no Event of Default is continuing),
this Assignment and Acceptance will be delivered to the DIP Agent for acceptance and recording by the DIP Agent. The effective
date of this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance thereof by the
DIP Agent, unless otherwise specified on Schedule 1 hereto.


 


Upon such acceptance
and recording by the DIP Agent, as of the Effective Date, (i) the Assignee shall be a party to the Credit Agreement and, to
the extent provided in this Assignment and Acceptance, have the rights and obligations of a DIP Lender thereunder and under the
other Loan Documents and (ii) the Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its
rights and be released from its obligations under the Credit Agreement and under the other Loan Documents.


 


Upon such acceptance
and recording by the DIP Agent, from and after the Effective Date, the DIP Agent shall make all payments under the Credit Agreement
and the other Loan Documents in respect of the interest assigned hereby (including all payments of principal, interest and fees
with respect thereto) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments under the Credit
Agreement and the other Loan Documents for periods prior to the Effective Date directly between themselves.


 


This Assignment and
Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.


 


This Assignment and
Acceptance may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which
when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by facsimile shall be as effective as delivery
of a manually executed counterpart of this Assignment and Acceptance.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Assignment and Acceptance to be executed by their respective officers thereunto duly authorized,
as of the date first above written, such execution being made on Schedule 1 hereto.


 






    E-2


     


    

 


Schedule 1

to

Assignment and Acceptance


 


	Section 1.	 
	 	 
	Percentage interest assigned:	________%
	 	 
	Section 2.	 
	 	 
	Assignee’s Commitment before giving effect to this 

Assignment and Acceptance:	$________
	 	 
	Assignee’s outstanding principal of DIP Loans before

giving effect to this Assignment and Acceptance	$________
	 	 
	Aggregate outstanding principal of DIP Loans assigned to

the Assignee under this Assignment and Acceptance1:	$________
	 	 
	Assignee’s Commitment after giving effect to this

Assignment and Acceptance:	$________
	 	 
	Assignee’s outstanding principal of DIP Loans after

giving effect to this Assignment and Acceptance:	$________
	 	 
	Assignor’s remaining Commitment after

giving effect to this Assignment and Acceptance:	$________
	 	 
	Assignor’s remaining outstanding principal of DIP Loans

after giving effect to this Assignment and Acceptance:	$________
	 	 
	Principal amount of Note payable to the Assignee:	$________
	 	 
	Principal amount of Note payable to the Assignor:	$________
	 	 
	Section 3.	 
	 	 
	Effective Date2: _____________, 20___	 


 





 






1 To be not less than $5,000,000 (and in increments
of $1,000,000 in excess thereof), except in the case of an assignment of all of Assignor’s rights and obligations under
the Credit Agreement and/or other than with respect to assignments to a current DIP Lender, Affiliates of a DIP Lender, an Approved
Fund of a DIP Lender, and/or same-daty assignments to a group of Approved Funds.


 


2 This date should be no earlier than the date [five
Business Days] after the delivery of this Assignment and Acceptance to the DIP Agent.


 






    E-3


     


    

 


		[NAME OF ASSIGNOR], as Assignor
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 
	 	Dated:	 



 





		[NAME OF ASSIGNEE], as Assignee
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 
	 	Dated:	            
	 	 	 
	 	Address for Notices:
	 	 	 
	 	[Address]
	 	 	 
	 	Approved as of ___________, 20___ :
	 	 	 
	 	[WILMINGTON SAVINGS FUND SOCIETY, FSB, as DIP Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	]3	 


 





 






3 DIP Agent’s consent required only when the
assignment is to a Person that is not another DIP Lender, any Affiliate of any DIP Lender or an Approved Fund.


 






    E-4


     


    

 


		AGREED AND CONSENTED TO:
	 	 	 
	 	[VALARIS PLC
	 	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 	]4



 


 






4 Lead Borrower’s consent required only when
the assignment is to a Person that is not another DIP Lender, any Affiliate of any DIP Lender or an Approved Fund and no Event
of Default exists for any assignment of a commitment or loan. Consent deemed given if the Borrowers do not object within 5 BDs
after receiving written notice of any assignment.


 


 






    E-5


     


    





 


EXHIBIT F


 


FORM OF PROCEEDS CERTIFICATE


 


[date]


 


Wilmington Savings Fund Society, FSB


500 Delaware Avenue, 11th Floor


Wilmington, Delaware 19801


Attention: Geoffrey J, Lewis


Facsimile: (302) 421-9137


With a copy to: GLewis@wsfsbank.com


 


NOTICE OF [SPECIFIED ASSET SALE][INSURANCE/CONDEMNATION
EVENT] AND REINVESTMENT CERTIFICATE


 


	Re:	Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of [September 24,
2020] (the “Credit Agreement”), by and among Valaris plc, as the Lead Borrower, any Subsidiary of Valaris plc
that becomes a Borrower in accordance with Section 2.15 of the Credit Agreement, the DIP Lenders from time to time
parties thereto and Wilmington Savings Fund Society, FSB, as DIP Agent.



 


Ladies and Gentlemen:


 


1[On
[_________]2, [_____________]3 received,
in respect of a Specified Asset Sale, Net Cash Proceeds in an aggregate amount of [_________]4.
Pursuant to Section 2.06(b)(ii), the [Borrowers] hereby provide the following certifications to the DIP Agent:]


 


5[On
[_________]6, [_____________]7
received, in respect of an Insurance/Condemnation Event or Total Loss, Net Cash Proceeds in an aggregate amount of
[_________]8 . Pursuant to Section 2.06(b)(iv),
the [Borrowers] hereby provide the following certifications to the DIP Agent:]


 


The undersigned [________] of the Lead Borrower
in [his][her] official capacity and not in [his][her] individual capacity hereby certifies and covenants to the DIP Agent that:


 




 





		1	Use if reinvestment is pursuant to Net Cash Proceeds
received in accordance with 2.06(b)(ii) of the Credit Agreement.



		2	Insert date of receipt of Net Cash Proceeds in accordance
with 2.06(b)(ii) of the Credit Agreement.



		3	Insert Borrower or Guarantor entity name.



		4	Insert amount of Net Cash Proceeds received in respect
of 2.06(b)(ii) of the Credit Agreement.



		5	Use if reinvestment is pursuant to Net Cash Proceeds
received in accordance with 2.06(b)(iv) of the Credit Agreement.



		6	Insert date of receipt of Net Cash Proceeds in accordance
with 2.06(b)(iv) of the Credit Agreement.



		7	Insert Borrower or Guarantor entity name.



		8	Insert amount of Net Cash Proceeds received in respect
of 2.06(b)(iv) of the Credit Agreement.



 






    	 	F-1	 



     


    

 



(i)            the
Borrowers intend to cause [________%][all] of the Net Cash Proceeds described herein to be reinvested in long-term assets that
are used or useful in the business of [any Loan Party (other than an Excluded Guarantor or, [until such time as Ensco Thailand
becomes a party to the U.S. Pledge and Security Agreement and the U.S. Guaranty, Ensco Thailand]9)
on or prior to the date that is 180 days after receipt of such Net Cash Proceeds.]10
/ [any Credit Party (other than an Excluded Guarantor or, [until such time as Ensco Thailand becomes a party to the U.S. Pledge
and Security Agreement and the U.S. Guaranty, Ensco Thailand]11)
on or prior to the date that is 180 days after receipt of such Net Cash Proceeds.]12


 


(ii)            as
of the date hereof, no Default or Event of Default has occurred and is continuing.


 





 





		9	To be included until Ensco Thailand becomes a party to
the U.S. Pledge and Security Agreement and U.S. Guaranty.



		10	Insert if such Net Cash Proceeds are received by any
Borrower or any Guarantor from Disposition of any Owned Rig



		11	To be included until Ensco Thailand becomes a party to
the U.S. Pledge and Security Agreement and U.S. Guaranty.



		12	Insert if such Net Cash Proceeds are received by any
Borrower or any Guarantor but not from Disposition of any Owned Rig.




 


[Remainder of Page Intentionally
Left Blank; Signature Page Follows]


 






    	 	F-2	 



     


    

 


The foregoing certifications
are made and delivered as of the date first above written.


 


	 	VALARIS PLC
	 	 
	 	By:	   
	 	Name:	 
	 	Title:	 
	 	Dated:	 




 






    	 	F-3	 



     


    

 




EXHIBIT G


 


BORROWER COUNTERPART


 


This Borrower Counterpart
(the “Borrower Counterpart”) is dated as of [_________, 20__] and is made by [_____________] (the “Additional
Borrowers” with each being an “Additional Borrower”). All capitalized terms not defined herein shall
have the meaning ascribed to them in the Credit Agreement referred to below.


 


Recitals


 


Reference is made to
the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of [September 24, 2020] (the “Credit
Agreement”), by and among Valaris plc, as the Lead Borrower, any Subsidiary of Valaris plc that becomes a Borrower in
accordance with Section 2.15 of the Credit Agreement, the DIP Lenders from time to time parties thereto and Wilmington
Savings Fund Society, FSB, as DIP Agent.


 


The Lead Borrower desires
to cause each Additional Borrower to become a Borrower under the Credit Agreement pursuant to Section 2.15 thereof.


