SENIOR NOTES INDENTURE Dated as of July 18, 2014 Among PARAGON OFFSHORE PLC, THE SUBSIDIARY GUARANTORS LISTED ON THE SIGNATURE PAGES HERETO, DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee and DEUTSCHE BANK LUXEMBOURG S.A., as Paying Agent and...Senior Notes Indenture • July 22nd, 2014 • Paragon Offshore PLC • Drilling oil & gas wells • New York
INDENTURE, dated as of July 18, 2014, among Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (together with any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5, including any Surviving Person following a Redomestication, the “Company”), the Guarantors listed on the signature pages hereto, Deutsche Bank Trust Company Americas, as Trustee, and Deutsche Bank Luxembourg, S.A., as Paying Agent and Transfer Agent.
EMPLOYMENT AGREEMENT by and between [PARAGON OFFSHORE SERVICES LLC] andEmployment Agreement • August 18th, 2014 • Paragon Offshore PLC • Drilling oil & gas wells • Texas
This EMPLOYMENT AGREEMENT (this “Agreement”), by and between Paragon Offshore Services LLC, a Delaware limited liability company (the “Company”), and (the “Executive”);
LITIGATION TRUST AGREEMENTLitigation Trust Agreement • July 18th, 2017 • Paragon Offshore PLC • Drilling oil & gas wells • Delaware
LITIGATION TRUST AGREEMENT, dated as of July 18, 2017 (the “Agreement”), effective as of the Effective Date, among Paragon Offshore Limited, Paragon Offshore plc (in administration), the Administrators (as defined below), and those other Debtor subsidiaries set forth in the signature pages hereto (collectively, the “Paragon Entities”), Drivetrain, LLC, as the Litigation Trust Management, and the Litigation Trust Committee.(1)
FORM OF TRANSITION SERVICES AGREEMENT (BRAZIL)Transition Services Agreement • July 3rd, 2014 • Paragon Offshore Ltd. • Drilling oil & gas wells • New York
This TRANSITION SERVICES AGREEMENT for Brazil (the “Agreement”) is entered into as of [ ], 2014 among Paragon Offshore do Brasil Limitada, a company organized under the laws of Brazil (“Limitada” or the “Service Provider”), Paragon Offshore (Nederland) B.V., a company organized under the laws of the Netherlands (“PONBV”), Paragon Offshore PLC, a public limited company registered in England and Wales (“Paragon”), Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“Noble Cayman”), Noble Dave Beard Limited, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“NDBL”), Bully 2 (Switzerland) GmbH, a company organized under the laws of Switzerland (“Bully 2 (Swiss)”), and Noble Drilling (Nederland) II B.V., a company organized under the laws of the Netherlands (“NDNBV II”). Limitada, PONBV, Paragon, Noble Cayman, NDBL, Bully 2 (Swiss) and NDNBV II are sometimes hereinafter c
FORM OF MASTER SEPARATION AGREEMENT BETWEEN NOBLE CORPORATION AND PARAGON OFFSHORE PLCMaster Separation Agreement • July 3rd, 2014 • Paragon Offshore Ltd. • Drilling oil & gas wells • New York
THIS MASTER SEPARATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2014, between Noble Corporation, a company organized under the laws of the Cayman Islands (“Noble”), and Paragon Offshore plc, a company organized under the laws of England and Wales (“Paragon”). Noble and Paragon are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article I hereof.
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASEConfidential Separation Agreement and General Release • December 1st, 2016 • Paragon Offshore PLC • Drilling oil & gas wells • Texas
THIS CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between Randall Stilley (“Employee”) and Paragon Offshore Services LLC, Paragon Offshore PLC, Paragon International Investment Limited, and their affiliates (collectively the “Company”) as of the date of the Employee’s signature to this Agreement (the “Effective Date”).
