Notice of Termination of Settlement Agreement between Noble Corporation plc and Paragon Offshore plc

Summary

Noble Corporation plc has notified Paragon Offshore plc that it is terminating their Definitive Settlement Agreement dated April 29, 2016. This action follows Paragon's filing of a reorganization plan that does not include the terms of the Settlement Agreement. The termination is effective as of April 21, 2017, but does not affect Noble's rights or Paragon's obligations under separate Separation Agreements between the parties.

EX-10.12 3 ne1012fy2017q1.htm EXHIBIT 10.12 Exhibit

EXHIBIT 10.12

NOBLE CORPORATION PLC

DEVONSHIRE HOUSE ● 1 MAYFAIR PLACE

LONDON ● W1J 8AJ ● ENGLAND ● + 44 20 3300 2300

April 21, 2017

Paragon Offshore plc

c/o Paragon Offshore Services LLC

3151 Briarpark Drive

Houston, Texas 77042

Attention: Todd D. Strickler

Re: Definitive Settlement Agreement

Dear Todd:

Reference is made to the Definitive Settlement Agreement, dated as of April 29, 2016 (the "Settlement Agreement"), by and between Paragon Offshore plc ("Paragon") and Noble Corporation plc ("Noble"). Capitalized terms which are not otherwise defined herein shall have the meanings set forth in the Settlement Agreement.

On April 21, 2017, Paragon filed a plan of reorganization in the Paragon Cases that does not incorporate the terms and conditions of the Settlement Agreement. Accordingly, pursuant to Section 8.1(b) of the Settlement Agreement, Noble hereby terminates the Settlement Agreement. This termination is without prejudice to Noble's rights and Paragon's obligations under the Separation Agreements.

Sincerely,

By: ___/s/ David. W. Williams__________

Name: David W. Williams

Title: Chairmen, President & CEO

cc: Weil, Gotshal & Manges, LLP

767 Fifth Avenue

New York, New York 10153

Attention: Gary T. Holtzer

Noble Corporation plc is a public limited company registered in England and Wales with company number 08354954

and registered office at Devonshire House, 1 Mayfair Place, London, W1J 8AJ England