 


NOW THEREFORE IT IS
AGREED:


 


By executing and delivering
this Borrower Counterpart, each Additional Borrower hereby agrees to become a party to the Credit Agreement as a Borrower thereunder
with the same force and effect as if originally named therein as a Borrower and, without limiting the generality of the foregoing,
hereby expressly assumes all obligations and liabilities of a Borrower thereunder. Each Additional Borrower hereby represents and
warrants that each of the representations and warranties contained in Article IV of the Credit Agreement is true and
correct in all material respects as to such Additional Borrower as of the date hereof (except such representations and warranties
which expressly refer to an earlier date).


 


Each Additional Borrower
hereby acknowledges and agrees that all obligations of the Borrowers under the Credit Agreement are joint and several. All communications
and notices hereunder and under the Credit Agreement and each of the other Loan Documents shall be in writing and given as provided
in Section 9.02 of the Credit Agreement. All such communications and notices to an Additional Borrower shall be given
to it at the address set forth under its signature below.


 


This Borrower Counterpart
may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute
a single contract. This Borrower Counterpart shall become effective when the DIP Agent shall have received counterparts of this
Borrower Counterpart that, when taken together, bear the signatures of each Additional Borrower and the DIP Agent. Delivery of
an executed signature page to this Borrower Counterpart by fax transmission or by electronic mail in portable document format
(.pdf) shall be as effective as delivery of a manually executed counterpart of this Borrower Counterpart.


 






    	 	G-1	 



     


    

 


This Borrower Counterpart
shall be considered a Loan Document under the Credit Agreement. Except as expressly supplemented hereby, the Credit Agreement shall
remain in full force and effect.


 


This
BORROWER COUNTERPART shall be governed by, and construed and enforced in accordance with, the INTERNAL laws of the State of
NEW YORK. Each Additional Borrower irrevocably and unconditionally submits to the exclusive jurisdiction of the United States
District Court for the Southern District of New York (or the state courts sitting in the Borough of Manhattan in the event the
Southern District of New York lacks subject matter jurisdiction), and any appellate court from any thereof, in any action or proceeding
brought by the DIP Agent or any DIP Lender arising out of or relating to this Borrower Counterpart or any other Loan Document,
or for recognition or enforcement of any judgment thereof. Each Additional Borrower hereby irrevocably and unconditionally agrees
that a final nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Each Additional Borrower agrees that any action or proceeding brought
by the Lead Borrower or any of its Subsidiaries against the DIP Agent, any DIP Lender, or their Affiliates arising out of or relating
to this Borrower Counterpart shall be brought exclusively in the United States District Court for the Southern District of New
York (or the state courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter
jurisdiction), and any appellate court from any thereof. Nothing in this Borrower Counterpart or in any other Loan Document shall
affect any right that the DIP Agent or any DIP Lender may otherwise have to bring any action or proceeding relating to this Borrower
Counterpart or any other Loan Document against each Additional Borrower or its properties in any court of competent jurisdiction,
including the jurisdictions of incorporation of any Additional Borrower not incorporated in the United States. Each Additional
Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now
or hereafter have to the venue of any such action or proceeding in any such court referred to in this paragraph. Each Additional
Borrower hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to
the maintenance of such action or proceeding in any such court.


 


In case any one or
more of the provisions contained in this Borrower Counterpart should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein and in the Credit Agreement shall not in
any way be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular
jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


Each Additional Borrower
agrees to reimburse the DIP Agent for its reasonable out-of-pocket expenses in connection with this Borrower Counterpart, including
the fees, disbursements and other charges of counsel for the DIP Agent.


 


THIS BORROWER COUNTERPART AND
THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE ARE NO UNWRITTEN
ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signature Page follows.]


 






    	 	G-2	 



     


    

 


IN WITNESS WHEREOF,
each of the undersigned has caused this Borrower Counterpart to be duly executed and delivered by its officer thereunto duly authorized
as of the date first set forth above.


 





	 	ADDITIONAL BORROWERS:
	 	 
	 	[_______________________]
	 	 
	 	By:	                           
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Address:	 
	 	 	 
	 	 
	 	 
	 	 


 






    	 	G-3	 



     


    

 


Acknowledged:


 


WILMINGTON SAVINGS FUND SOCIETY, FSB, as
DIP Agent


 


	By:	   	 
	Name:	 	 
	Title:	 	 


 







    	 	G-4	 



     


    

 


Each of the undersigned
Guarantors (i) acknowledges this Borrower Counterpart and each of the terms and provisions contained herein, (ii) after
giving effect to this Borrower Counterpart, ratifies, confirms and reaffirms the validity, enforceability and binding nature of
the Guaranties to which it is a party and of all of the Obligations defined therein (including the Obligations of the Additional
Borrowers assumed pursuant to this Borrower Counterpart), and (iii) acknowledges and agrees that each Guaranty to which it
is party is, and shall continue to be, in full force and effect on, from and after the date hereof and that no defense, counterclaim,
cross-complaint, right of set-off or other similar claim or right of any kind exists with respect to the validity or enforceability
of such Guaranty or any of the obligations thereunder.


 


	 	[INSERT SIGNATURE BLOCK FOR EACH GUARANTOR, AS APPLICABLE]
	 	 
	 	By:	   
	 	Name:	 
	 	Title:	          





 






    	 	G-5	 



     


    

 


EXHIBIT H


 


FORM OF GUARANTY


 






    	 	H-1	 



     


    

 


GUARANTY AGREEMENT


 


GUARANTY, dated as
of September 25, 2020 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time,
this “Guaranty”), is made by each of the undersigned (together with any other guarantor that may become party
hereto pursuant to Section 21 below, each, individually, a “Guarantor”, and collectively, the “Guarantors”)
in favor of Wilmington Savings Fund Society, FSB, in its capacity as administrative agent and security trustee on behalf of the
Secured Parties (as defined in the Credit Agreement (defined below)) (in such capacities and together with its successors and permitted
assigns, the “DIP Agent”), for the benefit of the Secured Parties.


 


Reference is made to
the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of the date hereof (as amended, restated, amended
and restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”), among Valaris
plc, an English public limited company as the lead borrower (the “Lead Borrower”) and each of the Subsidiaries
of the Lead Borrower from time to time party thereto as borrowers (together with the Lead Borrower, the “Borrowers”
and each a “Borrower”), the lenders from time to time party thereto (the “DIP Lenders”) and
the DIP Agent. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Credit Agreement.


 


Each Guarantor is a
direct or indirect Subsidiary of the Lead Borrower and will derive substantial direct and indirect benefits from the transactions
contemplated by the Credit Agreement and the other Loan Documents.


 


In connection with,
as a condition precedent to, and as necessary consideration for the DIP Lenders’ entering into the Credit Agreement and advancing
the DIP Loans, each Guarantor party hereto is required to enter into this Guaranty to guarantee the due payment and performance
of all Obligations.


 


As an inducement to
the DIP Agent, the DIP Lenders and the other Secured Parties to enter into the Credit Agreement, the other Loan Documents and extend
credit to the Borrowers as set forth in the Credit Agreement, each Guarantor agrees as follows:


 


1.            Guaranty.


 


(a)           Each
Guarantor unconditionally, jointly, and severally guarantees to the DIP Agent, the DIP Lenders and the other Secured Parties, (i) the
punctual payment to the DIP Agent, the DIP Lenders and any other Secured Parties when due, whether upon maturity, by acceleration
or otherwise, of all Obligations (now or hereafter existing) in Dollars and (ii) the full and prompt indefeasible payment
in cash of the Obligations (other than contingent indemnification obligations as to which no claim has been made) and the termination
of all Commitments, and performance of any and all Obligations now or hereafter owing by the Borrowers or any other Guarantor to
the DIP Agent, the DIP Lenders and any other Secured Parties, including all future advances, whether direct, indirect, contingent
or matured, whether incurred as endorser, guarantor, surety, maker or otherwise, and whether now existing or hereafter arising.
Each Guarantor will also pay to the DIP Agent, as applicable, any and all expenses (including without limitation, reasonable and
documented legal fees and expenses) incurred by the DIP Agent, any DIP Lender and/or any other Secured Party in enforcing its rights
under this Guaranty or any other Loan Document in accordance with and to the extent provided in Section 9.04 of the Credit
Agreement. This Guaranty is a guaranty of punctual payment and performance and not merely of collection.


 






    H-2


     


    

 


(b)           Each
Guarantor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes
to provide such funds or other support as may be needed from time to time by each other Guarantor that is not a Qualified ECP Guarantor
to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP
Guarantor shall only be liable under this Section 2 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 2, or otherwise under this Guaranty, voidable under applicable law relating to
fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor
under this Section 2 shall remain in full force and effect until the Guaranty Termination Date. Each Qualified ECP Guarantor
intends that this Section 2 constitute, and this Section 2 shall be deemed to constitute, a “keepwell, support,
or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the
Commodity Exchange Act.


 


For purposes of this clause 1(b):


 


“CFTC Hedging Obligation”
means any Obligation in respect of any agreement, contract, confirmation or transaction that constitutes a “swap” within
the meaning of section 1a(47) of the Commodity Exchange Act.


 


“Qualified ECP Guarantor”
means, in respect of any Swap Obligation, each Credit Party that has total assets exceeding $10,000,000 at the time the relevant
guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other Person
as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder
and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell
under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.


 


“Swap Agreement” means,
with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a
 “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.