FORM OF DEED OF INDEMNITYParagon Offshore PLC • August 5th, 2014 • Drilling oil & gas wells • Texas
THIS DEED OF INDEMNITY (this “Deed”), made and entered into as of this day of , 20 , by and between Paragon Offshore plc, a company registered in England and Wales with company number 08814042 (the “Company”), and (“Indemnitee”), who is currently serving or will serve the Company in the capacity of a director and/or officer thereof;
TRANSITION SERVICES AGREEMENTTransition Services Agreement • August 5th, 2014 • Paragon Offshore PLC • Drilling oil & gas wells • New York
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into as of July 31, 2014 between Noble Corporation, an exempted company limited by shares incorporated and existing under the laws of the Cayman Islands (“Noble”), and Paragon Offshore plc, a public limited company registered in England and Wales (“Paragon”). Noble and Paragon are sometimes hereinafter collectively referred to as the “Parties” and each individually as a “Party.”
PLAN SUPPORT AGREEMENTPlan Support Agreement • February 16th, 2016 • Paragon Offshore PLC • Drilling oil & gas wells • New York
This PLAN SUPPORT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of February 12, 2016, is entered into by and among (i) Paragon Offshore plc (the “Company”), (ii) Paragon International Finance Company, Paragon Offshore Finance Company, Paragon Offshore Leasing (Switzerland) GmbH, Paragon Offshore Contracting GmbH, Paragon Holding NCS 2 S.à r.l., Paragon Offshore (Luxembourg) S.à r.l., Paragon Offshore Leasing (Luxembourg) S.à r.l., Paragon Offshore International Ltd., Paragon Duchess Ltd., Paragon (Middle East) Limited, Paragon Asset Company Ltd., Paragon Asset (ME) Ltd., Paragon Holding SCS 1 Ltd., Paragon Holding SCS 2 Ltd., Paragon FDR Holdings Ltd., Paragon Offshore (North Sea) Ltd., Paragon Asset (UK) Ltd., Paragon Offshore Holdings US Inc., Paragon Drilling Services 7 LLC, Paragon Offshore Drilling LLC, Paragon Leonard Jones LLC, Paragon Offshore do Brasil Ltda., Paragon Offshore (Nederland) B.V., PGN Offshore Drilling (Ma
SENIOR SECURED REVOLVING CREDIT AGREEMENT Dated as of June 17, 2014 among PARAGON OFFSHORE LIMITED, as Parent Borrower, PARAGON INTERNATIONAL FINANCE COMPANY, as Cayman Borrower, THE LENDERS AND ISSUING BANKS PARTIES HERETO, and JPMORGAN CHASE BANK,...Senior Secured Revolving Credit Agreement • July 3rd, 2014 • Paragon Offshore Ltd. • Drilling oil & gas wells
THIS SENIOR SECURED REVOLVING CREDIT AGREEMENT, dated as of June 17, 2014, is among PARAGON OFFSHORE LIMITED, a limited liability company incorporated under the laws of England and Wales (to be known as Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales, upon the Conversion Date, together with its successors and permitted assigns, including any Surviving Person following a Redomestication, the “Parent Borrower”), PARAGON INTERNATIONAL FINANCE COMPANY, a Wholly-Owned Subsidiary of the Parent Borrower incorporated under the laws of the Cayman Islands (together with its successors and permitted assigns, the “Cayman Borrower”), the lenders from time to time parties hereto (each a “Lender” and collectively, the “Lenders” but those terms shall not include the Swingline Lender in its capacity as the Swingline Lender), JPMORGAN CHASE BANK, N.A., as swingline lender (in such capacity, together with its successors and permitted assigns in such capacit
ContractLease Agreement • June 4th, 2015 • Paragon Offshore PLC • Drilling oil & gas wells
DATED JUNE 3, 2015 PROSPECTOR FIVE CORPORATION(AS LESSOR) ANDPROSPECTOR RIG 5 CONTRACTING COMPANY S.À R.L.(AS LESSEE) LEASE AGREEMENTIN RESPECT OFPROSPECTOR 5
SHARE PURCHASE AGREEMENT by and between PARAGON OFFSHORE PLC and [SELLER NAME] November 17, 2014Share Purchase Agreement • November 19th, 2014 • Paragon Offshore PLC • Drilling oil & gas wells • England and Wales
THIS SHARE PURCHASE AGREEMENT (this “Agreement”), dated November 17, 2014, is entered into between [SELLER NAME], [[an individual residing at [ADDRESS / COMPANY NUMBER]]{OR}[a [JURISDICTION OF ORGANIZATION] [TYPE OF ENTITY], [ADDRESS / COMPANY NUMBER]] (the “Seller”), and Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the “Buyer”).
