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)
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
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”).
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”).
