PARAGON OFFSHORE PLC - …d18rn0p25nwr6d.cloudfront.net/CIK-0001594590/5445b026-7829-4cfb-… ·...

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM T-3/A(AMENDMENT NO. 1)

FOR APPLICATIONS FOR QUALIFICATION OF INDENTURESUNDER THE TRUST INDENTURE ACT OF 1939

PARAGON OFFSHORE PLC (Name of Applicant)

3151 Briarpark Drive Suite 700,Houston, Texas 77042

(Address of principal executive offices)

Securities to be Issued under the Indenture to be Qualified

Title of Class AmountSenior Notes due 2021 $60 million aggregate principal amount

Approximate date of proposed public offering: As soon as practicable after the Effective Date under the Joint Chapter 11 Plan of Paragon Offshore plcand its Affiliated Debtors.

Name and registered address of agent for service: With a copy to:

Todd D. StricklerParagon Offshore plc

3151 Briarpark Drive Suite 700,Houston, Texas 77042

(832) 783-4000

Todd ChandlerWeil, Gotshal & Manges LLP

767 Fifth AvenueNew York, New York 10153

(212) 310-8000

The Applicant (as defined herein) hereby amends this Application on such date or dates as may be necessary to delay its effectiveness until (i) the20th day after the filing of an amendment which specifically states that it shall supersede this Application for Qualification or (ii) such date as theSecurities and Exchange Commission, acting pursuant to Section 307(c) of the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) maydetermine upon the written request of the Applicant.

EXPLANANOTY NOTE

This Amendment No. 1 to Application for Qualification of Indenture on Form T-3, which amends the Application for Qualification of Indenture on Form T-3 (FileNo. 022-29016) (the “ Application ”) filed by Paragon Offshore plc (the “ Applicant ”) on April 21, 2016, is being filed solely for the purposes of amending andrestating the Application in its entirety as follows:

GENERAL

1. General Information.

The Applicant is a public limited company registered under the Companies Act 2006 of England and Wales.

2. Securities Act Exemption Applicable.

The Applicant’s senior notes due 2021 (the “ Notes ”), to be issued under the indenture to be qualified hereby (the “ Indenture ”) will be offered to holders of theApplicant’s 6.75% Senior Notes due 2022 and 7.25% Senior Notes due 2024 (collectively, the “ Claim Holders ”), pursuant to the terms of the Joint Chapter 11Plan of Paragon Offshore plc and its Affiliated Debtors (the “ Plan ”), under Chapter 11 of Title 11 of the United States Code (the “ Bankruptcy Code ”). The Planwill become effective on the date on which all conditions to the effectiveness of the Plan have been satisfied or waived (the “ Effective Date ”). The Notes arebeing offered in exchange for all outstanding claims of the Claim Holders, as described in the Disclosure Statement for Second Amended Joint Chapter 11 Plan ofParagon Offshore plc and its Affiliated Debtors, dated April 19, 2016, which is set forth as Exhibit T3E.1, as supplemented by the Supplement to the DisclosureStatement for Second Amended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors, dated August 16, 2016 (the “ Supplement ”), which is setforth as Exhibit T3E.2.

The issuance of the Notes is exempt from registration under the Securities Act of 1933, as amended (the “ Securities Act ”), pursuant to the exemption provided bySection 1145(a)(1) of the Bankruptcy Code. Section 1145(a)(1) of the Bankruptcy Code exempts an offer and sale of securities under a plan of reorganization fromregistration under the Securities Act and state securities laws if three principal requirements are satisfied: (i) the securities must be offered and sold under a plan ofreorganization and must be securities of the debtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under the plan ofreorganization; (ii) the recipients of the securities must hold a prepetition or administrative expense claim against, or an interest in, the debtor or such affiliate; and(iii) the securities must be issued in exchange for the recipient’s claim against or interest in the debtor or such affiliate, or principally in such exchange and partlyfor cash or property. The Applicant believes that the issuance of the Notes to the holders of the indebtedness held by the Claim Holders will satisfy theaforementioned requirements. See “Article IV. Transfer Restrictions and Consequences Under Federal Securities Laws” of the Supplement.

AFFILIATIONS

3. Affiliates.

The following is a list of affiliates of the Applicant as of the date of this Application. It is expected that each of the entities listed below will be an affiliate of theApplicant as of the Effective Date as a result of the Plan.