AMENDED AND RESTATED SENIOR SECURED TERM LOAN AGREEMENT Dated as of July 18, 2017 among PARAGON OFFSHORE LIMITED, as Borrower, THE LENDERS PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent and Collateral AgentSenior Secured Term Loan Agreement • July 18th, 2017 • Paragon Offshore PLC • Drilling oil & gas wells
THIS AMENDED AND RESTATED SENIOR SECURED TERM LOAN AGREEMENT, dated as of July 18, 2017, is among PARAGON OFFSHORE LIMITED, an exempted company limited by shares under the laws of the Cayman Islands, incorporated to implement the Paragon Plan (as defined below) (together with its successors and permitted assigns, the “Borrower”), PARAGON INTERNATIONAL FINANCE COMPANY (solely with respect to Section 11.24), a wholly-owned Subsidiary of the Borrower incorporated under the laws of the Cayman Islands (“Paragon International Finance”), PARAGON OFFSHORE FINANCE COMPANY (solely with respect to Section 11.24), a wholly-owned Subsidiary of the Borrower incorporated under the laws of the Cayman Islands (“Paragon Offshore”), the lenders deemed party hereto pursuant to the Paragon Plan (as defined below) and otherwise from time to time parties hereto (each a “Lender” and collectively, the “Lenders”), JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, including an
ContractDated June • June 4th, 2015 • Paragon Offshore PLC • Drilling oil & gas wells
DATED JUNE 3, 2015 PROSPECTOR ONE CORPORATION(AS LESSOR) ANDPROSPECTOR RIG 1 CONTRACTING COMPANY S.À R.L.(AS LESSEE) LEASE AGREEMENTIN RESPECT OFPROSPECTOR 1
AMENDMENT TO PLAN SUPPORT AGREEMENTPlan Support Agreement • August 8th, 2016 • Paragon Offshore PLC • Drilling oil & gas wells
THIS AMENDMENT dated as of August 5, 2016 (this “Amendment”) among (i) Paragon Offshore plc, (ii) Paragon International Finance Company, Paragon Offshore Finance Company, Paragon Offshore Leasing (Switzerland) GmbH, Paragon Offshore Contracting GmbH, Paragon Holding NCS 2 S.à r.l., Paragon Offshore (Luxembourg) S.à r.l., Paragon Offshore Leasing (Luxembourg) S.à r.l., Paragon Offshore International Ltd., Paragon Duchess Ltd., Paragon (Middle East) Limited, Paragon Asset Company Ltd., Paragon Asset (ME) Ltd., Paragon Holding SCS 1 Ltd., Paragon Holding SCS 2 Ltd., Paragon FDR Holdings Ltd., Paragon Offshore (North Sea) Ltd., Paragon Asset (UK) Ltd., Paragon Offshore Holdings US Inc., Paragon Drilling Services 7 LLC, Paragon Offshore Drilling LLC, Paragon Leonard Jones LLC, Paragon Offshore do Brasil Ltda., Paragon Offshore (Nederland) B.V., PGN Offshore Drilling (Malaysia) Sdn. Bhd. and Paragon Offshore (Labuan) Pte. Ltd. and (iii) the undersigned Consenting Creditors. Capitalized terms
TERM SHEET FOR PROPOSED SETTLEMENT AGREEMENT BETWEEN PARAGON OFFSHORE PLC AND NOBLE CORPORATION PLCParagon Offshore PLC • February 12th, 2016 • Drilling oil & gas wells
This term sheet (“Term Sheet”) sets forth the principal terms of a compromise and settlement between Paragon Offshore plc (“Paragon”) and Noble Corporation plc (“Noble,” and, together with Paragon, the “Parties”) with respect to the matters described herein.