 






    H-3


     


    

 


2.            Guaranty
Absolute. The liability of each Guarantor under this Guaranty shall be irrevocable, absolute and unconditional irrespective
of, and each Guarantor hereby irrevocably waives any defenses it may now or hereafter acquire in any way relating to, any or all
of the following: (i) any illegality, lack of validity or enforceability of any Obligation (other than a defense of indefeasible
payment in full in cash (other than contingent indemnification obligations as to which no claim has been made) and termination
of all Commitments), (ii) any amendment, restatement, amendment and restatement, modification, acceleration, waiver or consent
under any Loan Document and/or departure from the terms of any Obligation of the Borrowers and the other Guarantors under any Loan
Document, or any renewal or extension of the time or change of the manner or place of payment, including any increase in the Obligations
resulting from any extension of additional credit or otherwise, (iii) any taking, exchange, substitution, release, non-perfection
or impairment of any collateral securing payment of any Obligation, (iv) any change in the corporate existence, structure
or ownership of the Borrowers, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrowers
or their assets or any resulting release or discharge of any Obligation (other than a defense of indefeasible payment in full in
cash (other than contingent indemnification obligations as to which no claim has been made) and termination of all Commitments),
(v) the existence of any claim, set-off or other rights that any Borrower or such Guarantor may have at any time against the
DIP Agent or any of its Affiliates, or against any DIP Lender or any of its Affiliates, in each case whether in connection herewith
or any unrelated transactions; provided that nothing herein will prevent the assertion of any such claim or other rights
by separate suit or compulsory counterclaim, (vi) any law, regulation, decree or order of any jurisdiction, or any other event,
affecting any term of any Obligation or the DIP Agent’s or any DIP Lender’s rights with respect thereto, including,
without limitation: (A) the application of any such law, regulation, decree or order, including any prior approval, which
would prevent the exchange of a currency other than Dollars for Dollars or the remittance of funds outside of such jurisdiction
or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice;
or (B) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by
such jurisdiction or any governmental authority thereof of any moratorium on, the required rescheduling or restructuring of, or
required approval of payments on, any indebtedness in such jurisdiction; or (C) any expropriation, confiscation, nationalization
or requisition by such country or any governmental authority that directly or indirectly deprives any Borrower of any asset or
its use or of the ability to operate its business or a material part thereof; or (D) any war (whether or not declared), act
of god, pandemic, terrorism, any other force majeure events insurrection, revolution, hostile act, civil strife or similar events
occurring in such jurisdiction which has the same effect as the events described in clause (A), (B) or (C) above (in
each of the cases contemplated in clauses (A) through (D) above, to the extent occurring or existing on or at any time
after the date of this Guaranty), (vii) any claim that any Guarantor’s obligations exceed or are more burdensome than
those of the Borrowers; and (viii) any other circumstance (including, without limitation, any statute of limitations relating
to any Borrower or any Guarantor) or any existence of or reliance on any representation by the DIP Agent and/or any DIP Lender
that might otherwise constitute a defense available to, or a legal or equitable discharge of, any Borrower or any Guarantor or
any other guarantor or surety (other than a defense of indefeasible payment in full in cash (other than contingent indemnification
obligations as to which no claim has been made) and termination of all Commitments (excluding or performance in full hereunder).


 


Without limiting the
generality of the foregoing, each Guarantor guarantees that it shall pay the DIP Agent (or as otherwise directed by the Required
DIP Lenders), as applicable, strictly in accordance with the express terms of the Loan Documents and the DIP Order, including in
the amounts and in the currency expressly agreed to thereunder, irrespective of and without giving effect to any laws of the jurisdiction
where any Borrower or any Guarantor is principally located in effect from time to time, or any order, decree or regulation in the
jurisdiction where any Borrower or any Guarantor is principally located.


 


This Guaranty is in
addition to and not in substitution for or discharge of any other guaranty held by the DIP Agent and/or any DIP Lender.


 


It is the intent of
this Section 2 that each Guarantor’s obligations hereunder are and shall be absolute and unconditional under
any and all circumstances.


 






    H-4


     


    

 


3.            Waiver.
Each Guarantor waives (i) promptness, diligence, notice of protest, marshalling, notice of acceptance, notice of dishonor
and any other notice or demand of any kind or nature whatsoever with respect to any Obligation and this Guaranty, (ii) any
requirement to, or right to require the DIP Agent or any DIP Lender to, exercise any right or take any action against the Borrowers
or any collateral security or credit support, or pursue any other remedy in the DIP Agent or such DIP Lender’s power whatsoever,
and (iii) any benefit of and any right to participate in any security now or hereafter held by the DIP Agent or any DIP Lender.
Each Guarantor further covenants and agrees as follows:


 


(a)           Subject
to the terms of the DIP Order and the Credit Agreement, the DIP Agent and the DIP Lenders are hereby expressly authorized to make,
from time to time, without notice to any Guarantor, any extensions, renewals, sales, pledges, surrenders, compromises, settlements,
releases, indulgences, alterations, substitutions, exchanges, amendments, modifications, or other dispositions of all or any part
of the Obligations, either express or implied, or of any contracts or instruments evidencing any Obligations, or of any security
or collateral securing the Obligations, and/or to take any security for or other sureties or guaranties upon any of the Obligations,
and the liability of the Guarantors shall not be in any manner affected, diminished, or impaired thereby or by any lack of diligence,
failure, neglect, or omission on the part of DIP Agent or any DIP Lender to make any demand or protest, to give any notice of dishonor
or default, or to realize upon or protect any of the Obligations or any collateral or security therefor, or to exercise any Lien
upon or right of appropriation or set-off of any monies, accounts, credits, or property of any Borrower or any Guarantor possessed
by the DIP Agent or any DIP Lender towards the liquidation of the Obligations or by any application of payments or credits thereon.


 


(b)           Subject
to the DIP Order and the Credit Agreement, the DIP Agent and the DIP Lenders shall have the exclusive right to determine how, when,
and what application of payments and credits, if any, shall be made on the Obligations or any part thereof and shall be under no
obligation, at any time, to first resort to, make any demand on, file claim against, or exhaust its remedies against the Borrowers
or any other persons or entities or their properties or estates or to resort to or exhaust its remedies against any collateral,
security, property, lien, or other rights whatsoever. Subject to the DIP Order, it is expressly agreed that if any Event of Default
has occurred and is continuing, the DIP Agent and/or the Required DIP Lenders may at any time make demand for payment on or bring
suit against Guarantor and/or any other party liable for all or any portion of the Obligations, jointly or severally, or any one
or more of such parties or less than all parties and may compound with such Guarantor and any other guarantors or sureties of the
Obligations for such sums or on such terms as the DIP Agent and/or the Required DIP Lenders may see fit and release any of such
parties from all further liability to the DIP Agent and the DIP Lenders hereunder and may release any collateral which now or hereafter
may stand as security for the Obligations or any portion thereof without thereby impairing the rights of the DIP Agent and the
DIP Lenders in any respect to demand, sue for, and collect the balance of the Obligations from any of such parties not so released
and that any claims against any Borrower and/or any other Guarantor accruing to such Guarantor by reason of payments made hereunder
shall be subordinate to any Obligations then or subsequently owed by the Borrower and/or any other Guarantor to the DIP Agent and
the DIP Lenders.


 


4.            Reinstatement.
This Guaranty will continue to be effective or be reinstated, as the case may be, if at any time any payment of any Obligation
is rescinded or must otherwise be returned by the DIP Agent or any DIP Lender upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise, all as though such payment had not been made.


 






    H-5


     


    

 


5.            Guarantors
Bound by Representations, Warranties and Covenants in Credit Agreement. Each Guarantor hereby represents and warrants that
each of the representations and warranties applicable to it in Article IV of the Credit Agreement is true and correct in all
material respects (other than those representations and warranties that are subject to a materiality qualifier, which shall be
true and correct in all respects) on and as of the date of this Guaranty, with the same effect as though such representations and
warranties had been made on and as of such date, except to the extent that such representations and warranties expressly relate
to an earlier date, in which case they were true and correct in all material respects (other than those representations and warranties
that are subject to a materiality qualifier, which shall be true and correct in all respects) as of such earlier date. Without
limiting the generality of the Guarantors’ obligations under this Guaranty or any other Loan Document, each Guarantor further
agrees to be bound by each of the covenants applicable to it in Article V or Article VI of the Credit Agreement.


 


6.            Taxes.
Any and all payments by a Guarantor hereunder will be made free and clear of and without deduction for any and all present or future
taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding income or franchise
taxes imposed on the DIP Agent’s or any DIP Lender’s net income by the jurisdiction under the laws of which the DIP
Agent or such DIP Lender is organized or any political subdivision thereof or by the jurisdiction of any DIP Lender’s lending
office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being “Taxes”). If a Guarantor is required by law to deduct any Taxes from or in respect of any
sum payable hereunder, (i) the sum payable will be increased as may be necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this Section 6) each of the DIP Agent and each DIP
Lender will receive an amount equal to the sum it would have received had no such deductions been made, (ii) such Guarantor
will make such deductions, and (iii) such Guarantor will pay the full amount deducted to the relevant taxation authority or
other authority in accordance with Applicable Law. In addition, each Guarantor will pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution,
delivery or registration of, or otherwise with respect to, this Guaranty or the Obligations (“Other Taxes”).
Such Guarantor will promptly furnish to the DIP Agent or such DIP Lender the original or a certified copy of a receipt evidencing
payment thereof. Each Guarantor will indemnify the DIP Agent and each DIP Lender for the full amount of Taxes or Other Taxes paid
by the DIP Agent or such DIP Lender or any liability (including penalties, interest and expenses) arising therefrom or with respect
thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted, within 30 days of the DIP Agent’s or
such DIP Lender’s request therefor. Without prejudice to the survival of any other agreement contained herein, the Guarantors’
agreements and obligations contained in this Section 6 will survive the indefeasible payment in full in cash of the
Obligations (other than contingent indemnification obligations as to which no claim has been made) and the termination of all Commitments,
principal and interest hereunder or any other Loan Documents and any termination of this Guaranty.