Company Name

Jurisdiction ofFormation/

Incorporation Owner PercentageParagon International Finance Company Cayman Islands Paragon Offshore

Finance Company 100%

Paragon Offshore Finance Company Cayman Islands Paragon Offshore plc 100%Paragon Offshore Leasing (Switzerland) GmbH Switzerland Paragon Offshore

Leasing (Luxembourg)S.à r.l.

100%

Company Name Jurisdiction ofFormation/

Incorporation

Owner Percentage

Paragon Offshore Contracting GmbH Switzerland Paragon Holding NCS 2S.à r.l.

100%

Paragon Holding NCS 2 S.à r.l. Luxembourg Paragon Holding SCS 2Ltd.

100%

Paragon Offshore (Luxembourg) S.à r.l. Luxembourg Paragon Holding SCS 1Ltd.

100%

Paragon Offshore Leasing (Luxembourg) S.à r.l. Luxembourg Paragon Holding SCS 1Ltd.

100%

Paragon Offshore International Ltd. Cayman Islands Paragon Holding SCS 2Ltd.

100%

Paragon Duchess Ltd. Cayman Islands Paragon FDR HoldingsLtd.

100%

Paragon (Middle East) Limited Cayman Islands Paragon Holding SCS 2Ltd.

100%

Paragon Asset Company Ltd. Cayman Islands Paragon Holding SCS 2Ltd.

100%

Paragon Asset (ME) Ltd. Cayman Islands Paragon Asset CompanyLtd.

100%

Paragon Holding SCS 1 Ltd. Cayman Islands Paragon Holding SCS 2Ltd.

100%

Paragon Holding SCS 2 Ltd. Cayman Islands Paragon InternationalFinance Company

100%

Paragon FDR Holdings Ltd. Cayman Islands Paragon OffshoreFinance Company

100%

Paragon Offshore (North Sea) Ltd. Cayman Islands Paragon Holding SCS 2Ltd.

100%

Paragon Asset (UK) Ltd. Cayman Islands Paragon Holding SCS 2Ltd.

100%

Paragon Offshore Holdings US Inc. Delaware Paragon Offshore plc 100%Paragon Drilling Services 7 LLC Delaware Paragon Holding SCS 1

Ltd. 100%

Paragon Offshore Drilling LLC Delaware Paragon OffshoreHoldings US Inc.

100%

Paragon Leonard Jones LLC Delaware Paragon Holding SCS 2Ltd.

100%

Paragon Offshore do Brasil Ltda. Brazil Paragon Holding SCS 2Ltd.Paragon Asset CompanyLtd.

99%1%

Paragon Offshore (Nederland) B.V. Netherlands Paragon Holding NCS 2S.à r.l.

100%

PGN Offshore Drilling (Malaysia) Sdn. Bhd Malaysia Paragon Duchess Ltd. 100%Paragon Offshore (Labuan) Pte. Ltd. Malaysia Paragon Duchess Ltd. 100%Paragon Drilling Nigeria Limited Nigeria Paragon Holding SCS 2

Ltd.Paragon Operating (ME)Ltd.

99.5%0.5%

Paragon Operating (ME) Ltd. Cayman Islands Paragon Asset (ME) Ltd. 100%

2

Company Name


Incorporation Owner PercentageParagon Offshore Enterprises Ltd. Cayman Islands Paragon Holding SCS 2

Ltd. 100%

Paragon Drilling Ven, C.A. Venezuela Paragon OffshoreInternational Ltd.

100%

Paragon Offshore Ven C.A. Venezuela Paragon OffshoreInternational Ltd.

100%

Arktik Drilling Limited, Inc. Bahamas Paragon Asset CompanyLtd.

82%

Paragon Offshore (Land Support) Limited Scotland Paragon Asset CompanyLtd.

100%

Paragon Offshore Management S. de R.L. de C.V. Mexico Paragon Asset CompanyLtd.Paragon Holding SCS 2Ltd.

