DEFINITIVE SETTLEMENT AGREEMENT by and between PARAGON OFFSHORE PLC and NOBLE CORPORATION PLC, Dated as of April 29, 2016

                                    

                

Section 1.1.Definitions Generally.    2

Section 1.2.Interpretation Generally.    2

Section 2.1.Release of Claims.    3

Section 2.2.Deliverables.    4

Section 2.3.Separation Agreements.    4

Section 2.4.Effective Date.    4

Section 2.5.No Admission.    5

Section 3.1.Organization and Qualification.    5

Section 3.2.Corporate Authorization.    5

Section 3.3.Binding Effect.    5

Section 3.4.Regulatory Approvals and Non-Governmental Consents.    5

Section 3.5.Non-Contravention.    6

Section 3.6.Litigation and Claims.    6

Section 3.7.Financial Projections and Forecasts.    7

Section 3.8.Tax Liabilities.    7

Section 3.9.Released Claims.    7

Section 3.10.Limitations on Representations and Warranties    7

Section 4.1.Organization and Qualification    7

Section 4.2.Corporate Authorization.    8

Section 4.3.Binding Effect.    8

Section 4.4.Regulatory Approvals and Non-Governmental Consents.    8

Section 4.5.Non-Contravention.    8

Section 4.6.Litigation and Claims.    9

Section 4.7.Limitations on Representations and Warranties.    9

Section 5.1.Released Claims.    9

Section 5.2.Efforts to Consummate; Certain Governmental Matters.    10

Section 6.1.Conditions to Obligations of Noble.    11

Section 6.2.Conditions to Effectiveness of Release.    11

Section 7.1.Survival.    12

Section 7.2.Indemnification Obligations and Procedure.    13

Section 8.1.Termination.    16

Section 8.2.Effect of Termination.    17

Section 9.1.Notices.    17

Section 9.2.Amendment; Waiver.    18

Section 9.3.No Assignment or Benefit to Third Parties.    18

Section 9.4.Entire Agreement.    19

Section 9.5.Expenses.    19

Section 9.6.Governing Law; Submission to Jurisdiction; Selection of Forum.    19

Section 9.7.WAIVER OF JURY TRIAL.    20

Section 9.8.Counterparts.    20

Section 9.9.Headings.    20

Section 9.10.Severability.    20

THIS DEFINITIVE SETTLEMENT AGREEMENT, dated as of April 29, 2016 (as it may be amended or supplemented from time to time in accordance with the terms hereof, this “Agreement”), is by and between PARAGON OFFSHORE PLC, a public limited company organized under the laws of England and Wales (“Paragon”), and NOBLE CORPORATION PLC, a public limited company organized under the laws of England and Wales (“Noble”). Paragon and Noble are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, on or about July 14, 2014, Noble and certain of its subsidiaries transferred to Paragon and certain of its subsidiaries the assets and liabilities constituting most of Noble’s standard specification drilling units and related assets, liabilities and business (the “Separation”), and on or about August 1, 2014, Noble made a pro rata distribution to its shareholders of all of the issued and outstanding ordinary shares of Paragon to holders of Noble ordinary shares (the “Distribution” and collectively with the Separation, the “Spin-Off”);

WHEREAS, in connection with the Spin-Off, Paragon and Noble (and certain of their respective subsidiaries) entered into agreements to effectuate the Separation and to address certain related matters, including the Master Separation Agreement, the Tax Sharing Agreement, the Employee Matters Agreement, the Transition Services Agreement and the Transition Services Agreement (Brazil) (collectively, the “Separation Agreements”);

WHEREAS, pursuant to that certain Plan Support Agreement (the “PSA”) among Paragon, certain other Paragon Entities and certain of their creditors (collectively, the “Restructuring Parties”), dated as of February 12, 2016, the Restructuring Parties have agreed to undertake a financial restructuring of Paragon (the “Restructuring”) which is anticipated to be effected through the plan of reorganization substantially in the form attached as Exhibit A to the PSA (including any schedules and exhibits attached thereto, the “Paragon Plan”) in the cases filed on February 14, 2016 (the “Filing Date”), by certain Paragon Entities (the “Paragon Cases”) under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101—1532 (the “Bankruptcy Code”), in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”);

WHEREAS, Paragon has asserted that it may have claims against Noble arising under, relating to, or in connection with the Spin-Off, including, but not limited to, certain fraudulent transfer claims arising under section 548 of the Bankruptcy Code;

WHEREAS, on February 12, 2016, Paragon and Noble entered into that certain term sheet for the proposed settlement of such claims (the “Term Sheet”) and that certain side letter to the Tax Sharing Agreement (the “TSA Side Letter”); and

WHEREAS, as set forth in more detail herein, Paragon and its Affiliates and Subsidiaries (collectively, the “Paragon Entities”) desire to provide the releases in favor of the Noble Releasees (as defined herein) as set forth herein in exchange for certain obligations on the part of Noble with respect to the Applicable Paragon Tax Liability.

NOW, THEREFORE, in consideration of the premises and the mutual representations, warranties, covenants and undertakings contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows:

Section 1.1.    Definitions Generally. Defined terms in this Agreement and in the Schedules and Appendices to this Agreement, which may be identified by the capitalization of the first letter of each principal word thereof, have the meanings assigned to them in Appendix A. Other terms may be defined elsewhere in the text of this Agreement and, unless otherwise indicated, shall have such meaning throughout this Agreement and the Schedules and Appendices hereto. Capitalized terms which are not otherwise defined herein shall have the meanings ascribed to them in the Tax Sharing Agreement.

Section 1.2.    Interpretation Generally. Unless the express context otherwise requires:

(a)    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;

(b)    the terms defined in the singular have a comparable meaning when used in the plural, and vice versa;

(c)    references herein to a specific Article, Section, Subsection, Appendix or Schedule shall refer, respectively, to Articles, Sections, Subsections, Appendices or Schedules of this Agreement;

(d)    wherever the word “include,” “includes,” or “including” is used in this Agreement, it shall be deemed to be followed by the words “without limitation;”

(e)    references herein to any gender includes the other gender;

(f)    the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like;

(g)    each reference to “days” shall be to calendar days, unless otherwise specified;

(h)    each reference to a Law, statute, regulation or other government rule is to it as amended from time to time and, as applicable, is to corresponding provisions of successor Laws, statutes, regulations or other government rules; and

(i)    accounting terms which are not otherwise defined in this Agreement, or any Appendix or Schedule hereto, shall have the meanings given to them under GAAP.

Section 2.1.    Release of Claims. Subject to Section 2.4, effective upon the Paragon Plan Closing:

(j)    On behalf of itself and each of its Affiliates, Paragon forever releases, acquits and discharges (the “Release”) Noble and each of its Affiliates, together with their respective current and former principals, officers, directors, managers, general partners, employees, agents, parent companies, subsidiaries, affiliates, attorneys, accountants, predecessors, successors, assigns, heirs, administrators, executors, supervisors, and representatives of any kind (collectively, the “Noble Releasees”), jointly and severally, from and against any and all claims, disputes, liabilities, suits, demands, liens, actions, proceedings and causes of action of every kind and nature, and from all damages, injuries, losses, debts, contributions, indemnities, compensation, obligations, costs, attorneys’ fees and expenses of whatever kind and character, whether past or present, direct or derivative, known or unknown, fixed or contingent, whether in law, in equity or otherwise, whether liquidated or unliquidated, whether matured or unmatured, whether asserted or unasserted, whether accrued or unaccrued, which Paragon or any of its Affiliates has or might claim to have against any one or more of the Noble Releasees, as of the Effective Date, in any way arising out of, relating to, or in connection with any matter relating to the Spin-Off (the “Released Claims”); provided, however, that the Released Claims shall not include any obligations of Noble under any Separation Agreement. Without limiting the foregoing, the Release shall include any Noble Releasee that acted as a director of Paragon in such Noble Releasee’s capacity as a director of Paragon. The Released Claims include, without limitation, any fraudulent transfer or similar claims arising under section 548 of the Bankruptcy Code or any similar state or foreign statute. At any time on or after the Effective Date, at the request of Noble, Paragon shall cause each of its Affiliates to duly execute and deliver to Noble a release in the form of Exhibit A hereto.