DATE]Paragon Offshore PLC • October 30th, 2015 • Drilling oil & gas wells
In recognition of your continuing key role at and services on behalf of Paragon Offshore Services, LLC and its affiliates (collectively, “Paragon”), you shall be entitled to a bonus upon the terms and conditions set forth in this letter (“Agreement”). This Agreement is between you and Paragon’s affiliate, Paragon Offshore Services LLC (the “Company”).
REGISTRATION RIGHTS AGREEMENT by and among Paragon Offshore Limited and the Holders party hereto Dated as of July 18, 2017Registration Rights Agreement • July 18th, 2017 • Paragon Offshore PLC • Drilling oil & gas wells • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of July 18, 2017, by and among Paragon Offshore Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), as successor to Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (“Old Paragon”), the investors signatory hereto and any Permitted Transferee (as defined below) who hereafter becomes a party to this Agreement as contemplated in Section 7(b) hereof (each such party, an “Initial Holder” and together with any Permitted Group (as defined below), a “Holder” and, collectively, the “Holders”).
FORM OF SENIOR SECURED TERM LOAN AGREEMENT Dated as of July [ ], 2014 Among PARAGON OFFSHORE PLC, as Parent, PARAGON OFFSHORE FINANCE COMPANY, as Borrower, THE LENDERS PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN...Term Loan Agreement • July 14th, 2014 • Paragon Offshore Ltd. • Drilling oil & gas wells
THIS SENIOR SECURED TERM LOAN AGREEMENT, dated as of July [ ], 2014, is among PARAGON OFFSHORE PLC, a public limited company incorporated under the laws of England and Wales (together with its successors and permitted assigns, including any Surviving Person following a Redomestication, the “Parent”), in its capacity as the parent of the Borrower (as defined below), PARAGON OFFSHORE FINANCE COMPANY, a Wholly-Owned Subsidiary of the Parent incorporated under the laws of the Cayman Islands (together with its successors and permitted assigns, the “Borrower”), the lenders from time to time parties hereto (each a “Lender” and collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders.
TIME-VESTED RESTRICTED STOCK UNIT AWARDOmnibus Incentive Plan • February 25th, 2015 • Paragon Offshore PLC • Drilling oil & gas wells • Texas
THIS AWARD AGREEMENT (“Agreement”), made as of the __________ day of ___________, 2015 (the “Grant Date”), by Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the Award (as defined in the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (the “Plan”)) of time-vested restricted stock units awarded hereunder to _______________ (“Employee”) and sets forth the restrictions, terms and conditions that apply thereto.
SENIOR SECURED TERM LOAN AGREEMENT Dated as of July 18, 2014 Among PARAGON OFFSHORE PLC, as Parent, PARAGON OFFSHORE FINANCE COMPANY, as Borrower, THE LENDERS PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative Agent, J.P. MORGAN...Senior Secured Term Loan Agreement • July 22nd, 2014 • Paragon Offshore PLC • Drilling oil & gas wells
THIS SENIOR SECURED TERM LOAN AGREEMENT, dated as of July 18, 2014, is among PARAGON OFFSHORE PLC, a public limited company incorporated under the laws of England and Wales (together with its successors and permitted assigns, including any Surviving Person following a Redomestication, the “Parent”), in its capacity as the parent of the Borrower (as defined below), PARAGON OFFSHORE FINANCE COMPANY, a Wholly-Owned Subsidiary of the Parent incorporated under the laws of the Cayman Islands (together with its successors and permitted assigns, the “Borrower”), the lenders from time to time parties hereto (each a “Lender” and collectively, the “Lenders”) and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders.
TAX SHARING AGREEMENT between NOBLE CORPORATION PLC and PARAGON OFFSHORE PLC dated as of July 31, 2014Tax Sharing Agreement • August 5th, 2014 • Paragon Offshore PLC • Drilling oil & gas wells • New York
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of July 31, 2014, between Noble Corporation plc, a public limited company organized under the laws of England and Wales (“Noble”) and Paragon Offshore plc, a public limited company organized under the laws of England and Wales (“Paragon”). Paragon and Noble sometimes are referred to herein individually as a “Party,” and collectively as the “Parties.” Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to the articles and sections of this Agreement.