 






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Notwithstanding anything
to the contrary contained herein or in any document or agreement evidencing an Obligation, the Guarantors, the DIP Agent (and each
of their respective employees, representatives or other agents) may disclose to the U.S. Internal Revenue Service or any other
government agency or regulatory body having jurisdiction over the parties, the U.S. tax treatment and U.S. tax structure of the
transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to
any of the foregoing persons relating to such U.S. tax treatment and U.S. tax structure.


 


7.            Place
and Currency of Payment. Each Guarantor agrees to make payment hereunder in Dollars at the Payment Office (or at such other
location as the parties hereto may agree to in writing) in accordance with the Credit Agreement, each Guarantor agrees to make
such payment of such Obligations in accordance with Section 14.


 


8.            Set-Off.
Subject to the DIP Order and Section 7.02 of the Credit Agreement, upon (a) the occurrence and during the continuance
of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 7.02 of
the Credit Agreement to authorize the DIP Agent (or the Required DIP Lenders) to declare the Obligations due and payable pursuant
to the provisions of such Section 7.02 of the Credit Agreement, each Guarantor hereby authorizes each of the DIP Agent and
each DIP Lender at any time and from time to time, to the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the DIP
Agent or such DIP Lender to or for such Guarantor’s credit or the account of such Guarantor against any and all of the Obligations
of the Guarantors, irrespective of whether or not the DIP Agent or such DIP Lender shall have made any demand under this Guaranty.
The DIP Agent or such DIP Lender shall promptly notify such Guarantor after any such set-off and application made by the DIP Agent
on behalf of any DIP Lender; provided that the failure to give such notice will not affect the validity of such set-off
and application. The DIP Agent’s and each DIP Lender’s rights under this Section 8 are in addition to other
rights and remedies (including other rights of set-off) which the DIP Agent or such DIP Lender may have.


 


9.            Representation
and Warranty. Subject to any restrictions arising on account of any Guarantor’s status as a Debtor under the Bankruptcy
Code, each Guarantor has all requisite powers and all material governmental licenses, authorizations, consents and approvals required,
in each case to carry on its business as now conducted and to enter into and perform its obligations under this Agreement.


 


10.          Continuing
Guaranty; Assignments under the Credit Agreement. This is a continuing guaranty and applies to all Obligations whenever arising
and is a guaranty of payment and performance. This Guaranty is irrevocable and shall (i) remain in full force and effect until
the indefeasible payment in full in cash and full discharge of the Obligations (other than contingent indemnification obligations
as to which no claim has been made) and the termination of all Commitments (the “Guaranty Termination Date”),
(ii) be binding on each Guarantor, its successors and assigns, subject to the prior release of any such Guarantor pursuant
to the terms of the Credit Agreement and (iii) inure to the benefit of and be enforceable by the DIP Agent, the DIP Lenders
and any other Secured Parties and, in each case, their respective successors and, in the case of assignments made in accordance
with the Credit Agreement, their respective permitted assigns. Each DIP Lender may assign or otherwise transfer all or any portion
of its rights and obligations under the Credit Agreement (including all or any portion of its Commitments, the DIP Loans owing
to it and the Notes held by it) as set forth in Section 9.06 of the Credit Agreement, and the assignee of such rights and
obligations shall thereupon become vested with all the benefits in respect thereof granted to such DIP Lender herein or otherwise,
in each case as and to the extent provided in Section 9.06 of the Credit Agreement. Except as otherwise expressly permitted
under the Credit Agreement, no Guarantor shall have the right to assign its rights hereunder or any interest herein without the
prior written consent of the Required DIP Lenders (such consent not to be unduly withheld, conditioned or delayed).


 






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11.          Amendments,
Etc. None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except in
accordance with Section 9.01 of the Credit Agreement. Notwithstanding the foregoing, pursuant to Section 21 this
Guaranty shall be supplemented by each applicable Guaranty Supplement in the form attached hereto as Annex 1 (each, a “Supplement”),
as set forth therein.


 


12.          Notices;
Addresses. All notices, demands, requests, consents and other communications provided for herein shall be made in accordance
with Section 9.02 of the Credit Agreement.


 


13.          Guarantors’
Credit Decision, Etc. Each Guarantor has, independently and without reliance on any representation or warranty by the DIP Agent
or any DIP Lender and based on such documents and information as such Guarantor has deemed appropriate, made its own credit analysis
and decision to enter into this Guaranty. Each Guarantor has adequate means to obtain from the Borrowers on a continuing basis
information concerning the financial condition, operations and business of the Borrowers, and no Guarantor is relying on the DIP
Agent or any DIP Lender to provide such information now or in the future. Each Guarantor expressly assumes all responsibilities
to remain informed of the Borrowers’ financial condition and any circumstances affecting (i) the Borrowers’ ability
to perform its obligations under the Loan Documents to which it is a party or (ii) any collateral securing all or any part
of the Obligations. Each Guarantor acknowledges that it will receive substantial direct and indirect benefit from the extensions
of credit contemplated by this Guaranty.


 


14.          Judgment
Currency. If, for purposes of enforcing judgment in any court or for any other purpose hereunder or in connection herewith,
it is necessary to convert a sum due hereunder in any currency into another currency, such conversion shall be carried out to the
extent and in the manner provided in Section 9.12 of the Credit Agreement.


 


15.          Governing
Law. This Guaranty and the rights and obligation of the parties hereto (including the submission to jurisdiction in Section 20)
shall be governed by, and construed in accordance with, the internal laws of the State of New York and, to the extent applicable,
the Bankruptcy Code, without regard to its conflicts of laws provisions that would result in the application of a different governing
law.


 


16.          Joint
and Several Liability of the Guarantors. Each Guarantor accepts joint and several liability hereunder for the Obligations of
the Borrowers under the Credit Agreement in consideration for the DIP Lenders and the DIP Agent entering into the Credit Agreement,
for the mutual benefit, directly and indirectly, of each Guarantor. If and to the extent that any Guarantor shall fail to make
any payment with respect to any of the obligations hereunder as and when due, then the other Guarantors will make such payment
with respect to such obligation.


 






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17.          Rights
of Reimbursement, Contribution and Subrogation. In case any payment is made on account of the Obligations by any Guarantor
or is received or collected on account of the Obligations from any Guarantor or its property:


 


(a)           In
order to provide for just and equitable contribution among the Guarantors, each Guarantor agrees that in the event a payment shall
be made on any date under this Guaranty by any Guarantor (the “Funding Guarantor”), each other Guarantor (each
a “Contributing Guarantor”) shall indemnify the Funding Guarantor in an amount equal to the amount of such payment,
in each case multiplied by a fraction the numerator of which shall be the net worth of the Contributing Guarantor as of such date
and the denominator of which shall be the aggregate net worth of all the Contributing Guarantors together with the net worth of
the Funding Guarantor as of such date. Any Contributing Guarantor making any payment to a Funding Guarantor pursuant to this Section 17
shall be subrogated to the rights of such Funding Guarantor to the extent of such payment. No Guarantor shall have any right of
subrogation, reimbursement, contribution or indemnity, nor any right of recourse to security for the Obligations until after the
Guaranty Termination Date, without the filing or commencement, by or against any Borrower or any other Guarantor, of any state
or federal action, suit, petition or proceeding seeking any reorganization, liquidation, judicial or other relief or arrangement
in respect of creditors of, or the appointment of a receiver, liquidator, judicial manager, trustee or conservator with respect
to, any Borrower or any Guarantor or its assets (other than the Chapter 11 Cases). This waiver is expressly intended to prevent
the existence of any claim with respect to such subrogation, reimbursement, contribution or indemnity by the Guarantors against
the estate of any Borrower (or any other Guarantor) within the meaning of Section 101 of the Bankruptcy Code, in the event
of a subsequent case involving any Borrower (or any Guarantor). If an amount shall be paid to any Guarantor on account of such
rights at any time prior to termination of this Guaranty, such amount shall be held in trust for the benefit of the DIP Agent and
the DIP Lenders and shall forthwith be paid to the DIP Agent (or as otherwise directed by the Required DIP Lenders), to be credited
and applied to the Obligations, whether matured or unmatured, in accordance with the terms of the Loan Documents or otherwise as
the DIP Agent (or as otherwise directed by the Required DIP Lenders) may elect. The agreements in this Section 17 shall
survive repayment of all of the Obligations and the termination or expiration of this Guaranty in any manner.


 


(b)          Each
Guarantor reserves any and all other rights of reimbursement, contribution or subrogation at any time available to it as against
any other Guarantor, but the exercise and enforcement of such rights shall be subject to this Section 17.