(k)    Paragon further covenants not to, and to cause each of its Affiliates not to, sue the Noble Releasees for or by reason of any Released Claim.

(l)    The Release extends to claims that neither Paragon nor any of its Affiliates knows or suspects to exist at the time of the release, which if known, might have affected the decision to enter into this Agreement. With respect to the Release, Paragon and each of its Affiliates shall be deemed to waive any and all provisions, rights and benefits conferred by any Law, including any Law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims.

(m)    Paragon acknowledges, on behalf of itself and each of its Affiliates, that it may discover facts in addition to or different from those that it or its Affiliates now knows or believes to be true with respect to the subject matter of the Release hereunder, and it is Paragon’s intention, as set forth above, to fully, finally, and forever settle and release any and all claims and matters within the scope of the Release, whether known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.

Section 2.2.    Deliverables. Subject to the satisfaction or waiver of the conditions set forth in Article VI, at the Paragon Plan Closing, each Party shall deliver or cause to be delivered to the other Party (i) a duly executed copy of the Amendment to Tax Sharing Agreement in substantially the form attached hereto as Exhibit B and (ii) its respective certificate set forth in Sections 6.1(c) or 6.2(c), as the case may be. The “Paragon Plan Closing” shall mean the substantial consummation of the Paragon Plan; provided, that for purposes of this Agreement in no event shall the Paragon Plan Closing occur prior to the second Business Day after the satisfaction or waiver of the conditions set forth in Article VI (other than those conditions that by their nature are to be satisfied by action taken at the Paragon Plan Closing, but subject to the satisfaction or waiver of such conditions). Paragon shall give Noble at least two Business Days’ notice of the time, date and location of the Paragon Plan Closing.

Section 2.3.    Separation Agreements. Upon approval of this Agreement by the Bankruptcy Court, the Separation Agreements shall be deemed assumed under section 365 of the Bankruptcy Code. For the avoidance of doubt, during the term of and after the Paragon Cases, each Separation Agreement will remain in full force and effect, without modification or release of any right or obligation of any party thereto thereunder, and each Party shall continue to perform its obligations thereunder, provided that subject to the satisfaction or waiver of the conditions set forth in Section 6.1, at the Paragon Plan Closing the Tax Sharing Agreement will be modified as contemplated hereby.

Section 2.4.    Effective Date. Subject to the satisfaction or waiver of the conditions set forth in Section 6.2, the Release will become effective, and shall be deemed to be in full force and effect, upon the Paragon Plan Closing (the date on which such closing occurs, the “Effective Date”).

Section 2.5.    No Admission. The purpose of this Agreement is to settle and resolve the Released Claims, and this settlement is not intended to, and does not constitute, nor shall it be deemed to constitute, an admission by any Party hereto of any liability, culpability, or fault; and any and all such admission of liability, culpability, and/or fault is hereby expressly denied.

Paragon hereby represents and warrants to Noble as follows:

Section 3.1.    Organization and Qualification. Paragon is duly organized, and is validly existing, under the laws of its jurisdiction of organization, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted (subject, in each case to obtaining Bankruptcy Court Approval for any activity outside of the ordinary course of business), and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the conduct of its business requires such qualification or license, except for failures to be so qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Paragon’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.2.    Corporate Authorization. Subject to obtaining the Bankruptcy Court Approval, Paragon has full corporate power and authority to execute and deliver this Agreement and the Amendment to Tax Sharing Agreement, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Paragon of this Agreement and the Amendment to Tax Sharing Agreement has been duly and validly authorized by Paragon and no additional corporate authorization or consent by Paragon is required in connection therewith. Without limiting the generality of the foregoing, Paragon has full authority to grant the Release on behalf of each of its Affiliates, and no additional corporate or other organizational authorization or consent by any such Affiliate is required in connection therewith.

Section 3.3.    Binding Effect. Subject to obtaining the Bankruptcy Court Approval, this Agreement constitutes, and the Amendment to Tax Sharing Agreement, when executed and delivered by the Parties will constitute, a valid and legally binding obligation of Paragon, enforceable against Paragon, in accordance with its terms.

Section 3.4.    Regulatory Approvals and Non-Governmental Consents.

(a)    No Governmental Authorization, notice or filing is required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

(b)    No notice, consent, approval, waiver or authorization is required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon or any of its Affiliates with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Paragon of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.5.    Non-Contravention. The execution, delivery and performance by Paragon of this Agreement and the Amendment to Tax Sharing Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of the Organizational Documents of Paragon or any of its Affiliates; (b) conflict with, or result in the breach of, or constitute a default under, or result in the termination of, or the right of termination, cancellation, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Paragon or any of its Affiliates under, or result in a loss of any benefit to which Paragon or any of its Affiliates is entitled under, any Contract to which Paragon or any of its Affiliates is bound; or (c) violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which Paragon or any of its Affiliates is subject, other than, in the case of clause (b), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or Liens that would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.6.    Litigation and Claims. Except for the Paragon Cases, (i) there is no Litigation pending or, to Paragon’s Knowledge, threatened against Paragon or any of its Affiliates that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby and (ii) neither Paragon nor any of its Affiliates is subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity of competent jurisdiction or any arbitrator or arbitrators that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 3.7.    Financial Projections and Forecasts. The financial projections and forecasts previously provided by Paragon to Noble are consistent in all material respects with the financial projections and forecasts provided prior to the Filing Date by Paragon to the Restructuring Parties that are not Paragon Entities in connection with negotiation of the PSA.

Section 3.8.    Tax Liabilities. To the Knowledge of Paragon, Schedule I hereto sets forth a true, complete and correct list of (a) the tax audit claims of Applicable Paragon Tax Liabilities asserted by the Mexican Governmental Authorities on or prior to the date of the Term Sheet attributable to the Paragon Entities, and (b) each bond for any Applicable Paragon Tax Liability posted by or on behalf of Paragon on or prior to the date of the Term Sheet attributable to the Paragon Entities.

Section 3.9.    Released Claims. Neither Paragon nor any of its Affiliates has transferred or assigned any Released Claim or any interest therein and no other Person other than Paragon and its Affiliates has any rights to assert or prosecute any Released Claim.

Section 3.10.    Limitations on Representations and Warranties. Except as expressly set forth in this Article III, Paragon does not make any representation or warranty, express or implied, at Law or in equity, with respect to itself or any Paragon Entity, or any of their respective assets, liabilities, businesses or operations, and any such other representations or warranties are hereby expressly disclaimed.

Noble hereby represents and warrants to Paragon as follows:

Section 4.1.    Organization and Qualification Noble is duly organized, and is validly existing, under the laws of its jurisdiction of organization, has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted, and is duly qualified or licensed to do business and is in good standing in each jurisdiction where the conduct of its business requires such qualification or license, except for failures to be so qualified or in good standing that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.2.    Corporate Authorization. Noble has full corporate power and authority to execute and deliver this Agreement and the Amendment to Tax Sharing Agreement, and to perform its obligations hereunder and thereunder. The execution, delivery and performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement has been duly and validly authorized by Noble and no additional corporate authorization or consent by Noble is required in connection therewith.

Section 4.3.    Binding Effect. Each of this Agreement and the Amendment to Tax Sharing Agreement, when executed and delivered by the parties thereto, constitutes a valid and legally binding obligation of Noble, enforceable against Noble in accordance with its terms.

Section 4.4.    Regulatory Approvals and Non-Governmental Consents.