99%1%

Paragon Offshore Drilling AS Norway Paragon Offshore plc 100%Paragon Offshore AS Norway Paragon Offshore

Drilling AS 100%

Paragon Seillean AS Norway Paragon Offshore AS 100%Paragon (Seillean) KS Norway Paragon Offshore AS

Paragon Seillean AS 10%

90%Frontier Drilling do Brasil Ltda. Brazil Paragon Seillean AS 100%Paragon Offshore Drilling (Cyprus) Limited Cyprus Paragon Offshore

Drilling AS 100%

Paragon Offshore USA Inc. Delaware Paragon OffshoreDrilling AS

100%

Kulluk Arctic Services, Inc. Delaware Paragon Offshore USAInc.

100%

Frontier Drilling Nigeria Limited Nigeria Paragon OffshoreDrilling AS

100%

Paragon Offshore (Asia) Pte. Ltd. Singapore Paragon OffshoreDrilling AS

100%

Paragon Offshore Sterling Ltd. Cayman Islands Paragon Offshore plc 100%Paragon International Investment Limited Cayman Islands Paragon Offshore

Finance Company 100%

Paragon Offshore Brasil Investimento E Participacoes Ltda. Brazil Paragon Offshore plcParagon Holding SCS 2Ltd.

99%1%

Paragon Offshore Hungary Ltd. Hungary Paragon Offshore(Luxembourg) S.à r.l.

100%

Paragon Offshore (Canada) Ltd. Alberta Paragon OffshoreDrilling LLC

100%

Bawden Drilling Inc. Delaware Paragon Offshore(Canada) Ltd.

100%

Bawden Drilling International Ltd. Bermuda Paragon Offshore(Canada) Ltd.

100%

Resolute Insurance Group Ltd. Bermuda Bawden DrillingInternational Ltd.

100%

3

Company Name


Incorporation Owner PercentageParagon Offshore (GOM) Inc. Delaware Paragon Offshore

Drilling LLC 100%

Paragon Offshore Services LLC Delaware Paragon Offshore (GOM)Inc.

100%

Paragon Offshore Investment Ltd. Cayman Islands Paragon Offshore plc 100%Paragon Offshore (Gibraltar) Limited Gibraltar Paragon Offshore

Investment Ltd. 100%

Paragon Offshore Drilling Rig Construction S.à. r.l. Luxembourg Paragon Offshore(Gibraltar) Limited

100%

Prospector Rig 6 Owning Company S.à r.l. Luxembourg Paragon OffshoreDrilling Rig ConstructionS.à r.l.

100%


100%


100%

Prospector Offshore Drilling S.à r.l. Luxembourg Paragon Offshore plc 100%Prospector Rig 1 Owning Company S.à r.l. Luxembourg Prospector Offshore

Drilling S.à r.l. 100%

Prospector Rig 5 Owning Company S.à r.l. Luxembourg Prospector OffshoreDrilling S.à r.l.

100%

Prospector Rig 1 Contracting Company S.à r.l. Luxembourg Prospector OffshoreDrilling S.à r.l.

100%

Prospector Rig 5 Contracting Company S.à r.l. Luxembourg Prospector OffshoreDrilling S.à r.l.

100%

Prospector Offshore Drilling (Singapore) Pte. Ltd. Singapore Prospector OffshoreDrilling S.à r.l.

100%

Prospector Offshore Drilling (UK) Ltd. United Kingdom Prospector OffshoreDrilling S.à r.l.

100%

Prospector Offshore Drilling Limited Cyprus Prospector OffshoreDrilling S.à r.l.

100%

Prospector Support Services Inc. Texas Prospector OffshoreDrilling S.à r.l.

100%

Prospector New Building S.à r.l. Luxembourg Prospector OffshoreDrilling Limited

100%

Prospector Finance S.à r.l. Luxembourg Prospector OffshoreDrilling Limited

100%

Prospector Finance II SA Luxembourg Prospector Finance S.àr.l.

100%

Prospector Finance Rig 1 S.à r.l. Luxembourg Prospector Finance II SA 100%

Except as otherwise disclosed above, the Applicant expects all of these entities to exist upon consummation of the Plan, in the ownership structure shown above.Additional entities may be formed in connection with the consummation of the Plan or thereafter.

Certain directors and officers of the Applicant may be deemed to be “affiliates” of the Applicant by virtue of their positions with the Applicant. See Item 4,“Directors and Executive Officers.”

Certain persons may be deemed to be “affiliates” of the Applicant by virtue of their anticipated holdings of voting securities of the Applicant. See Item 5,“Principal Owners of Voting Securities.”