 


18.          Fraudulent
Transfer Laws. Anything contained in this Guaranty to the contrary notwithstanding, the obligations of each Guarantor under
this Guaranty on any date shall be limited to a maximum aggregate amount equal to the largest amount that would not, on such date,
render its obligations hereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy
Code of the United States or any applicable provisions of comparable debtor relief laws of any applicable jurisdiction (collectively,
the “Fraudulent Transfer Laws”), but only to the extent that any Fraudulent Transfer Law has been found in a
final non-appealable judgment of a court of competent jurisdiction to be applicable to such obligations as of such date, in each
case:


 






    H-9


     


    

 


(a)            after
giving effect to all liabilities of such Guarantor, contingent or otherwise, that are relevant under the Fraudulent Transfer Laws,
but specifically excluding:


 


(1)            any
liabilities of such Guarantor in respect of intercompany indebtedness to any Borrower or other Affiliates of any Borrower to the
extent that such indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder;


 


(2)            any
liabilities of such Guarantor under this Guaranty; and


 


(3)            any
liabilities of such Guarantor under each of its other guaranties of and joint and several co-borrowings of Debt permitted to be
guaranteed by any Guarantor subject to the terms and conditions of the Credit Agreement; and


 


(b)            after
giving effect as assets to the value (as determined under the applicable provisions of the Fraudulent Transfer Laws) of any rights
to subrogation, reimbursement, indemnification or contribution of such Guarantor pursuant to Applicable Law or pursuant to the
terms of any agreement (including any such right of contribution under Section 17).


 


The granting of credit from time to time
by the DIP Agent or any DIP Lender to the Borrowers in excess of any amount to which right of recovery under this Guaranty with
respect to a Guarantor is limited and without notice to such Guarantor is hereby expressly authorized and shall in no way affect
or impair this Guaranty of such Guarantor. In the event that the Obligations of the Borrowers and the other Guarantors to the DIP
Agent and/or any other DIP Lender shall so exceed any amount to which this Guaranty with respect to such Guarantor is limited,
if any, any payments by any Borrower and/or any other Guarantor or any collections or recovery by the DIP Agent and/or any other
DIP Lender from any sources other than this Guaranty with respect to such Guarantor may first be applied by the DIP Agent and/or
any other DIP Lender to any portion of the Obligations which exceeds the limits of this Guaranty with respect to such Guarantor.


 


19.          Subordination.


 


(a)           Each
Guarantor (with respect to intercompany Debt now or hereafter existing (whether created directly or acquired by assignment or otherwise
and howsoever evidenced) owed to any Guarantor, and interest and premiums, if any, thereon and other amounts payable in respect
thereof (the “Subordinated Debt”)) agrees that all Subordinated Debt and all rights, remedies and options of
each Guarantor are and will be subordinate and junior in right of payment and enforcement to the prior and indefeasible payment
in full in cash and enforcement in full of all of the Obligations (other than contingent indemnification obligations as to which
no claim has been made) and the termination of all Commitments.


 


(b)           At
any time prior to an Event of Default, each Guarantor may make, and each Guarantor shall be entitled to accept and receive, payments
(including by way of set-off) on account of the Subordinated Debt in the ordinary course of business and subject to the DIP Order
and the other Loan Agreements.


 






    H-10


     


    

 


(c)           Until
the Guaranty Termination Date, each Guarantor (with respect to Subordinated Debt owed to it) agrees that such Guarantor shall not
ask, demand, sue for, or take or receive from any other Guarantor or Subsidiary of the Lead Borrower, directly or indirectly, in
cash or other property or in any other manner (including, without limitation, from or by way of collateral), payment of all or
any of the Subordinated Debt, except in accordance with Section 19(b). If any amount shall be paid to any Guarantor
in violation of the preceding sentence at any time prior to the occurrence of the Guaranty Termination Date such amount shall be
held in trust for the benefit of the holders of the Obligations and shall forthwith be paid to the DIP Agent (or otherwise at the
direction of the Required DIP Lenders) to be credited and applied to the Obligations in accordance with the terms of the Loan Documents.


 


(d)           Each
Guarantor agrees that such Guarantor shall not exercise or enforce any creditors’ rights or remedies that it may have against
any other Guarantor or Subsidiary of the Lead Borrower, or foreclose, repossess, sequester, or otherwise institute any action or
proceeding (whether judicial or otherwise, including the commencement of any insolvency proceeding) to enforce any Subordinated
Debt until the occurrence of the Guaranty Termination Date, unless the DIP Agent or the Required DIP Lenders otherwise consents.


 


(e)           Each
Guarantor agrees that no payment or distribution to the DIP Agent or any DIP Lender pursuant to the provisions of this Section 19
shall entitle such Guarantor to exercise any rights of subrogation in respect thereof until the occurrence of Guaranty Termination
Date. It is understood by the parties hereto that the foregoing waiver of the exercise of any right of subrogation by each Guarantor
shall in no event be deemed to be a permanent waiver of such right of subrogation, but shall be effective only until the occurrence
of Guaranty Termination Date.


 


Each Guarantor agrees that it will not make any payment of any
of the Subordinated Debt under which it is indebted, or take any other action, in contravention of the provisions of this Section 19.


 


20.          Consent
to Jurisdiction, Etc. Any legal action or proceeding with respect to this Guaranty or any other Loan Document shall be brought
in the Bankruptcy Court, or to the extent that the Bankruptcy Court does not have (or abstains from exercising) jurisdiction, in
the courts of the State of New York sitting in New York County or of the United States of America for the Southern District of
New York (except as may be expressly provided in any Loan Document governed by any laws other than the laws of the State of New
York or with respect to any collateral subject thereto), and, by execution and delivery of this Guaranty, each Guarantor hereby
accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts
(except as may be expressly provided in any Loan Document governed by any laws other than the laws of the State of New York or
with respect to any collateral subject thereto), except that each of the DIP Agent or DIP Lenders may bring legal action or proceedings
in other appropriate jurisdictions with respect to the enforcement of its rights under Loan Documents and/or the Collateral (except
as may be expressly provided in any Loan Document governed by any laws other than the laws of the State of New York or with respect
to any collateral subject thereto) to the extent not prohibited by the Bankruptcy Court. The parties hereto hereby irrevocably
waive any objection, including any objection to the laying of venue or based on the grounds of forum non conveniens, that any of
them may now or hereafter have to the bringing of any such action or proceeding in such respective jurisdictions. Nothing in this
Guaranty or in any other Loan Document (except as may be expressly provided in any Loan Document governed by any laws other than
the laws of the State of New York or with respect to any collateral subject thereto) shall affect any right that the DIP Agent
or any DIP Lender may otherwise have to bring any action or proceeding relating to this Guaranty or any other Loan Document against
any Credit Party or its properties in any court of competent jurisdiction, including the jurisdictions of incorporation of any
Credit Party not incorporated in the United States.


 






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21.          Additional
Guarantors. Each Subsidiary of any Borrower that is required to become a party to this Guaranty pursuant to Section 5.10
of the Credit Agreement, shall become a Guarantor as required by the Credit Agreement for all purposes of this Agreement and the
other Loan Documents upon execution and delivery by such Subsidiary of a Supplement hereto (regardless of whether such Supplement
is countersigned by the DIP Agent). The execution and delivery of any instrument adding an additional Guarantor as a party to this
Agreement shall not require the consent of any other Guarantor hereunder or the DIP Agent. The DIP Lenders hereby instruct the
DIP Agent to promptly countersign each such Supplement delivered to the DIP Agent by any Guarantor in accordance with this Section 21
and Section 5.10 of the Credit Agreement. The rights and obligations of each Guarantor hereunder shall remain in full force
and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.


 


22.          Termination.
This Guaranty shall be terminated, (a) with respect to all Guarantors, on and as of the Guaranty Termination Date or, (b) with
respect to a Guarantor, if applicable, as provided in Section 9.01(c) of the Credit Agreement.


 


23.          Counterparts;
Integration; Effectiveness.  This Guaranty and any amendments, waivers, consents or supplements hereto may be executed
in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute a single contract. This Guaranty, the other Loan Documents
and any fee letter pertaining hereto accepted by each Guarantor constitute the entire understanding among the parties hereto with
respect to the subject matter hereof and supersede any prior agreements, written or oral, with respect thereto. This Guaranty shall
become effective when the DIP Agent shall have received counterparts hereof that together bear the signatures of each of the Guarantors
party hereto. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile or electronic email shall
be effective as delivery of a manually executed counterpart of this Guaranty.


 


24.          Appointment
of Process Agent.  Each Guarantor not organized in the United States hereby appoints, and shall maintain the appointment
of, CSC Corporation (the “Process Agent”), with an office on the Effective Date at 1180 Avenue of the Americas,
Suite 210, New York, NY 10036-8401, as its agent to receive on behalf of it service of copies of the summons and complaint
and any other process which may be served in any such action or proceeding. Such service may be made by mailing by certified mail
a copy of such process to each such Guarantor in care of the Process Agent at the Process Agent’s above address, with a copy
to each such Guarantor, at its address specified in Section 12, and each such Guarantor hereby irrevocably authorizes
and directs the Process Agent to receive and forward such service on its behalf. As an alternative method of service, each Guarantor
not incorporated in the United States also irrevocably consents to the service of any and all process in any such action or proceeding
by the mailing by certified mail of copies of such process to and at its address specified in Section 12. Each such
Guarantor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions
by suit on the judgment or in any other manner provided by law. Nothing in this Section 24 shall affect the right of
any DIP Lender or the DIP Agent to serve legal process in any other manner permitted by Applicable Law.


 






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25.          WAIVER
OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTY OR
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER
THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 25.


 


26.          Waiver
of Immunity. TO THE EXTENT THAT ANY GUARANTOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT
OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE)
WITH RESPECT TO ITSELF OR ITS PROPERTY, SUCH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY
IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY.


