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.
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 DEED OF INDEMNITYParagon Offshore Ltd. • July 3rd, 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 Limited, 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;
FORM OF TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 3rd, 2014 • Paragon Offshore Ltd. • Drilling oil & gas wells • New York
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into as of [ ], 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.”
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
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.