(a)    No Governmental Authorization, notice or filing is required to be obtained by Noble from, or to be given by Noble to, or made by Noble with, any Governmental Entity or securities exchange, as a result of execution and delivery of, or performance of any obligations under, (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, except (x) that the effectiveness of the Release and the obligation to execute the Amendment to Tax Sharing Agreement are conditioned upon receipt of the Bankruptcy Court Approval and (y) for such Governmental Authorization or filings that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

(b)    No notice, consent, approval, waiver or authorization is required to be obtained by Noble from, or to be given by Noble to, or made by Noble with, any Person other than a Governmental Entity or securities exchange, as a result of the execution, delivery or performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement, except for such notices, consents, approvals, waivers or authorizations that if failed to be obtained, given or made would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.5.    Non-Contravention. The execution, delivery and performance by Noble of this Agreement and the Amendment to Tax Sharing Agreement, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) violate any provision of the Organizational Documents of Noble; (b) conflict with, or result in the breach of, or constitute a default under, or result in the termination of, or the right of termination, cancellation, modification or acceleration (whether after the giving of notice or the lapse of time or both) of any right or obligation of Noble under, or result in a loss of any benefit to which Noble is entitled under, any Contract to which Noble is subject; or (c) violate or result in a breach of or constitute a default under any Law or Governmental Authorization to which Noble is subject, other than, in the case of clause (b), conflicts, breaches, terminations, defaults, cancellations, accelerations, losses, violations or Liens that would not, individually or in the aggregate, reasonably be expected to materially adversely affect Noble’s ability to execute, deliver or perform its

obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.6.    Litigation and Claims. Except for the Paragon Cases, (i) there is no Litigation pending or, to Noble’s Knowledge, threatened against Noble that, individually or in the aggregate, would materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby and (ii) Noble is not subject to any order, writ, judgment, award, injunction or decree of any Governmental Entity of competent jurisdiction or any arbitrator or arbitrators that, individually or in the aggregate, would materially adversely affect Noble’s ability to execute, deliver or perform its obligations under this Agreement or the Amendment to Tax Sharing Agreement, or to timely consummate the transactions contemplated hereby or thereby.

Section 4.7.    Limitations on Representations and Warranties. Except as expressly set forth in this Article IV, Noble does not make any representation or warranty, express or implied, at Law or in equity, with respect to itself or any of its Affiliates, or any of their respective assets, liabilities, businesses or operations, and any such other representations or warranties are hereby expressly disclaimed. The purpose of this Agreement is to settle and resolve the claims that Paragon and its Affiliates may assert against Noble arising under, relating to, or in connection with the Spin-Off, including, but not limited to, certain fraudulent transfer claims arising under section 548 of the Bankruptcy Code, and neither this Agreement nor the Amendment to Tax Sharing Agreement is intended to, and does not constitute, nor shall it be deemed to constitute, an admission by Noble or any of the other Noble Releasees of any liability, culpability, or fault; and any and all such admission of liability, culpability, and/or fault is hereby expressly denied.

Section 5.1.    Released Claims. Prior to the termination of this Agreement pursuant to Article VIII:

(a)    Neither Paragon nor any of its Affiliates shall transfer or assign any Released Claim or any interest therein; and

(b)    Paragon shall not, and shall cause each of its Affiliates not to, sue, or permit or authorize any Person to sue, the Noble Releasees for or by reason of any Released Claim, or cooperate with any Person in connection with any such suit.

Section 5.2.    Efforts to Consummate; Certain Governmental Matters.

(c)    Paragon shall, and shall cause each of the Paragon Entities to, use its respective reasonable best efforts to obtain and to cooperate in obtaining or

making any Governmental Authorization, notice or filing required to be obtained by Paragon or any of its Affiliates from, or to be given by Paragon or any of its Affiliates to, or made by Paragon with, any Governmental Entity or securities exchange or any other Person, as a result of execution and delivery of, or performance of any obligations under (i) this Agreement or (ii) the Amendment to Tax Sharing Agreement, including obtaining the Bankruptcy Court Approval and consummating the Paragon Plan, and no Party shall take any action that would be reasonably likely to prevent or materially delay the receipt of any of the foregoing.

(d)    Subject to the terms and conditions set forth in this Agreement, each Party shall use, and shall cause each of its Subsidiaries to use, its respective commercially reasonable efforts to take or cause to be taken all actions, and do or cause to be done all things, necessary, or reasonably advisable on its part under this Agreement and the Amendment to Tax Sharing Agreement and applicable Law to satisfy the conditions set forth in Article VI, and to consummate and make effective the transactions contemplated by this Agreement and the Amendment to Tax Sharing Agreement as soon as practicable.

(e)    Subject to applicable Law or as prohibited by any Governmental Entity, Paragon and Noble each shall keep the other apprised of the status of matters relating to consummation of the transactions contemplated hereby, including (i) promptly notifying the other of the status of, and any facts, circumstances or other reason that would prevent the receipt of, the Bankruptcy Court Approval or consummation of the Paragon Plan for the timely consummation of transactions contemplated by this Agreement and the Amendment to Tax Sharing Agreement, and (ii) promptly furnishing the other with copies of material notices or other documents received by Paragon or Noble, as the case may be, from any third party and/or any Governmental Entity with respect to the transactions contemplated by this Agreement and Amendment to Tax Sharing Agreement. No Party shall permit any of its officers or any other representatives or agents to participate in any meeting with any Governmental Entity with respect to any filings, investigation or other inquiry relating to the transactions contemplated hereby unless it consults with the other Party in advance and, to the extent permitted by such Governmental Entity, gives the other Parties the opportunity to attend and participate thereat.

Section 6.1.    Conditions to Obligations of Noble. The obligations of Noble to enter into the Amendment to Tax Sharing Agreement are subject to the satisfaction or waiver, at or prior to the Paragon Plan Closing, of each of the following conditions:

(f)    Representations and Warranties. Each of the representations and warranties of Paragon contained in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(g)    Performance of Obligations of Paragon. Paragon shall have performed or complied with, or caused to be performed or complied with, in all material respects all obligations that are required to be performed or complied with by it at or prior to the Paragon Plan Closing.

(h)    Officer’s Certificate. Noble shall have received from Paragon a certificate of an authorized senior officer of Paragon certifying that the conditions set forth in this Section 6.1 have been satisfied.

(i)    Bankruptcy Court Approval. The Bankruptcy Court shall have entered an order approving this Agreement (including, without limitation, the Confirmation Order), which order shall not be subject to a stay of execution.

(j)    Release. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction, regulation or other order (whether temporary, preliminary or permanent) that prohibits or makes illegal or affects the validity or scope of the Release.

Section 6.2.    Conditions to Effectiveness of Release. The effectiveness of the Release is subject to the satisfaction or waiver, at or prior to the Effective Date, of each of the following conditions:

(c)    Representations and Warranties. Each of the representations and warranties of Noble contained in this Agreement shall be true and correct in all respects at and as of the date of this Agreement and at and as of the Effective Date as though then made (except to the extent such representations and warranties expressly relate to an earlier date, and in such case, shall be true and correct on and as of such earlier date).

(d)    Performance of Obligations of Noble. Noble shall have performed or complied with, or caused to be performed or complied with, in all material respects all obligations that are required to be performed or complied with by it

under this Agreement at or prior to the Paragon Plan Closing. Without limiting the generality of the foregoing, at or prior to the Paragon Plan Closing Noble shall have tendered to Paragon a copy of the Amendment to Tax Sharing Agreement duly executed by Noble.

(e)    Officer’s Certificate. Paragon shall have received from Noble a certificate of an authorized senior officer of Noble certifying that the conditions set forth in Sections 6.2(a), 6.2(b) and 6.2(e) have been satisfied.

(f)    Bankruptcy Court Approval. The Bankruptcy Court shall have entered an order approving this Agreement (including, without limitation, the Confirmation Order), which order shall not be subject to a stay of execution.