4

MANAGEMENT AND CONTROL

4. Directors and Executive Officers.

(a) The following tables list the names and offices held by all directors and executive officers of the Applicant as of the date of this Application. Unless otherwisestated in any of the tables set forth below, the mailing address for each of the individuals listed in each of the tables for each of the entities set forth below is: c/oParagon Offshore plc, 3151 Briarpark Drive, Suite 700, Houston, Texas 77042.

Name OfficeRandall D. Stilley President, Chief Executive Officer and Director (Principal executive officer)Anthony R. Chase DirectorThomas L. Kelly II DirectorJohn P. Reddy DirectorDean E. Taylor DirectorWilliam L. Transier DirectorDavid W. Wehlmann DirectorJ. Robinson West DirectorSteven A. Manz Senior Vice President and Chief Financial Officer (Principal financial officer)William C. Yester Senior Vice President - OperationsLee M. Ahlstrom Senior Vice President - Investor Relations, Strategy, and PlanningAndrew W. Tietz Senior Vice President - Marketing and ContractsAnirudha Pangarkar Senior Vice President - Special Projects, Supply Chain and MaintenanceTodd D. Strickler Vice President - General Counsel and Corporate SecretaryJulie A. Ferro Vice President - Human ResourcesAlejandra Veltmann Vice President - Chief Accounting Office (Principal accounting officer)

(b) Following the Effective Date of the Plan, it is anticipated that the current members of the board of directors of the Applicant will remain, and one additionaldirector may be designated by certain of the Claim Holders.

5. Principal Owners of Voting Securities.

As of the date of this Application, no person is known to the Applicant to own 10% or more of the voting securities of the Applicant. The Applicant believes thatfollowing the Effective Date of the Plan, one Claim Holder may own more than 10% of the voting securities of the Applicant.

UNDERWRITERS

6. Underwriters.

(a) The name and complete mailing address of each person who, within three years prior to the date of filing this Application, acted as an underwriter for theApplicant’s 6.75% senior notes due 2022 and 7.25% senior notes due 2024 is listed below.

Name AddressDeutsche Bank Securities Inc. 60 Wall Street

New York, New York 10005J.P. Morgan Securities LLC 383 Madison Avenue

New York, New York 10179Barclays Capital Inc. 35th Floor 200 Park Avenue

New York, New York 10166Citigroup Global Markets Inc. 388 Greenwich Street

New York, New York 10013

5

Name AddressCredit Agricole Securities(USA) Inc.

1301 Avenue of the AmericasNew York, New York 10019

Credit Suisse Securities (USA)LLC

Eleven Madison AvenueNew York, New York 10010

HSBC Securities (USA) Inc. 452 Fifth AvenueNew York, New York 10018

SunTrust Robinson Humphrey,Inc.

333 Peachtree Road, N.E.10th Floor, South TowerAtlanta, GA 30326

Wells Fargo Securities, LLC 301 S. College StreetCharlotte, NC 28288

Mitsubishi UFJ Securities(USA), Inc.

1633 Broadway, 29th FloorNew York, New York 10019

Standard Chartered Bank 1095 Ave of the AmericasNew York, New York 10036

Santander Investment SecuritiesInc.

45 East 53rd StreetNew York, New York 10020

SMBC Nikko SecuritiesAmerica, Inc.

277 Park AvenueNew York, New York 10172

(b) There is no proposed principal underwriter for the Notes that are to be issued in connection with the Indenture that is to be qualified under this Application.

CAPITAL SECURITIES

7. Capitalization.

(a) The following tables set forth certain information with respect to each authorized class of securities of the Applicant as of the date of this Application. (i) Title of Class Amount Authorized Amount Outstanding 6.75% Senior Notes due 2022 $ 500,000,000 $ 500,000,000 7.27% Senior Notes due 2024 $ 580,000,000 $ 580,000,000 Ordinary Shares, par value of $0.01 per share 186,457,393 shares 87,894,997 shares

It is expected that upon consummation of the Plan, the Applicant’s capital structure shall be comprised of the Notes and the Ordinary Shares. The Ordinary Shareswill be held by existing shareholders and Ordinary Shares will be issued, inter alia, to certain of the Applicant’s existing creditors.