 


27.          Waiver
of Consequential Damages. WITHOUT LIMITING OR OTHERWISE MODIFYING ANY GUARANTOR’S OBLIGATIONS UNDER SECTION 9.04(B) OF
THE CREDIT AGREEMENT, EACH OF THE GUARANTORS, THE DIP AGENT AND THE DIP LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES,
TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY
ACTION OR PROCEEDING REFERRED TO IN SECTION 9.13 OF THE CREDIT AGREEMENT ANY EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL
DAMAGES; PROVIDED THAT NOTHING HEREIN SHALL CONSTITUTE A WAIVER BY THE DIP AGENT OR ANY DIP LENDER OF ANY RIGHT TO RECEIVE FULL
PAYMENT OF ALL OBLIGATIONS OWED BY ANY GUARANTOR UNDER THIS GUARANTY.


 


28.          DIP
Order. To the extent that the terms of this Guaranty contradict the provisions of the DIP Order, the provisions of the DIP
Order shall control. Notwithstanding anything herein to the contrary, the guaranty granted to the DIP Agent pursuant to this Guaranty
and the exercise of any right or remedy by the DIP Agent hereunder are subject to the provisions of, and as set forth in, the DIP
Order.


 






    H-13


     


    

 


29.          Riders
for Certain Jurisdictions.


 


(a)          Subject
to the DIP Order, regarding the guarantee contained in this Guaranty, each Guarantor hereby irrevocably waives any right to require
a proceeding first against any Borrower or any other Person, any right to request the division of their payment obligation among
the Guarantors and any right to request that collateral be foreclosed upon, however such rights may be denominated under the laws
of any jurisdiction.


 


(b)           Brazil.


 


(i) The
Guarantor incorporated under the laws of Brazil (the “Brazilian Guarantor”) hereby expressly acknowledges and
agrees that (x) the choice of the laws of the State of New York as the laws in accordance with which this Guaranty shall be
governed is a valid choice of law under the laws of Brazil, and shall be recognized and applied by the courts of Brazil to the
extent that such laws are not deemed to be against Brazilian national sovereignty, human dignity, morality or public policy and
(y) for the purposes of article 9 of Brazilian Decree-Law No. 4,657 dated September 4, 1942, as amended, and for
no other purposes, the transaction contemplated in this Agreement has been proposed by the Borrower to the other parties hereto.


 


(ii) The
Brazilian Guarantor hereby expressly acknowledges and agrees that this Agreement will be admitted before the public agencies and
courts in Brazil, provided that (x) the signatures of the persons signing this document outside Brazil are duly notarized
by a notary public qualified as such under the laws of the place of signing, (y) the signature of such notary public is authenticated
pursuant to the apostille procedures set forth under the Hague Convention of October 5, 1961 Abolishing the Requirement of
Legalization for Foreign Public Documents or by a Brazilian consular officer at the competent Brazilian Consulate, and (z) this
Agreement, duly notarized and apostilled, is translated into Portuguese by a sworn translator and registered with the competent
Registry of Deeds and Documents (Cartório de Registro de Títulos e Documentos).


 


(iii) The
Brazilian Guarantor hereby expressly acknowledges and agrees that in case of enforcement of this Guaranty in Brazil, (x) for
the purposes of the third paragraph of Article 784 of Brazilian law 13,105 of March 16, 2015 (the “Brazilian
Code of Civil Procedure”), Brazil is the place of payment of the obligations of the Brazilian Guarantor, and (y) this
Guaranty shall constitute an extrajudicial enforcement title (título executivo extrajudicial) in accordance with
article 784 et. sec. of the Brazilian Code of Civil Procedure. The Brazilian Guarantor hereby acknowledges and agrees that each
of and all obligations assumed or that may be imputed hereunder in connection with this Guaranty are, to the fullest extent permitted
by law, subject to specific performance in accordance with the Brazilian Code of Civil Procedure.


 


(iv) The
Brazilian Guarantor hereby expressly acknowledges and agrees that it has the legal capacity to sue and be sued in its own name;
the submission of each of the Guarantors to the exclusive jurisdiction of the Bankruptcy Court and the waiver by each of the Guarantors
of any objection to the venue of a proceeding in such courts in connection with this Guaranty is legal, valid and binding under
the laws of Brazil and will be respected by Brazilian courts.


 






    H-14


     


    

 


(v) The
Brazilian Guarantor hereby expressly acknowledges and agrees that it is not entitled to claim (in relation to itself or any of
its assets) immunity from any suit, execution, attachment or other legal process under Brazilian law in connection with or arising
under this Guaranty.


 


(vi) The
Brazilian Guarantor hereby expressly and irrevocably waives the benefit of Articles 333 (sole paragraph), 364, 366, 368, 821, 825,
827, 830, 834, 835, 837, 838 and 839 of the Brazilian Civil Code (Brazilian Law No. 10.406, dated January 10, 2002, as
amended), and Articles 130 and 794 of the Brazilian Code of Civil Procedure (Brazilian Law No. 13.105, dated March 16,
2015, as amended).


 


(vii) Upon
making any payment with respect to any obligation of a Borrower, the Brazilian Guarantor will be subrogated to the rights of the
payee against such Borrower with respect to such obligation; provided, however, that the Brazilian Guarantor shall not be entitled
to enforce, or to receive any payments arising out of or based upon, such right of subrogation until all Obligations have been
paid in full.


 


(c)           Jersey.
Each Guarantor irrevocably and unconditionally abandons and waives any right which it may have at any time under the existing or
future laws of Jersey:


 


(i)             whether
by virtue of the droit de discussion or otherwise to require that recourse be had by the DIP Agent or any DIP Lender or
any other Secured Party to the assets of any other Guarantor or any other person before any claim is enforced against that Guarantor
in respect of the obligations assumed by it under any of the Loan Documents; and


 


(ii)            whether
by virtue of the droit de division or otherwise to require that any liability under any guarantee or indemnity contained
in any of the Loan Documents be divided or apportioned with any other Guarantor or any other person or reduced in any manner whatsoever.


 


(d)          Luxembourg.


 


(i)             Notwithstanding
any provisions to the contrary in any Loan Document, the aggregate obligations and liabilities of any Guarantor incorporated in
Luxembourg under this Guaranty for the Obligations of any Loan Party in which the relevant Guarantor has no direct or indirect
equity interest, shall be limited at any time to an amount not to exceed the greater of ninety-five percent (95%) of (A) the
sum of (x) such Guarantor’s “capitaux propres” (as referred to in Annex I to the Grand Ducal Regulation,
dated December 18, 2015, setting out the form and content of the presentation of the balance sheet and profit and loss account,
enforcing the Law of December 19, 2002 on the register of commerce and companies and the accounting and annual accounts of
undertakings, as amended) (the “Own Funds”) and (y) such Guarantor’s debt, which is subordinated
in right of payment (whether generally or specifically) to any claim of any DIP Lender under any of the Loan Documents (the “Lux
Subordinated Debt”), as determined on the basis of the then latest available annual accounts of such Guarantor duly established
in accordance with applicable accounting rules, as at the date of this Guaranty, and (B) the sum of (x) such Guarantor’s
Own Funds and (y) such Guarantor’s Lux Subordinated Debt, as determined on the basis of the then latest available annual
accounts of such Guarantor duly established in accordance with applicable accounting rules, as at the date on which the guarantee
under this Guaranty is called.


 






    H-15


     


    

 


(ii)            Where
for the purpose of the determination to be made under clause (i), no duly established annual accounts are available for the relevant
reference period (which, for the avoidance of doubt, includes circumstances in which no final annual accounts have been established
in due time in respect of the then most recently ended financial year) the relevant Guarantor shall, promptly, establish unaudited
interim accounts (as of the date of the end of the then most recent financial quarter) or annual accounts (as applicable) duly
established in accordance with applicable accounting rules, pursuant to which the relevant Guarantor’s Own Funds and Lux
Subordinated Debt will be determined.


 


Notwithstanding anything
to the contrary, no Luxembourg Guarantor guarantees any amounts due under the Loan Documents if and to the extent the granting
of a guarantee for such amounts would constitute an unlawful financial assistance violating article 1500-7 of the Luxembourg law
dated August 10, 1915 on commercial companies, as amended, to the extent applicable.


 


(e)           Malta.


 


(i)             Any
Guarantor incorporated under the laws of Malta (the “Maltese Guarantor”) hereby expressly acknowledges and agrees that
the choice of the law of the State of New York as the law in accordance with which this Guaranty shall be governed is a valid choice
of law under the laws of Malta, and should be recognised and applied by the courts of Malta to the extent that such laws are not
deemed to be against Maltese public policy.


 


(ii)            Notwithstanding
the fact that the Maltese Guarantor has irrevocably waived the defense of lack of validity of enforceability of any Obligation
(other than a defense of payment in full cash), the DIP Lenders and/or the DIP Agent acknowledge that the recognition in Malta
of a judgment enforcing the Guaranty against the Maltese Guarantor is subject to procedural rules regulating the recognition
and enforcement of judgments in Malta which allow the judgment debtor to challenge recognition and enforcement on a limited number
of grounds including where the judgment is manifestly contrary to public policy in Malta.


 


(iii)           In
this respect, it should be noted inter alia, in terms of Section 1926 of the Maltese Civil Code (Chapter 16 of the
Laws of Malta) a guarantee can only exist in respect of a valid obligation. Moreover, in terms of Section 1927 of the Maltese
Civil Code, the guarantee under this Guaranty Agreement cannot exceed what is due by the Borrowers and may not be enforced to the
extent contracted under more onerous conditions.