(g)    Amendment to Tax Sharing Agreement. No Governmental Entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any statute, rule, regulation, judgment, decree, injunction, regulation or other order (whether temporary, preliminary or permanent) that prohibits or makes illegal or the Amendment to Tax Sharing Agreement.

(h)    Conditions to Effectiveness of Paragon Plan. All conditions precedent to the “Effective Date” (as defined in the Paragon Plan) shall have been satisfied or waived in accordance with the terms of the Paragon Plan.

Section 7.1.    Survival. The representations and warranties contained in this Agreement, in the Amendment to Tax Sharing Agreement or in any certificates or other documents delivered prior to or as of the Paragon Plan Closing shall survive the Paragon Plan Closing and will continue in full force and effect for a period of three years after the Effective Date; provided, that the representations and warranties contained in Sections 3.1, 3.2, 3.3, 3.4(a), Section 3.9, 4.1, 4.2, 4.3 and 4.4(a) shall survive the Paragon Plan Closing and shall continue in full force and effect indefinitely. If a claim shall be made by a Party hereto against another Party hereto prior to the expiration of the applicable survival period, then such survival period shall be extended as it relates to such claim until such claim has been satisfied or otherwise resolved as provided in this Article VII. The covenants and agreements of Noble and Paragon that are required to be performed by either such Person after the Paragon Plan Closing shall survive the Paragon Plan Closing in accordance with their respective terms.

Section 7.2.    Indemnification Obligations and Procedure.

(a)    Subject to, and except as otherwise provided in, the provisions of this Article VII, from and after the Effective Date, Paragon shall indemnify and hold

harmless Noble and its Affiliates and their respective Representatives (collectively, the “Noble Indemnified Parties”) from and against all Losses that the Noble Indemnified Parties incur arising from or out of or related to:

(i)    any inaccuracy or breach of any representation or warranty of Paragon in this Agreement or in any certificate delivered pursuant to this Agreement;

(ii)    any inaccuracy or breach of any representation or warranty of Paragon in this Agreement as of the Effective Date, each of which representations and warranties will be deemed for purposes of this Section 7.2(a)(ii) to have been made by Paragon as of the Effective Date, except that those representations and warranties that are made as of a specific date need only be true as of such date; and

(iii)    any breach of, or failure to perform or comply with, any covenant or agreement of Paragon contained in this Agreement.

(b)    Subject to, and except as otherwise provided in, the provisions of this Article VII, from and after the Effective Date, Noble shall indemnify and hold harmless Paragon and its Affiliates and their respective Representatives (collectively, the “Paragon Indemnified Parties”) from and against all Losses that the Paragon Indemnified Parties incur arising from or out of or related to:

(i)    any inaccuracy or breach of any representation or warranty of Noble in this Agreement or in any certificate delivered pursuant to this Agreement;

(ii)    any inaccuracy or breach of any representation or warranty of Noble in this Agreement as of the Effective Date, each of which representations and warranties will be deemed for purposes of this Section 7.3(b)(ii) to have been made by Noble as of the Effective Date, except that those representations and warranties that are made as of a specific date need only be true as of such date; and

(iii)    any breach of, or failure to perform or comply with, any covenant or agreement of Noble contained in this Agreement.

(c)    Notwithstanding anything in this Agreement to the contrary, for purposes of this Section 7.2, (x) a breach of a representation or warranty shall be deemed to exist either if such representation or warranty is actually inaccurate or breached or would have been inaccurate or breached if such representation or warranty had not contained any limitation or qualification as to materiality, material adverse effect (which instead will be read as any adverse effect or change) or similar language, and (y) the amount of Losses in respect of any breach of a representation or warranty, including any deemed breach resulting from the application of clause (x), shall be determined without regard to any limitation or qualification as to

materiality, material adverse effect (which instead will be read as any adverse effect or change) or similar language set forth in such representation or warranty.

(d)    The party or parties making a claim for indemnification under Sections 7.2(a) or 7.2(b) shall be, for the purposes of this Agreement, referred to as the “Indemnified Party” and the party or parties against whom such claims are asserted under this Section 7.2 shall be, for the purposes of this Agreement, referred to as the “Indemnifying Party”. All claims by any Indemnified Party under this Article VII shall be asserted and resolved as follows:

(i)    In the event that (i) any claim, demand or proceeding is asserted or instituted by any Person other than the Parties to this Agreement or their Affiliates which could give rise to Losses for which an Indemnifying Party could be liable to an Indemnified Party under this Agreement (such claim, demand or proceeding, a “Third Party Claim”) or (ii) any Indemnified Party under this Agreement shall have a claim to be indemnified by any Indemnifying Party under this Agreement which does not involve a Third Party Claim (such claim, a “Direct Claim”), the Indemnified Party shall promptly send to the Indemnifying Party a written notice describing in reasonable detail (based on the information then reasonably available to the Indemnified Party) the nature of such claim, demand or proceeding and the amount or estimated amount thereof if known (which amount or estimated amount shall not be conclusive of the final amount, if any, of such claim, demand or proceeding) and the basis of the Indemnified Party’s request for indemnification hereunder (a “Claim Notice”). In addition, the Indemnified Party shall deliver to the Indemnifying Party copies of all material written evidence of any claim which is in the Indemnified Party’s possession (including, with respect to claims related to environmental matters, sampling and testing results). Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to a Third Party Claim. Notwithstanding anything herein to the contrary, the failure of the Indemnified Party to give notice or provide documents as provided herein shall not relieve the Indemnifying Party of its respective indemnification obligations under this Agreement except to the extent that the Indemnifying Party is materially prejudiced as a result of such failure to give notice or provide documents.

(ii)    In the event of a Third Party Claim, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that (A) counsel for the Indemnifying Party who shall conduct the defense or settlement of such Third Party Claim shall be reasonably satisfactory to the Indemnified Party, (B) the Indemnifying Party proceeds in good faith, expeditiously and diligently, and (C) the Indemnifying Party provides the Indemnified Party a written undertaking reasonably acceptable as to form to the Indemnified Party to post any necessary bond or other

security required in order to stay any judgment pending an appeal in the event the Indemnifying Party shall elect to prosecute such appeal. Should the Indemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, except as provided below. If the Indemnifying Party assumes such defense as provided herein, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that, except as otherwise provided herein, the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the Third Party Claim as provided above). Notwithstanding an Indemnifying Party’s election to appoint counsel to represent an Indemnified Party in connection with a Third Party Claim, an Indemnified Party shall have the right to employ separate counsel, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel if the use of counsel chosen by the Indemnifying Party to represent the Indemnified Party would present such counsel with a conflict of interest. If the Indemnifying Party shall (y) fail to notify in writing the Indemnified Party of its intent to exercise its rights to defend any Third Party Claim within 10 Business Days after receipt of any Claim Notice with respect thereto or (z) after commencing or undertaking any such defense or settlement, fail to diligently prosecute, or withdraw from, such defense or settlement, the Indemnified Party shall have the right to undertake the defense or settlement thereof, at the Indemnifying Party’s expense. If the Indemnified Party assumes the defense of such Third Party Claim pursuant to the preceding sentence and proposes to settle such Third Party Claim prior to a final judgment thereon or to forego appeal with respect thereto, then the Indemnified Party shall give the Indemnifying Party prompt written notice thereof but, in the case of clause (z) of the preceding sentence, shall not settle such Third Party Claim or forego appeal with respect thereto without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, that if the Indemnifying Party fails to respond to such notice within thirty (30) days, the Indemnified Party may take any such action at the Indemnifying Party’s expense. Except as contemplated by the prior sentence, in the event any Indemnified Party settles or compromises or consents to the entry of any judgment with respect to any Third Party Claim without the prior written consent of the Indemnifying Party, each Indemnified Party shall be deemed to have waived all rights against the Indemnifying Party for indemnification under this Section 7.2 with respect to such Third Party Claim. If requested by the Indemnifying Party, the Indemnified Party agrees to reasonably cooperate with the Indemnifying Party and its counsel in contesting any claim, demand or proceeding which the Indemnifying Party defends, or, if appropriate and related to the claim, demand or proceeding in question, in making any counterclaim against the Person

asserting the Third Party Claim, or any cross-complaint against any Person. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of a Third Party Claim that the Indemnifying Party may recommend and that by its terms (1) does not provide for injunctive or other non-monetary relief effecting the Indemnified Party, (2) includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party of a full and unconditional release from all liability with respect to such Third Party Claim and (3) obligates the Indemnifying Party to pay the full amount of the liability (including all costs and expenses) in connection with such Third Party Claim.