(b) Each holder of Ordinary Shares of the Applicant, both prior to and subsequent to the Effective Date of the Plan, is entitled to one vote for each such OrdinaryShares held on all matters submitted to a vote of shareholders. Each Holder of the Notes will be entitled to vote on all matters submitted to a vote of SecurityHolders, based on such Holder’s amount in interest in the Notes.

INDENTURE SECURITIES

8. Analysis of Indenture Provisions.

The Notes will be subject to the Indenture to be entered into between the Applicant and U.S. Bank National Association, as trustee (the “ Trustee ”) to be enteredinto and dated on the Effective Date of the Plan. The following is a general description of certain provisions of the Indenture, and the description is qualified in itsentirety by reference to the form of Indenture, filed as Exhibit T3C.1 herewith. Capitalized terms used below and not defined herein have the meanings ascribed tothem in the Indenture.

6

(a) Default

Failure to make payments on the Notes and a breach of any covenant by the Applicant are all of the defaults under the Indenture.

If a default occurs and is continuing and is known to the Trustee, the Trustee will mail to each Holder a notice of the default within 90 days after it occurs. Exceptfor defaults in payments on the Notes, the Trustee may withhold from the Holders notice of any continuing default if the Trustee determines in good faith thatwithholding the notice is in the interest of the Holders.

(b) Authentication and Delivery of Notes; Application of Proceeds

At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holdsthat office at the time a Note is authenticated, the Note shall nevertheless be valid.

A Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until authenticated substantially in the form as attached tothe Indenture by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidence that the Note has been dulyauthenticated and delivered under the Indenture.

On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer, authenticate and deliver the Notes.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate the Notes. An authenticating agent may authenticate the Noteswhenever the Trustee may do so. Each reference in the Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agenthas the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

There will be no proceeds from the issuance of the Notes because the Notes are being issued in exchange for the Claim Holders’ existing claims.

(c) Satisfaction and Discharge

The Indenture will be discharged and will cease to be of further effect as to the Notes when:

(1) either

(A) Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes forwhose payment money has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

(B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable, and at the expense, ofthe Company, and the Company has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefitof the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, withoutconsideration of any reinvestment of interest, to pay and discharge the entire obligations on the Notes not delivered to the Trustee forcancellation when due;

(2) in respect of subclause (B) of clause (1), no default has occurred and is continuing with respect to such Notes on the date ofthe deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any instrument towhich the Company is a party or by which the Company is bound (other than with respect to the borrowing of funds to be applied concurrently to makethe deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other indebtedness, and in each case thegranting of liens to secure such borrowings);

7

(3) the Company has paid or caused to be paid all other sums payable by the Company under the Indenture with respect to suchNotes; and

(4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of theNotes when due.

In addition, the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counsel may be subject to customaryassumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied.

(d) Evidence of Compliance with Conditions and Covenants

The Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, an officers’ certificate, certifying as to his orher knowledge of the Company’s compliance with all conditions and covenants under the Indenture. Upon any default by the Company under the terms of theIndenture, the Company shall deliver to the Trustee, within 15 days of the occurrence of such default, written notice of any events of which it is aware which wouldconstitute a default under the Indenture, its status and what action the Company is taking or proposes to take in respect thereof. In addition, the Company willcomply with all applicable obligations under Trust Indenture Act Section 314(a).

9. Other Obligors.

Other than the Applicant, no other person is an obligor with respect to the Notes.

CONTENTS OF APPLICATION

This Application comprises:

(a) Pages numbered 1 to 9, consecutively, as amended hereby.

(b) The Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified. **

(c) The following exhibits in addition to those filed as part of the Statement of Eligibility and Qualification of the trustee: Exhibit T3A.1 Articles of Association of Paragon Offshore plc (incorporated by reference to Exhibit 3.1 to Paragon Offshore plc’s Quarterly Report on Form

10-Q filed on August 29, 2014)

Exhibit T3C.1 Form of Indenture between Paragon Offshore plc and U.S. Bank National Association, as the trustee for the Notes *

Exhibit T3D.1 Not Applicable

Exhibit T3E.1 Disclosure Statement relating to the Second Amended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors, dated April 19,2016 **

Exhibit T3E.2 Supplement to the Disclosure Statement relating to the Modified Second Amended Joint Chapter 11 Plan of Paragon Offshore plc and itsAffiliated Debtors, dated August 16, 2016 *

Exhibit T3F.1 Cross-reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive,of the Trust Indenture Act of 1939 *

Exhibit 25.1 Statement of Eligibility and Qualification on Form T-1 of the trustee under the Indenture to be qualified **

* Filed herewith.** Filed previously with the Form T-3 on April 21, 2016.