DEFINITIVE SETTLEMENT AGREEMENT by and between PARAGON OFFSHORE PLC and NOBLE CORPORATION PLC,Definitive Settlement Agreement • May 6th, 2016 • Paragon Offshore PLC • Drilling oil & gas wells • New York
LETTER OF CREDIT AGREEMENT Dated as of July 18, 2017 among PARAGON OFFSHORE LIMITED, THE LENDERS AND ISSUING BANKS PARTIES HERETO, and JPMORGAN CHASE BANK, N.A., as Administrative AgentLetter of Credit Agreement • July 18th, 2017 • Paragon Offshore PLC • Drilling oil & gas wells
THIS LETTER OF CREDIT AGREEMENT, dated as of July 18, 2017, is among PARAGON OFFSHORE LIMITED, an exempted company with limited liability incorporated under the laws of the Cayman Islands, incorporated to implement the Paragon Plan (as defined below) (together with its successors and permitted assigns, the “Company”), the lenders deemed party hereto pursuant to the Paragon Plan (as defined below) and otherwise from time to time parties hereto (each a “Lender” and collectively, the “Lenders”), and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders, and the issuing banks of the Existing Letters of Credit (such Persons in such capacity, and their respective successors and assigns in such capacity, the “Issuing Banks”).
Dated as of July 18, 2017 PARAGON OFFSHORE LIMITED and the beneficial owners of ordinary shares of Paragon Offshore Limited from time to time SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 18th, 2017 • Paragon Offshore PLC • Drilling oil & gas wells • New York
SHAREHOLDERS’ AGREEMENT (the “Agreement”) of Paragon Offshore Limited, an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”).
As of November 9, 2016Paragon Offshore PLC • November 15th, 2016 • Drilling oil & gas wells • Texas
This letter agreement will serve to memorialize the key terms of your employment with Paragon Offshore Services LLC (the “Company”) in the capacity of interim President and Chief Executive Officer of the Company and of Paragon Offshore plc (“Interim CEO”) and supersedes any previous employment agreements you may have had with the Company. As the Interim CEO, you shall have the duties, authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities and responsibilities as may reasonably be assigned to you that are not inconsistent with your position as the Interim CEO. This position will be based in Houston, Texas, provided that you understand you may be required to travel from time to time for business purposes. As the Interim CEO, you will report directly to the Board of Directors of Paragon Offshore plc (the “Board”).
FORM OF TAX SHARING AGREEMENT between NOBLE CORPORATION PLC and PARAGON OFFSHORE PLC dated as ofTax Sharing Agreement • July 3rd, 2014 • Paragon Offshore Ltd. • Drilling oil & gas wells • New York
This TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [ ], 2014, between Noble Corporation PLC, a public limited company organized under the laws of England and Wales (“Noble”) and Paragon Offshore PLC, a public limited company organized under the laws of England and Wales (“Paragon”). Paragon and Noble sometimes are referred to herein individually as a “Party,” and collectively as the “Parties.” Unless otherwise indicated, all “Article” and “Section” references in this Agreement are to the articles and sections of this Agreement.
PARAGON OFFSHORE PLC PERFORMANCE-VESTED RESTRICTED STOCK UNIT AWARDOmnibus Incentive Plan • February 25th, 2015 • Paragon Offshore PLC • Drilling oil & gas wells • Texas
THIS AWARD AGREEMENT (“Agreement”), made as of the ___day of _____________, 2015 (the “Grant Date”) by Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the “Company”) evidences the Award (as defined in the Paragon Offshore plc 2014 Employee Omnibus Incentive Plan (the “Plan”)) of performance-vested restricted stock units awarded hereunder to _______________ (“Employee”) and sets forth the restrictions, terms and conditions that apply thereto.
FORM OF SENIOR NOTES INDENTURE Dated as of [●], 2016 Between PARAGON OFFSHORE PLC and U.S. BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent and Transfer Agent SENIOR NOTES DUE 2021Senior Notes Indenture • August 18th, 2016 • Paragon Offshore PLC • Drilling oil & gas wells • New York
INDENTURE, dated as of [●], 2016, between Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (together with any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5, the “Company”) and U.S. Bank National Association, as Trustee, Paying Agent and Transfer Agent.