(iii)    In the event of a Direct Claim the Indemnifying Party shall notify the Indemnified Party within 90 Business Days of receipt of a Claim Notice whether or not the Indemnifying Party disputes such claim. If the Indemnifying Party disputes its liability with respect to such claim, the Indemnifying Party and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, either Party may pursue a remedy at law or in equity.

(iv)    From and after the delivery of a Claim Notice under this Agreement, at the reasonable request of the Indemnifying Party, each Indemnified Party shall grant the Indemnifying Party and its representatives all reasonable access to the books, records and properties of such Indemnified Party to the extent reasonably related to the matters to which the Claim Notice relates, and shall make employees available on a reasonable and mutually convenient basis to provide additional information and explanation of any material provided hereunder. All such access shall be granted during normal business hours and shall be granted under conditions, which will not interfere with the business and operations of such Indemnified Party. The Indemnifying Party will not, and shall require that its representatives do not, use (except in connection with such Claim Notice or defense of a Third Party Claim or a Direct Claim) or disclose to any third person other than the Indemnifying Party’s representatives (except as may be required by applicable Law) any information obtained pursuant to this Section 7.2(d)(iv).

Section 8.1.    Termination. This Agreement may be terminated at any time prior to the Effective Date:

(e)    by written agreement of Paragon and Noble;

(f)    by Noble if Paragon files any plan of reorganization in the Paragon Cases that does not incorporate the terms and conditions of this Agreement;

(g)    by Noble if Paragon files any motion in the Bankruptcy Court seeking to terminate its obligations under this Agreement; or

(h)    by Noble pursuant to Section 9.10.

Section 8.2.    Effect of Termination. In the event of the termination of this Agreement in accordance with Section 8.1, this Agreement, insofar as it relates to the Parties’ rights and obligations relating thereto, shall thereafter become void and have no effect, and, except for the obligations of the Parties contained in this Section 8.2, and Article IX (and any related definitional provisions set forth in Article I or Appendix A), no Party shall have any liability to the other Party or their respective Affiliates, or their respective directors, officers, shareholders, partners, members, attorneys, accountants, agents, representatives or employees or their heirs, successors and permitted assigns, other than the liability of a Party for breach of this Agreement.

Section 9.1.    Notices. All notices, claims, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to be duly given (a) when personally delivered, (b) if mailed registered or certified mail, postage prepaid, return receipt requested, on the date the return receipt is executed or the letter is refused by the addressee or its agent, (c) if sent by overnight courier which delivers only upon the signed receipt of the addressee, on the date the receipt acknowledgment is executed or refused by the addressee or its agent or (d) if sent by facsimile or electronic mail, on the date confirmation of transmission is received (provided that a copy of any notice delivered pursuant to this clause (d) shall also be sent pursuant to clause (a), (b) or (c)), in each case, to such Party at the address or facsimile number set forth below, or to such other address or facsimile number for a Party as it shall have specified by like notice.

To Noble:

Noble Corporation plc

Devonshire House
1 Mayfair Place

London, England W1J8AJ

Telephone:    

Facsimile No.:    

Attention:    William E. Turcotte

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

Skadden, Arps, Slate, Meagher & Flom LLP

1000 Louisiana, Suite 6800

Houston, Texas 77002

Telephone: (713) 655-5100

Facsimile No.: (713) 655-5200

Attention: Frank Bayouth

To Paragon:

Paragon Offshore plc

Telephone:     ###-###-####

Facsimile No.:    

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

Weil, Gotshal & Manges, LLP

Telephone:     ###-###-####

Facsimile No.:     ###-###-####

Attention:    Gary T. Holtzer

Section 9.2.    Amendment; Waiver. Any provision of this Agreement may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by the Parties, or in the case of a waiver, by the Party against whom such waiver is intended to be effective. No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law.

Section 9.3.    No Assignment or Benefit to Third Parties. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, legal representatives and permitted assigns. Notwithstanding the foregoing, no Party to this Agreement may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party hereto. Except for the Release and as otherwise provided in Article VII, nothing in this Agreement, express or implied, is intended to

confer upon any Person other than Noble, Paragon, and their respective successors, legal representatives and permitted assigns, any rights, benefits or remedies under or by reason of this Agreement.

Section 9.4.    Entire Agreement. This Agreement (including all Schedules, Exhibits and Appendices hereto), the TSA Side Letter and the Separation Agreements contain the entire agreement among the Parties hereto with respect to the subject matter hereof and thereof, and supersede all prior agreements and understandings, oral or written, with respect to such matters. The provisions of this Agreement shall be construed according to their fair meaning and neither for nor against any party hereto irrespective of which Party caused such provisions to be drafted. Each of the Parties hereto acknowledges that it has been represented by an attorney in connection with the preparation and execution of this Agreement and the Amendment to Tax Sharing Agreement.

Section 9.5.    Expenses. Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such costs and expenses. Notwithstanding the foregoing or anything to the contrary herein, all filing fees and similar expenses incurred in connection with the filings required to be made to seek to obtain the Bankruptcy Court Approval shall be bourne by Paragon.

Section 9.6.    Governing Law; Submission to Jurisdiction; Selection of Forum. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK IN THE UNITED STATES OF AMERICA WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. Prior to the dismissal of the Paragon Cases, the Bankruptcy Court shall have exclusive jurisdiction over this Agreement (unless the Bankruptcy Court is prohibited by law or permissively abstains from deciding the matter, in which case the District Court for the Southern District of New York shall have exclusive jurisdiction). After the dismissal of the Paragon Cases, each Party agrees that it shall bring any litigation with respect to any claim arising out of or related to this Agreement or the transactions contained in or contemplated by this Agreement, exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York County (together with the appellate courts thereof, the “Chosen Courts”), and solely in connection with claims arising under this Agreement or the transactions that are the subject of this Agreement (i) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (ii) waives any objection to laying venue in any such action or proceeding in the Chosen Courts, (iii) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over either Party hereto, (iv) agrees that service of process upon such Party in any such action or proceeding shall be effective if notice is given in accordance with Section 9.1 of this Agreement, although nothing contained in this Agreement shall affect the right to serve process in any other manner permitted by Law and (v) agrees not to seek a transfer of venue on the basis that another forum is more convenient. Notwithstanding anything herein to the

contrary, (i) nothing in this Section 9.6 shall prohibit any Party from seeking or obtaining orders for conservatory or interim relief from any court of competent jurisdiction and (ii) each Party agrees that any judgment issued by a Chosen Court may be recognized, recorded, registered or enforced in any jurisdiction in the world and waives any and all objections or defenses to the recognition, recording, registration or enforcement of such judgment in any such jurisdiction.

Section 9.7.    WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (a) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (b) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (c) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 9.8.    Counterparts. This Agreement may be executed in one or more counterparts, each of which, including those received via facsimile transmission or email, shall be deemed an original, and all of which shall constitute one and the same Agreement.

Section 9.9.    Headings. The heading references herein and the table of contents hereof are for convenience purposes only, and shall not be deemed to limit or affect any of the provisions hereof.

Section 9.10.    Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction. Notwithstanding the foregoing, if the Release is found to be invalid or unenforceable in any respect, Noble shall be entitled to terminate this Agreement.

IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed as of the date first written above.

In this Appendix, and in the Agreement and Schedules thereto, the following terms shall have the meanings assigned below and the terms listed in the chart below shall have the meanings assigned to them in the Section set forth opposite to such term (unless otherwise specified, section references in this Appendix are to Sections of this Agreement):

“Affiliate” means, with respect to any subject Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such subject Person as of the date on which, or at any time during the period for which, the determination of affiliation is being made. For purposes of this definition, the term “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of such Person, whether through the ownership of voting securities or by contract or otherwise.

“Amendment to Tax Sharing Agreement” means the amendment to the Tax Sharing Agreement substantially in the form attached hereto as Exhibit B.

“Applicable Paragon Tax Liability” has the meaning set forth for “Specified Mexican Taxes” in the Amendment to Tax Sharing Agreement.

“Bankruptcy Court Approval” means an order of the Bankruptcy Court approving this Agreement (including, without limitation, the Confirmation Order), which order shall not be subject to a stay of execution.

“Business Day” means a day other than any day on which banks are authorized or obligated by Law or executive order to close in New York, New York.

“Confirmation Order” means the order of the Bankruptcy Court confirming the Paragon Plan pursuant to section 1129 of the Bankruptcy Code.

“Contracts” means any agreement, arrangement, commitment or instrument, written or oral, including any loan or credit agreement or other agreement evidencing indebtedness, promissory note, letter of credit, purchase order, bond, mortgage, indenture, guarantee, permit, lease, sublease, license, sublicense, agreement to render services, or other agreement, arrangement, commitment or instrument evidencing rights or obligations of any kind or nature, including all amendments, modifications, supplements and options relating thereto

“Employee Matters Agreement” means that certain Employee Matters Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“GAAP” means United States generally accepted accounting principles, consistently applied during the periods involved.

“Governmental Authorizations” means all licenses, permits, certificates, grants, franchises, waivers, consents and other similar authorizations or approvals issued by or obtained from a Governmental Entity.

“Governmental Entity” means (a) any U.S. or non-U.S. federal, state, provincial, municipal or local government, court, arbitrator, tribunal, administrative agency, commission, insurance or securities regulatory or self-regulatory body, securities or commodities exchange, or other political subdivision thereof, or any other entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of any of the foregoing, and (b) any supranational organization of sovereign states exercising such functions for such sovereign states.

“Knowledge” means (i) with respect to Paragon, the actual knowledge of Randall D. Stilley, Steven A. Manz, Todd D. Strickler or Brian Hefty after due inquiry of their direct reports and (ii) with respect to Noble, the actual knowledge of David W. Williams, Dennis J. Lubojacky, William E. Turcotte or Barbra Beaulieu after due inquiry of their direct reports.

“Law” means any constitution, law, statute, ordinance, rule, regulation, regulatory requirement, code, order, judgment, injunction or decree enacted, issued, promulgated, enforced or entered by a Governmental Entity or securities exchange.

“Lien” means any encumbrance, mortgage, security interest, indenture, deed of trust, pledge, preferential arrangement, deposit, restriction, burden, lien (including environmental and tax liens), license, lease, sublease, right of first refusal, right of first offer, charge, hypothecation, privilege, easement, right-of-way, reservation, option, preferential purchase right, right of a vendor under any title retention or conditional sale agreement, or other arrangement substantially equivalent thereto, in each case regardless of whether relating to the extension of credit or the borrowing of money.

“Litigation” means any civil, criminal or administrative actions, proceedings, suits, demands, claims, hearings, inquiries, notices of violation or investigations filed by or before any Governmental Entity, arbitral panel or mediator.

“Losses” means any and all damages, loss, liabilities, expenses, assessments, claims, actions, suits, proceedings, employee benefit claims, taxes, penalties, interest, awards, judgments, settlements (including without limitation, reasonable out-of-pocket fees and expenses incurred in investigating and establishing such losses and reasonable attorneys' fees and expenses), decreased to take into account any deduction, credit or other tax benefit actually realized with respect to such Loss.

“Master Separation Agreement” means that certain Master Separation Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“Mexican Governmental Authorities” has the meaning set forth in the Tax Sharing Agreement.

“Organizational Documents” means certificates of incorporation, articles, by-laws or other organizational documents.

“Paragon Business” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

“Person” means an individual, a corporation, a partnership, an association, a limited liability company, a Governmental Entity, a trust or other entity or organization.

“Representative” or “Representatives” means, with respect to a particular Person, any director, member, limited or general partner, equityholder, officer, employee, agent, consultant, advisor or other representative of such Person, including outside legal counsel, accountants and financial advisors.

“Subsidiary” means, with respect to any Person, any other Person of which more than 50% of the securities or other interests having by their terms ordinary voting power to elect a majority of the board of directors or other body performing similar functions are owned (directly or indirectly through a Subsidiary, nominee arrangement or otherwise) by such Person.

“Tax Sharing Agreement” means that certain Tax Sharing Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“Transition Services Agreement” means that certain Transition Services Agreement, dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

“Transition Services Agreement (Brazil)” means that certain Transition Services Agreement (Brazil), dated July 31, 2014, by and between Noble and Paragon, as the same may be amended by the parties thereto from time to time in accordance with the terms thereof.

* No current Tax Audit Claims for tax years 2009 and 2010

** Using spot FX of 17.3776 at February 11, 2016.

(a)    On behalf of itself and each of its Affiliates, the Releasor forever releases, acquits and discharges (the “Release”) Noble and each of its Affiliates, together with their respective current and former principals, officers, directors, managers, general partners, employees, agents, parent companies, subsidiaries, affiliates, attorneys, accountants, predecessors, successors, assigns, heirs, administrators, executors, supervisors, and representatives of any kind (collectively, the “Noble Releasees”), jointly and severally, from and against any and all claims, disputes, liabilities, suits, demands, liens, actions, proceedings and causes of action of every kind and nature, and from all damages, injuries, losses, debts, contributions, indemnities, compensation, obligations, costs, attorneys’ fees and expenses of whatever kind and character, whether past or present, direct or derivative, known or unknown, fixed or contingent, whether in law, in equity or otherwise, whether liquidated or unliquidated, whether matured or unmatured, whether asserted or unasserted, whether accrued or unaccrued, which the Releasor or any of its Affiliates has or might claim to have against any one or more of the Noble Releasees, as of the Effective Date, in any way arising out of, relating to, or in connection with any matter relating to the Spin-Off (the “Released Claims”); provided, however, that the Released Claims shall not include any obligations of Noble under any Separation Agreement. Without limiting the foregoing, the Release shall include any Noble Releasee that acted as a director of the Releasor in such Noble Releasee’s capacity as a director of the Releasor. The Released Claims include, without limitation, any fraudulent transfer or similar claims arising under section 548 of the Bankruptcy Code or any similar state or foreign statute. At any time on or after the Effective Date, at the request of Noble, the Releasor shall cause each of its Affiliates to duly execute and deliver to Noble a release in the form hereof.

(b)    The Releasor further covenants not to, and to cause each of its Affiliates not to, sue the Noble Releasees for or by reason of any Released Claim.

(c)    The Release extends to claims that neither the Releasor nor any of its Affiliates knows or suspects to exist at the time of the release, which if known,

might have affected the decision to enter into this Release. With respect to the Release, the Releasor and each of its Affiliates shall be deemed to waive any and all provisions, rights and benefits conferred by any Law, including any Law of the United States or any state or territory of the United States, or principle of common law, which governs or limits a person’s release of unknown claims.

(d)    The Releasor acknowledges, on behalf of itself and each of its Affiliates, that it may discover facts in addition to or different from those that it or its Affiliates now knows or believes to be true with respect to the subject matter of the Release hereunder, and it is the Releasor’s intention, as set forth above, to fully, finally, and forever settle and release any and all claims and matters within the scope of the Release, whether known or unknown, suspected or unsuspected, which now exist, or heretofore existed, or may hereafter exist, and without regard to the subsequent discovery or existence of such additional or different facts.