8

SIGNATURES

Pursuant to the requirements of the Trust Indenture Act of 1939, the Applicant, Paragon Offshore plc, a company registered under the laws of England and Wales,has duly caused this Application to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in theCity of Houston, and State of Texas, on the 18th day of August, 2016.

PARAGON OFFSHORE PLC

(SEAL) By: /s/ Randall D. Stilley Name: Randall D. Stilley Title: President and Chief Executive Officer

Attest: /s/ Todd D. Strickler Name: Todd D. Strickler Title: Vice President - General Counsel and Corporate Secretary

9

Exhibit T3C.1

FORM OF

SENIOR NOTES INDENTURE

Dated as of [●], 2016

Between


and

U.S. BANK NATIONAL ASSOCIATION,as Trustee, Paying Agent and Transfer Agent

SENIOR NOTES DUE 2021

TABLE OF CONTENTS

PageARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.01 Definitions 1Section 1.02 Other Definitions 6Section 1.03 Rules of Construction 6Section 1.04 Incorporation by Reference of Trust Indenture Act 7Section 1.05 Acts of Holders 7 ARTICLE 2 THENOTES

9

Section 2.01 Form and Dating; Terms 9Section 2.02 Execution and Authentication 10Section 2.03 Registrar and Paying Agent 10Section 2.04 Paying Agent to Hold Money in Trust 11Section 2.05 Holder Lists 11Section 2.06 Transfer and Exchange 11Section 2.07 Replacement Notes 12Section 2.08 Outstanding Notes 12Section 2.09 Treasury Notes 13Section 2.10 Temporary Notes 13Section 2.11 Cancellation 13Section 2.12 Defaulted Interest 13Section 2.13 CUSIP and ISIN Numbers 14 ARTICLE 3REDEMPTION

14

Section 3.01 Notices to Trustee 14Section 3.02 Selection of Notes to Be Redeemed or Purchased 14Section 3.03 Notice of Redemption 14Section 3.04 Effect of Notice of Redemption 15Section 3.05 Deposit of Redemption or Purchase Price 15Section 3.06 Notes Redeemed or Purchased in Part 16Section 3.07 Optional Redemption 16Section 3.08 Mandatory Redemption 17Section 3.09 Purchase of Notes 17 ARTICLE 4COVENANTS

17

Section 4.01 Payment of Notes 17Section 4.02 Maintenance of Office or Agency 17Section 4.03 Taxes 17Section 4.04 Stay, Extension and Usury Laws 18Section 4.05 Corporate Existence 18Section 4.06 Compliance Certificate 18

-i-

ARTICLE 5SUCCESSORS

21

Section 5.01 Merger, Consolidation or Sale of All Assets 21Section 5.02 Successor Entity Substituted 21 ARTICLE 6 DEFAULTS AND REMEDIES 22 Section 6.01 Events of Default and Remedies 22Section 6.02 Acceleration 23Section 6.03 Other Remedies 24Section 6.04 Waiver of Past Defaults 24Section 6.05 Control by Majority 25Section 6.06 Limitation on Suits 25Section 6.07 Rights of Holders to Receive Payment 26Section 6.08 Collection Suit by Trustee 26Section 6.09 Restoration of Rights and Remedies 26Section 6.10 Trustee May File Proofs of Claim 26Section 6.11 Priorities 26Section 6.12 Undertaking for Costs 27 ARTICLE 7 TRUSTEE 27 Section 7.01 Duties of Trustee 27Section 7.02 Rights of Trustee 28Section 7.03 Individual Rights of Trustee 30Section 7.04 Trustee’s Disclaimer 30Section 7.05 Notice of Defaults 30Section 7.06 Reports by Trustee to Holders of the Notes 30Section 7.07 Compensation and Indemnity 30Section 7.08 Replacement of Trustee 31Section 7.09 Successor Trustee by Merger, etc. 32Section 7.10 Eligibility; Disqualification 32Section 7.11 Preferential Collection of Claims Against the Company 32 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE 32 Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance 32Section 8.02 Legal Defeasance and Discharge 32Section 8.03 Covenant Defeasance 33Section 8.04 Conditions to Legal or Covenant Defeasance 33Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions 35Section 8.06 Repayment to the Company 35Section 8.07 Reinstatement 36 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER 36 Section 9.01 Without Consent of Holders 36Section 9.02 With Consent of Holders 36Section 9.03 Compliance with Trust Indenture Act 38Section 9.04 Revocation and Effect of Consents 38