 






    H-16


     


    

 


(iv)           Notwithstanding
the fact that the Maltese Guarantor has irrevocably waived the defense it may have in relation to any other circumstance (including,
without limitation, any statute of limitations relating to any Borrower or any Guarantor), in the event of an enforcement of the
Guaranty in the Maltese Courts, (assuming that they have jurisdiction), the Maltese Courts can in particular instances be expected
to apply Maltese law as the lex fori in respect of procedural matters and other particular matters such as those relating
to prescription (time-bar) where the law of the forum is applicable under private international law rules. In terms of Maltese
Law, the Maltese Courts may raise the plea of prescription ex officio despite waiver of such claim by the Maltese Guarantor.


 


(v)            The
enforceability of the rights and remedies under this Guaranty in the Maltese Courts is also limited and subject to the plea of
set-off which in terms of Section 1196(2) of the Maltese Civil Code, operates ipso jure and even without the knowledge
of the debtors unless otherwise agreed.


 


(f)           Mexico.


 


(i)             Each
Guarantor incorporated under the laws of Mexico, hereby expressly acknowledges and agrees that this Guaranty is governed by the
laws of the State of New York and expressly agrees that any rights and privileges that it might otherwise have under the laws of
Mexico shall not be applicable to this Guaranty, indemnities and other assurances contained herein or any guarantee granted by
such Guarantor incorporated under the laws of Mexico, on the date hereof or in the future, pursuant to this Guaranty. For such
purposes, each Guarantor incorporated under the laws of Mexico hereby unconditionally and irrevocably waives, to the fullest extent
permitted by applicable law, all rights and benefits to which it may be entitled (including the rights to excusión,
orden, división and subrogación), set forth, but not limited to, Articles 2813, 2814, 2815,
2816, 2817, 2818, 2819, 2820, 2821, 2822, 2823, 2824, 2826, 2827, 2828, 2830, 2835, 2836, 2837, 2838, 2839, 2840, 2842, 2844, 2845,
2846, 2847, 2848 and 2849 of the Federal Civil Code (Código Civil Federal) and the corresponding provisions of the
Civil Codes of the States of Mexico and Mexico City (or any successor provisions).


 


(ii)            Each
Guarantor incorporated under the laws of Mexico, represents that (i) it is familiar with the contents of the articles referred
to in Section 2; (ii) it will receive valuable direct and indirect benefits as a result of the entering into this
Guaranty and any other Loan Document to which it is a party; (iii) it is not in a state of generalized default of its payment
obligations (incumplimiento generalizado en el pago de sus obligaciones) under Articles 10 and 11 of the Mexican Bankruptcy
Law (Ley de Concursos Mercantiles); (iv) it has not been declared in concurso mercantil or bankruptcy (quiebra)
or other similar insolvency procedure in Mexico; and (v) there is no pending and, to the best of its knowledge, threatened
action, claim, requirement or proceeding before any court, governmental agency, arbitrator or jurisdictional entity that affects
or could affect the legality, validity or enforceability of this Guaranty.


 






    H-17


     


    

 


(iii)           Notwithstanding
the provisions set forth in Section 20 of this Guaranty, with respect to any action or proceedings arising out of or
relating to this agreement involving any Guarantor incorporated under the laws of Mexico, each of the parties hereto (i) expressly,
irrevocably and unconditionally agrees to submit to the jurisdiction of the Bankruptcy Court and, if the Bankruptcy Court does
not have, or abstains from, jurisdiction, the United States District Court for the Southern District of New York (or the state
courts sitting in the Borough of Manhattan in the event the Southern District of New York lacks subject matter jurisdiction), and
any appellate court from any thereof, (ii) expressly, irrevocably and unconditionally waives any other jurisdiction to which
it may be entitled by reason of its present or future domicile or otherwise, and (iii) expressly, irrevocably and unconditionally
waives any object to those courts on the ground of venue or forum non conveniens.


 


(iv)            In
connection with the provisions set forth in Section 24 above, each Guarantor incorporated under the laws of Mexico,
shall grant to the Process Agent a special power of attorney for lawsuits and collections (pleitos y cobranzas) in the presence
of a Mexican Notary Public on terms that are acceptable to the DIP Agent in its sole discretion, which power of attorney shall
be irrevocable as it is granted in a satisfaction of a condition precedent set forth herein.


 


(g)          Switzerland.


 


(i)             If
and to the extent that:


 


(1)            a
Guarantor incorporated in Switzerland and/or having its registered office in Switzerland (a “Swiss Guarantor”)
becomes liable under this Guaranty for, or with respect to, Obligations of any Loan Party (other than a Loan Party that is a wholly
owned direct or indirect subsidiaries of the Swiss Guarantor) (the “Restricted Obligations”); and


 


(2)            fulfilling
such liability or obligation would, under Swiss law, constitute a repayment of capital (Einlagerückgewähr), a
violation of the legally protected reserves (gesetzlich geschützte Reserven) or the payment of a (constructive) dividend
(Gewinnausschüttung) by the Swiss Guarantor or would otherwise be restricted under then applicable mandatory Swiss
law,


 


the Swiss Guarantor's liability under this
Guaranty for, or with respect to, the Restricted Obligations (and the amount of any payment in relation thereto) shall be limited
to the amount as determined in accordance with applicable Swiss law as then in effect (the “Swiss Available Amount”).
The limitation to the Swiss Available Amount (as may apply from time to time) shall not definitively free the Swiss Guarantor from
the Restricted Obligations in excess of the Swiss Available Amount, but merely postpone the payment date therefor until such times
as payment is again permitted under applicable Swiss law. Any and all indemnities and guarantees of such Swiss Guarantor contained
in any other Loan Documents shall be construed in a manner consistent with the provisions herein contained.


 






    H-18


     


    

 


(ii)            In
case the Swiss Guarantor who is required to make a payment in respect of Restricted Obligations under this Guaranty is obliged
to withhold Swiss Withholding Tax in respect of such payment, the Swiss Guarantor shall:


 


(1)            use
its best efforts that such payments can be made without deduction of Swiss Withholding Tax, or with deduction of Swiss Withholding
Tax at a reduced rate, by discharging the liability for such Tax by notification pursuant to applicable law (including double tax
treaties) rather than payment of the Tax;


 


(2)            if
the notification procedure pursuant to sub-paragraph (i) above does not apply, deduct Swiss Withholding Tax at the rate of
35% (or such other rate as in force from time to time), or if the notification procedure pursuant to sub-paragraph (i) above
applies for a part of the Swiss Withholding Tax only, deduct Swiss Withholding Tax at the reduced rate resulting after the discharge
of part of such Tax by notification under applicable law, from any payment made by it in respect of Restricted Obligations and
promptly pay any such Taxes to the Swiss Federal Tax Administration;


 


(3)            notify
the DIP Agent that such a notification, or as the case may be, such a deduction has been made and provide the DIP Agent with evidence
that such notification of the Swiss Federal Tax Administration has been made or, as the case may be, any such deductions have been
paid to the Swiss Federal Tax Administration;


 


(4)            in
the case of a deduction of Swiss Withholding Tax, use its best efforts to ensure that any person other than the DIP Agent, which
is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment in respect of Restricted Obligations,
will, as soon as possible after such deduction:


 


a.            be
in a position to apply for a refund of the Swiss Withholding Tax under applicable law (including Tax treaties) and pay to the DIP
Agent upon receipt any amounts so refunded; or


 


b.            if
the DIP Agent or a Secured Party is entitled to a full or partial refund of the Swiss Withholding Tax deducted from such payment
and if requested by the DIP Agent, provide the DIP Agent or Secured Party those documents that are required by law and applicable
tax treaties to be provided by the payer of such Tax in order to enable the DIP Agent or Secured Party to prepare a claim for refund
of Swiss Withholding Tax. The DIP Agent and the Swiss Guarantor shall co-operate with each other to secure such refund.


 


(iii)           If
the Swiss Guarantor is obliged to withhold Swiss Withholding Tax in accordance with paragraph (ii) above, the DIP Agent
shall be entitled to further request payment under the Guaranty and other indemnity granted to it under this Guaranty and apply
proceeds therefrom against the Restricted Obligations up to an amount which is equal to that amount which would have been obtained
if no withholding of Swiss Withholding Tax were required, whereby such further payments shall always be limited to the Swiss Available
Amount. In case the proceeds irrevocably received by the DIP Agent and the Secured Parties pursuant to paragraph (ii)(4) above
and this paragraph (iii) have the effect that the proceeds received by the DIP Agent and the Secured Parties exceed
the Obligations, then the DIP Agent or the relevant Secured Party shall promptly return such overcompensation to the relevant Swiss
Guarantor.


 






    H-19


     


    

 


(iv)           If
and to the extent requested by the DIP Agent and if and to the extent this is from time to time permitted under applicable Swiss
mandatory law notwithstanding the restrictions referred to in Section 29(g)(i), in order to allow the DIP Agent (and
the Secured Parties) to obtain a maximum benefit under this Guaranty and any and all indemnities and guarantees owed by a Swiss
Guarantor contained in any other Loan Documents, such Swiss Guarantor shall take all such measures and/or promptly procure the
fulfilment of all such prerequisites, in each case to the extent within its power, as are necessary and appropriate to achieve,
without delay, performance of its obligations under this Guaranty and make the (required) payment(s) thereunder from time
to time, including the following:


 


(1)            the
preparation of an up-to-date (interim) audited balance sheet of the Swiss Guarantor;


 


(2)            the
confirmation of the auditors of the Swiss Guarantor that the relevant amount represents (the maximum of) freely distributable reserves;


 


(3)            the
passing of unanimous written resolutions of the quotaholders of the Swiss Guarantor approving the (resulting) distribution;


 


(4)            the
conversion of restricted reserves into profits and reserves freely available for the distribution as dividends (to the extent permitted
by mandatory Swiss law);


 


(5)            to
the extent permitted by applicable Swiss law, (A) write up or realize any of its assets shown in its balance sheet with a
book value that is significantly lower than the market value of the assets, in case of a realization, however, only if such assets
are not necessary for the Swiss Guarantor's business (nicht betriebsnotwendig) and/or (B) reduce its quota capital;
and


 


(6)            all
such other measures necessary or useful and/or to promptly procure the fulfilment of all prerequisites reasonably necessary to
allow the Swiss Guarantor to promptly make the payments and perform the obligations agreed hereunder from time to time with a minimum
of limitations.