(e)    Nothing in this Release shall be construed to limit the Releasor’s ability to bring an action to enforce any violation by any party of its obligations, covenants, representations or warranties set forth in the Settlement Agreement.

IN WITNESS WHEREOF, the Releasor has executed or caused to be executed this Release as of the date first written above.

This AMENDED AND RESTATED TAX SHARING AGREEMENT (this “Agreement”) is entered into as of [__], 2016, 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.

WHEREAS, Paragon was, prior to the Spin-off (as defined below), an indirect, wholly-owned Subsidiary of Noble;

WHEREAS, the Board of Directors of Noble determined it would be in the best interests of Noble and its stockholders for Noble to separate the Paragon Business from the Noble Business (the “Separation”);

WHEREAS, Noble and Paragon entered into a Master Separation Agreement as of July 31, 2014 in order to set forth the principal arrangements between them regarding the terms of the Separation;

WHEREAS, the Parties entered into a Tax Sharing Agreement dated as of July 31, 2014 (the “Original Tax Sharing Agreement”) to provide for and agree upon the allocation between the Parties of Taxes and Tax Benefits arising prior to, and as a result of, and subsequent to the Separation, and provide for and agree upon other matters relating to Taxes;

WHEREAS, on August 1, 2014, Noble distributed to its shareholders all of the shares of Paragon stock in a transaction (the “Spin-off”) intended to qualify as a transaction described under Sections 368(a)(1)(D) and 355 of the Internal Revenue Code of 1986, as amended (the “Code”);

WHEREAS, on February 12, 2016, in connection with the execution of a Term Sheet setting forth the principal terms of a compromise and settlement between the Parties with respect to certain claims relating to the Spin-off, the Parties entered into a binding side letter agreement (the “Side Letter”) to provide for certain modifications to the Original Tax Sharing Agreement, such modifications to be effective only during the period beginning on the date of execution of such Side Letter and ending on the date recited above on which the Parties entered into this Agreement (the “Amendment Effective Date”); and

WHEREAS, in connection with the Parties entering into a Definitive Settlement Agreement dated as of April 29, 2016, with respect to such claims, the Parties hereto wish to enter into this Agreement to amend and restate the Original Tax Sharing Agreement, in its entirety, superseding any prior amendments or modifications to the Original Tax Sharing Agreement, including those modifications made pursuant to the Side Letter.

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

“Affiliate” means, with respect 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 first Person.

“Agreement” has the meaning set forth in the preamble hereto.

“Amendment Effective Date” has the meaning set forth in the recitals hereto.

“Brazilian High Specification Rig Days” means, with respect to a Tax Year, the total number of days during such Tax Year that High Specification Rigs are present in Brazil, provided that (i) any single day in which multiple High Specification Rigs are present will be counted as a number of days equal to the number of such rigs present on such day and (ii) any High Specification Rig that is present in Brazil on any day in which services are being provided with respect to such rig pursuant to the Brazilian Services Agreement will, solely for purposes of this definition, not be treated as a High Specification Rig on such day. For this purpose, a rig shall be treated as “present in Brazil” beginning on the record date of importation of such rig for Brazilian customs purposes and shall cease to be so treated on the record date of exportation of such rig for Brazilian customs purposes.

“Brazilian Services Agreement” means that certain Transition Services Agreement, dated the date hereof, entered into among Paragon Offshore do Brasil Limitada, Paragon Offshore (Nederland) B.V., Paragon, Noble Corporation, Noble Dave Beard Limited, and Noble Drilling (Nederland) II B.V. in connection with the Separation.

“Brazilian Standard Specification Rig Days” means, with respect to a Tax Year, the total number of days during such Tax Year that Standard Specification Rigs are present in Brazil, provided that (i) any single day in which multiple Standard Specification Rigs are present will be counted as a number of days equal to the number of such rigs present on such day and (ii) any High Specification Rig that is present in Brazil on any day in which services are being provided with respect to such rig pursuant to the Brazilian Services Agreement will, solely for purposes of this definition, be treated as a Standard Specification Rig on such day. For this purpose, a rig shall be treated as “present in Brazil” beginning on the record date of importation of such rig for Brazilian customs purposes and shall cease to be so treated on the record date of exportation of such rig for Brazilian customs purposes.

“Business” means the Noble Business or the Paragon Business, as the context requires.

“Business Day” means a day other than a Saturday, a Sunday or a day on which banking institutions located in London, England, are authorized or obligated by applicable law or executive order to close.

“Code” has the meaning set forth in the recitals hereto.

“Control” means, with respect to any Person, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through ownership of securities or partnership, membership, limited liability company or other ownership interests, by contract or otherwise. “Controlled” has a meaning correlative to the foregoing.

“Controlling Party” means the Party that has primary responsibility, control and discretion in handling, settling or conducting a Tax Contest pursuant to Section 5.2.

“Due Date” has the meaning set forth in Section 4.8.

“Governmental Authority” shall mean any U.S. federal, state, local or non-U.S. court, government (or political subdivision thereof), department, commission, board, bureau, agency, official or other regulatory, administrative or governmental authority.

“Group” means the Noble Group or the Paragon Group, as the context requires.

“High Specification Rigs” means those drilling rigs owned or leased by Noble Group or Paragon Group that are not Standard Specification Rigs.

“IRS” means the Internal Revenue Service.

“IRS Submission” means the Ruling Request and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining the Rulings.

“Joint Return” means any Tax Return that includes Tax Items attributable to both the Noble Business and the Paragon Business; provided, however, that (i) Tax Items carried forward from a Tax Year beginning on or before the Spin-off Date to a Tax Year beginning after the Spin-off Date and (ii) Tax Items described in Section 2.3(i) shall be ignored for purposes of this determination.

“Master Separation Agreement” means that certain Master Separation Agreement, dated July 31, 2014, entered into between Noble and Paragon in connection with the Separation.

“Noble” has the meaning set forth in the preamble hereto.

“Noble Business” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

“Noble Group” means Noble and each Subsidiary of Noble (but only while such Subsidiary is a Subsidiary of Noble) other than any Person that is a member of the Paragon Group.

“Noble Taxes” has the meaning set forth in Section 2.1(a).

“Non-Controlling Party” means the Party that does not have primary responsibility, control and discretion in handling, settling or conducting a Tax Contest pursuant to Section 5.2.

“Non-Preparer” means the Party that is not responsible for the preparation and filing of a Joint Return or a Separate Return, as applicable, pursuant to Article III.

“Original Effective Date” means July 31, 2014, the date on which the parties entered into the Original Tax Sharing Agreement.

“Original Tax Sharing Agreement” has the meaning set forth in the recitals hereto.

“Paragon” has the meaning set forth in the preamble hereto.

“Paragon Business” has the meaning set forth in Section 1.1 of the Master Separation Agreement.

“Paragon Group” means (i) with respect to any Pre-Spin Period, Paragon and each other Subsidiary of Noble that is (or will be) a Subsidiary of Paragon on the Spin-off Date and (ii) with respect to any Post-Spin Period, Paragon and each Subsidiary of Paragon (but only while such Subsidiary is a Subsidiary of Paragon).

“Paragon Taxes” has the meaning set forth in Section 2.2(a).

“Party” has the meaning set forth in the preamble hereto.

“Payment Date” means (i) with respect to any U.S. federal income tax return, any of (A) the due date for any required installment of estimated taxes determined under Section 6655 of the Code, (B) the due date (determined without regard to extensions) for filing the return determined under Section 6072 of the Code, or (C) the date the return is filed, as applicable, and (ii) with respect to any other Tax Return, any of the corresponding dates determined under the applicable Tax Law.

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, a union, an unincorporated organization or a governmental entity or any department, agency or political subdivision thereof.