-ii-

Section 9.05 Notation on or Exchange of Notes 38Section 9.06 Trustee to Sign Amendments, etc. 38 ARTICLE 10[RESERVED.]

39

ARTICLE 11 SATISFACTION AND DISCHARGE 39 Section 11.01 Satisfaction and Discharge 39Section 11.02 Application of Trust Money 40 ARTICLE 12 MISCELLANEOUS 40 Section 12.01 [Reserved] 40Section 12.02 Notices 40Section 12.03 Communication by Holders with Other Holders 42Section 12.04 Certificate and Opinion as to Conditions Precedent 42Section 12.05 Statements Required in Certificate or Opinion 42Section 12.06 Rules by Trustee and Agents 43Section 12.07 No Personal Liability of Directors, Officers, Employees and Shareholders 43Section 12.08 Governing Law 43Section 12.09 Waiver of Jury Trial 43Section 12.10 Force Majeure 43Section 12.11 No Adverse Interpretation of Other Agreements 43Section 12.12 Successors 43Section 12.13 Severability 43Section 12.14 Counterpart Originals 43Section 12.15 Table of Contents, Headings, etc. 43Section 12.16 Facsimile and PDF Delivery of Signature Pages 44Section 12.17 U.S.A. PATRIOT Act 44Section 12.18 Payments Due on Non-Business Days 44Section 12.19 Consent to Jurisdiction and Service 44Section 12.20 Accounting Provisions 44

-iii-

Appendix A Provisions Relating to Initial Notes and PIK Notes

Exhibit A Form Note

-iv-

INDENTURE, dated as of [●], 2016, between Paragon Offshore plc, a public limited company incorporated under the laws of England andWales (together with any successor obligor to its obligations under this Indenture and the Notes pursuant to Article 5, the “ Company”) and U.S. Bank NationalAssociation, as Trustee, Paying Agent and Transfer Agent.

W I T N E S S E T H

WHEREAS, the Company has been authorized to create and issue $60,000,000 aggregate principal amount of Senior Notes due 2021 (the “InitialNotes”) pursuant to the Joint Chapter 11 Plan of the Company and its affiliated debtors;

NOW, THEREFORE, the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of theHolders of the Notes.

ARTICLE 1

DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions. “ AccountingChange” means any change in GAAP.

“ Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirectcommon control with such specified Person. For the purposes of this definition, “ control,” as used with respect to any Person, means the possession, directly orindirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, byagreement or otherwise. For purposes of this definition, the terms “ controlling,” “ controlledby” and “ undercommoncontrolwith” have correlative meanings.

“ Agent” means any Registrar, Paying Agent or Transfer Agent.

“ BankruptcyLaw” means Title 11, U.S. Code, as amended, or any similar federal, state or foreign law for the relief of debtors.

“ BaselinePrice” means $1.50 per Parent Ordinary Share, subject to adjustment for any sub-division of shares or consolidation of shares of theParent Ordinary Shares.

“ BoardofDirectors” means:

(1) with respect to a corporation, the Board of Directors of the corporation or any committee thereof duly authorized to act on behalf ofsuch Board of Directors;

(2) with respect to a partnership, the Board of Directors of the general partner of the partnership;

(3) with respect to a limited liability company, the managing member or members or any controlling committee of managing membersthereof; and

(4) with respect to any other Person, the board or committee of such Person serving a similar function.

“ BusinessDay” means each day that is not a Saturday, Sunday or other day on which banking institutions in New York, New York or anotherplace of payment are authorized or required by law to close.

“ CapitalStock” means:

(1) in the case of a corporation, corporate stock;

(2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (howeverdesignated) of corporate stock;

(3) in the case of a partnership or limited liability company, partnership interests (whether general or limited) or membership interests,respectively;

(4) in the case of certain companies formed or incorporated under the laws of a jurisdiction other than one in the United States (includingthe Cayman Islands), shares; and

(5) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions ofassets of, the issuing Person,

but excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right ofparticipation with Capital Stock.