 


(h)          Thailand.


 


(i)             Notwithstanding
anything to the contrary, the provisions in this Section (h) shall be applied to each Guarantor incorporated under
the laws of Thailand (each, a “Thai Guarantor”). In relation to a Guarantor incorporated under the laws of Thailand,
the provisions of this Guaranty shall apply to the extent not contrary of Thai laws.


 


(ii)            Each
Thai Guarantor and the DIP Agent acknowledge that the obligation to be liable under this Guaranty by each Thai Guarantor have the
details set forth below:


 






    H-20


     


    

 


(1)            Purpose
of the incurrence of the obligation: the purpose of the incurrence of the DIP Loans as more particularly described in the preamble
of this Guaranty and the Credit Agreement.


 


(2)            Nature
of the obligation: loan facility.


 


(iii)           Each
Thai Guarantor shall be liable under this Guaranty in respect of all amounts payable by the Borrowers under the Loan Documents,
including the Obligations as defined in the Credit Agreement, which shall include all principal and interest, fees and premiums
on the DIP Loans, and all other costs and indemnities incurred in relation to the execution or enforcement of this Guaranty, the
Credit Agreement and the other Loan Documents, and including Taxes withheld or deducted or Other Taxes payable and any amounts
incurred by or on behalf of the DIP Lenders or the DIP Agent in connection with making a claim under, or the enforcement of, this
Guaranty, the Credit Agreement or any other Loan Document and this Guaranty shall remain in full effect until the earlier of: (i) this
Guaranty Termination Date and (ii) August 17, 2031. To the extent permitted under applicable law, if at any time any
payment of any of the Obligations are rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy or reorganization
of any Borrower or otherwise, each Thai Guarantor’s obligations hereunder with respect to such payment will be reinstated
as though such payment had been due but not made at such time.


 


(iv)           To
the extent permitted under applicable law, each Thai Guarantor irrevocably waives presentment, demand, protest and any notice in
relation to this Guaranty, as well as any requirement that at any time any action be taken by any person against any Borrower or
any other person. In particular, each Thai Guarantor irrevocably waives its right to require the DIP Agent to pursue or exhaust
the DIP Agent’s legal or equitable remedies against any Borrower prior to exercising the DIP Agent’s rights under this
Guaranty.


 


(v)            Each
Thai Guarantor irrevocably waives, to the extent permitted by applicable law, any rights which it may have under Sections 293,
294, 684, 687, 688, 689, 690, 697 and 701 of the Civil and Commercial Code of Thailand or any other similar provisions.


 


(vi)           The
maximum amount of liability of the Guarantor under this Guaranty shall not exceed $1,000,000,000.


 


(vii)          Notwithstanding
clause 3 of this Guaranty, the DIP Lenders shall, within 60 days from the date any Borrower is in default, issue a written
demand to the Thai Guarantors calling on the guarantee pursuant to Section 686 of the CCC.


 


(viii)         For
the purposes of this Guaranty, each Thai Guarantor agrees that it shall be liable with the Borrowers under this Guaranty on a joint
and several basis .


 


[Signature page follows.]


 






    H-21


     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Guaranty to be executed as of the date first written above by their respective officers thereunto
duly authorized.


 


	 	[______________]
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


Signature Page to Guaranty


 






    


     


    

 


Annex 1 to Guaranty


 


GUARANTY SUPPLEMENT
dated as of ______________ (this “Supplement”), to the Guaranty dated as of [________] (as amended, supplemented
or otherwise modified from time to time, the “Guaranty”), by [__________] (the “Guarantor”
and collectively, the “Guarantors”) in favor of Wilmington Savings Fund Society, FSB, in its capacity as administrative
agent and security trustee on behalf of the Secured Parties (as defined in the Credit Agreement (defined below)) (in such capacities
and together with its successors and permitted assigns, the “DIP Agent”).


 


A.            Reference
is made to the Superpriority Senior Secured Debtor-In-Possession Credit Agreement dated as of September 25, 2020 (the “Credit
Agreement”) among Valaris plc, an English public limited company as the lead borrower (the “Lead Borrower”),
each of the Subsidiaries of the Lead Borrower from time to time party thereto as borrowers (together with the Lead Borrower, the
 “Borrowers” and each a “Borrower”), the lenders party thereto from time to time (the “DIP
Lenders”) and the DIP Agent.


 


B.            Capitalized
terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Guaranty and the Credit
Agreement.


 


C.            The
Guarantors have entered into the Guaranty in order to induce the DIP Agent, DIP Lenders and any other Secured Parties to enter
into the Credit Agreement and make the DIP Loans under the Credit Agreement. Pursuant to Section 5.10 of the Credit Agreement,
certain Subsidiaries of the Lead Borrower are required to enter into the Guaranty as a Guarantor. Section 21 of the
Guaranty provides that such Subsidiaries may become Guarantors under the Guaranty by execution and delivery of an instrument in
the form of this Supplement. The undersigned Subsidiaries (the “New Guarantors” and each, a “New Guarantor”)
are executing this Supplement in accordance with the requirements of the Credit Agreement to become a Guarantor under the Guaranty
in order to induce the DIP Lenders to make additional DIP Loans and as consideration for DIP Loans previously made.


 


Accordingly, the DIP Agent and each New
Guarantor agree as follows:


 


SECTION 1.           In
accordance with Section 21 of the Guaranty, each New Guarantor by its signature below becomes a Guarantor under the
Guaranty with the same force and effect as if originally named therein as a Guarantor and each New Guarantor hereby (a) agrees
to all the terms and provisions of the Guaranty applicable to it as a Guarantor thereunder, including without limitation, the
indemnification obligations and waiver of jury trial set forth therein, and (b) represents and warrants that the representations
and warranties made by it as a Guarantor thereunder are true and correct in all material respects (other than those representations
and warranties that are subject to a materiality qualifier in the text thereof, which shall be true and correct in all respects)
on and as of the date hereof. Each reference to a “Guarantor” in the Guaranty shall be deemed to include each New Guarantor.
The Guaranty is hereby incorporated herein by reference.


 


SECTION 2.           Each
New Guarantor represents and warrants to the DIP Agent and the DIP Lenders that this Supplement has been duly authorized, executed
and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms
(subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally
and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought
in a proceeding in equity or at law)).


 


Annex
I to Guaranty


 






    


     


    

 


SECTION 3.           This
Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall
constitute a single contract. This Supplement shall become effective when the DIP Agent shall have received counterparts of this
Supplement that, when taken together, bear the signatures of each New Guarantor. Delivery of an executed signature page to
this Supplement by fax transmission or by electronic mail in portable document format (.pdf) shall be as effective as delivery
of a manually executed counterpart of this Supplement.


 


SECTION 4.           Except
as expressly supplemented hereby, the Guaranty shall remain in full force and effect.


 


SECTION 5.           This
supplement shall be governed by, and construed in accordance with, the INTERNAL laws of the State of NEW YORK AND, TO THE EXTENT
APPLICABLE, THE BANKRUPTCY CODE, WITHOUT REGARD TO ITs CONFLICTS OF LAWS PROVISIONS that would result in the application of a
different governing law.


 


SECTION 6.           Sections
9.13 (Consent to Jurisdiction) and 9.15 (Waiver of Jury Trial) of the Credit Agreement are hereby incorporated herein by reference,
mutatis mutandis.


 


SECTION 7.           In
case any one or more of the provisions contained in this Supplement should be held invalid, illegal or unenforceable in any respect,
the validity, legality and enforceability of the remaining provisions contained herein and in the Guaranty shall not in any way
be affected or impaired thereby (it being understood that the invalidity of a particular provision hereof in a particular jurisdiction
shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties hereto shall endeavor
in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect
of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.


 


SECTION 8.           All
communications and notices hereunder shall be in writing and given as provided in Section 12 of the Guaranty.


 


SECTION 9.           The
New Guarantor agrees to reimburse the DIP Agent and the DIP Lenders for their reasonable and documented out-of-pocket expenses
in connection with this Supplement, including the fees, disbursements and other charges of counsel for the DIP Agent and the DIP
Lenders.


 


SECTION 10.         THIS
SUPPLEMENT AND THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.


 


THERE
ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.


 


[Signature Page Follows.]


 


Annex
I to Guaranty


 






    


     


    

 


IN WITNESS WHEREOF, each New Guarantor and the DIP Agent have
duly executed this Supplement to the Guaranty as of the day and year first above written.


 


	 	[NEW GUARANTOR]
	 	 
	 	 
	 	By:	       
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:	 
	 	 	 
	 	 
	 	[NEW GUARANTOR]
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Address:	 
	 	 	 
	 	 
	 	WILMINGTON SAVINGS FUND SOCIETY, FSB, as DIP Agent
	 	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 




 


Annex
I to Guaranty