“Post-Spin Period” means any Tax Year (or portion thereof) beginning after the Spin-off Date.

“Pre-Spin Period” means any Tax Year (or portion thereof) ending on or before the Spin-off Date.

“Preparer” means the Party that is responsible for the preparation and filing of a Joint Return or a Separate Return, as applicable, pursuant to Article III.

“Prime Rate” means the fluctuating commercial loan rate announced by JPMorgan Chase Bank, National Association from time to time at its New York, NY office as its prime rate or base rate for U.S. Dollar loans in the United States of America in effect on the date of determination.

“Related Separation Transactions” means the transactions described in Schedule 1.1.

“Requesting Party” has the meaning set forth in Section 6.4.

“Rulings” mean (i) PLR-128740-13 issued to Noble and dated October 21, 2013, and (ii) PLR-128741-13, issued to Noble Holding (U.S.) Corporation and dated October 21, 2013.

“Ruling Request” means Noble’s and Noble Holding (U.S.) Corporation’s request for substantially identical rulings filed with the IRS, dated June 24, 2013 (which incorporates prior submissions dated January 23, 2013, March 8, 2013, May 3, 2013, and May 29, 2013), as supplemented on July 11, 2013, and October 18, 2013 (in each case, including all appendices, schedules, attachments, and exhibits thereto), and additional related email correspondence with the IRS.

“Separate Return” means any Tax Return that is not a Joint Return.

“Separation” has the meaning set forth in the recitals hereto.

“Side Letter” has the meaning set forth in the recitals hereto.

“Specified Mexican Tax Contest” has the meaning set forth in Section 5.2(f).

“Specified Mexican Taxes” means (i) income taxes (Impuesto Sobre la Renta e Impuesto Empresarial a Tasa Única) and value added taxes (Impuesto al Valor Agregado) and any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, inflation adjustments (actualizaciones), surcharges (recargos) and penalties and fines (multas)) imposed by Tax Authorities in Mexico and arising from the operation or ownership of the Paragon Business (determined pursuant to Section 2.3) for the Tax Years 2005, 2006, 2007, 2008, 2009 and 2010 and (ii) general import or export taxes (Impuesto General de Importación o Exportación) and any interest, penalties, additions to tax or any other amounts assessed in respect thereof (including, without limitation, customs processing fees

(derechos de trámite aduanero), inflation adjustments (actualizaciones), surcharges (recargos) and penalties and fines (multas)) imposed by Tax Authorities in Mexico and arising from the operation or ownership of the Paragon Business (determined pursuant to Section 2.3) with respect to any Tax Year through and including 2010; provided, however, that Specified Mexican Taxes do not include any Taxes paid to a Tax Authority prior to February 12, 2016, the date of execution of the Side Letter. For the avoidance of doubt, no Tax that has not been paid prior to February 12, 2016, is excluded from being a Specified Mexican Tax solely by reason of being paid or ultimately resolved between February 12, 2016, and the Amendment Effective Date.

“Spin-off” has the meaning set forth in the recitals hereto.

“Spin-off Date” means August 1, 2014, the date on which the Spin-off occurred.

“Standard Specification Rigs” means the drilling rigs set forth on Schedule 1.1(c) of the Master Separation Agreement.

“Subsidiary” means, with respect to any specified Person, any corporation, partnership, limited liability company, joint venture or other organization, whether incorporated or unincorporated, of which at least a majority of the securities or interests having by the terms thereof ordinary voting power to elect at least a majority of the board of directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such specified Person or by any one or more of its Subsidiaries, or by such specified Person and one or more of its Subsidiaries.

“Supplemental IRS Submission” means any request for a Supplemental Ruling, each supplemental submission and any other correspondence or supplemental materials submitted to the IRS in connection with obtaining any Supplemental Ruling.

“Supplemental Ruling” means any private letter ruling obtained by Noble or Paragon from the IRS which supplements or otherwise modifies the Rulings.

“Supplemental Tax Opinion” means, with respect to a specified action, an opinion (other than the Tax Opinion) from Tax Counsel to the effect that (subject to any customary assumptions, qualifications, and limitations set forth therein), (i) such action will not preclude the Spin-off from qualifying as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble and its shareholders (except with respect to cash received in lieu of fractional shares) and (ii) any Tax imposed on any part of the Related Separation Transactions will not be increased.

“Tax” or “Taxes” means any income, gross income, gross receipts, profits, capital stock, franchise, withholding, payroll, social security, workers compensation, unemployment, disability, property, ad valorem, stamp, excise, severance, occupation, service, sales, use, license, lease, transfer, import, export, value added, alternative minimum, estimated or other similar tax (including any fee, assessment or other charge in the nature of or in lieu of any tax) imposed by any Governmental Authority and any interest, penalties, additions to tax or additional amounts in respect of the foregoing.

“Tax Authority” means, with respect to any Tax, the Governmental Authority that imposes such Tax, and the Governmental Authority (if any) charged with the assessment, determination or collection of such Tax for such Governmental Authority.

“Tax Benefit” means any credit, deduction or other attribute that may have the effect of decreasing any Tax.

“Tax Contest” means an audit, review, examination or any other administrative or judicial proceeding with the purpose or effect of redetermining or recovering Taxes of any member of either Group (including any administrative or judicial review of any claim for refund).

“Tax Counsel” means (i) with respect to the Tax Opinion, Baker Botts L.L.P. or (ii) with respect to a Supplemental Tax Opinion, a nationally recognized law firm or accounting firm designated by the Party to whom such opinion is delivered.

“Tax Detriment” means any income, gain or other attribute that may have the effect of increasing any Tax.

“Tax Item” means any Tax Benefit or Tax Detriment.

“Tax Law” means the law of any Governmental Authority and any controlling judicial or administrative interpretations of such law, relating to any Tax.

“Tax Materials” means (i) the Rulings, (ii) each IRS Submission, (iii) the representation letters delivered to Tax Counsel in connection with the delivery of the Tax Opinion or Supplemental Tax Opinion, and (iv) any other materials delivered or deliverable by Noble, Paragon and others in connection with the rendering by Tax Counsel of the Tax Opinion or Supplemental Tax Opinion or the issuance by the IRS of the Rulings or any Supplemental Ruling.

“Tax Opinion” means the opinion delivered by Tax Counsel to Noble in connection with the Spin-off and Related Separation Transactions substantially to the effect that (subject to the assumptions, qualifications and limitations set forth therein) for U.S. federal income tax purposes (i) the Spin-off will qualify as a Tax-free transaction described under Sections 368(a)(1)(D) and 355 of the Code to Noble, its shareholders (except with respect to cash received in lieu of fractional shares), and Paragon and (ii) certain Related Separation Transactions will be Tax-free to the parties involved.

“Tax Records” means Tax Returns, Tax Return work papers, documentation relating to any Tax Contests and any other books of account or records required to be maintained under applicable Tax Laws (including but not limited to Section 6001 of the Code) or under any record retention agreement with any Tax Authority.

“Tax Return” means any report of Taxes due (including estimated Taxes), any claims for refund of Taxes paid, any information return with respect to Taxes, or any other

similar report, statement, declaration or document required to be filed (by paper, electronically or otherwise) under any applicable Tax Law, including any attachments, exhibits or other materials submitted with any of the foregoing, and including any amendments or supplements to any of the foregoing.

“Tax Year” means, with respect to any Tax, the year, or other period, if applicable, for which the Tax is reported as provided under applicable Tax Law.

“Treasury Regulations” means the regulations promulgated from time to time under the Code as in effect for the relevant Tax Year.

Except as otherwise provided in Section 5.1 (Notices) and Article VI (Assistance and Cooperation), the Parties shall be liable for and indemnify each other against Taxes and reimburse each other for the use of Tax Benefits as prescribed in this Article II and shall make payments with respect to such Taxes and Tax Benefits in accordance with Article IV (Tax Payments).

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date set forth above.