“ ChangeofControl” means any “person” (as such term is used in the Exchange Act) or related persons constituting a “group” (as such term isused in the Exchange Act) is or becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of the CapitalStock of the Company (or other securities convertible into such Capital Stock) representing the majority of the combined voting power of all outstanding CapitalStock (other than Capital Stock having such power only by reason of the happening of a contingency) of the Company entitled to vote in the election of the Boardof Directors of the Company. Notwithstanding the foregoing, a transaction will not be deemed to involve a Change of Control if (I)(a) the Company becomes adirect or indirect Wholly-Owned Subsidiary of a Person or directly or indirectly sells, transfers, conveys or otherwise disposes of all or substantially all of theproperties or assets of the Company and its Subsidiaries, taken as a whole, to such Person or a Wholly-Owned Subsidiary thereof and (b) the holders of the VotingStock of such Person immediately following that transaction are substantially the same as the holders of the Company’s Voting Stock immediately prior to thattransaction or (II) such transaction constitutes a redomestication.

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

“c ontinuing” means, with respect to any Default or Event of Default, that such Default or Event of Default has not been cured or waived.

“ CorporateTrustOfficeoftheTrustee” shall be at the address of the Trustee specified in Section 12.02 or such other address as to which theTrustee may give notice to the Holders and the Company.

“ Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“ Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ DailyVWAP” means for each Trading Day the per share volume-weighted average price as displayed under the heading “Bloomberg VWAP”on Bloomberg page “[ ]” (or its equivalent successor if such page is not available) in respect of the period from the scheduled open of trading until the scheduledclose of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable, the market value of one share of theParent Ordinary Shares on such Trading Day determined, using a volume-weighted average method, by a nationally recognized independent investment bankingfirm retained for this purpose by the Company). The “Daily VWAP” shall be determined without regard to after-hours trading or any other trading outside of theregular trading session trading hours.

-2-

“ DefinitiveNote” means a certificated Initial Note or PIK Note that does not include the Global Notes Legend.

“ Depositary” means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 as theDepositary with respect to the Notes, and any and all successors thereto appointed as Depositary hereunder and having become such pursuant to the applicableprovision of this Indenture.

“ DTC” means the Depository Trust Company.

“ EquityInterests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that isconvertible into, or exchangeable for, Capital Stock).

“ ExchangeAct” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder.

“ GAAP” means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the AccountingPrinciples Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or insuch other statements, opinions or pronouncements by such other entity as have been approved by a significant segment of the U.S. accounting profession, whichare in effect from time to time.

“ Holder” means a Person in whose name a Note is registered on the Registrar’s books.

“ Indenture” means this Indenture, as amended or supplemented from time to time.

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

“ InterestPaymentDate” means June 30 and December 31 of each year to the Stated Maturity of the Notes.

“ IssueDate” means the date on which the Initial Notes are issued under this Indenture.

“ Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, hypothecation, charge, security interest orencumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale orother title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement togive any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction, other than a precautionary financing statement inrespect of a lease not intended as a security agreement; provided that in no event shall an operating lease be deemed to constitute a Lien.

-3-

“ Notes” means the Initial Notes and more particularly means any Note authenticated and delivered under this Indenture. For all purposes of thisIndenture, the term “Notes” shall also include any PIK Notes and Notes to be issued or authenticated upon transfer, replacement or exchange of Notes.

” ObservationPeriod” means, as to any Interest Payment Date, the 30 day period following the 31st day prior to an applicable Interest PaymentDate.

“ Officer” means, with respect to any Person, the Chairman of the Board of Directors, any other Directors, the Chief Executive Officer, thePresident, the Chief Financial Officer, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, any Assistant Treasurer, the Secretaryor any Assistant Secretary of such Person or, in the event that such Person is a partnership or a limited liability company that has no such officers, a person dulyauthorized by the general partner, managers, members or a similar body to act on behalf of such Person.

“ Officer’sCertificate” means a certificate signed by an Officer of the Company.

“ OpinionofCounsel” means a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be anemployee of or counsel to the Company or any Subsidiary of the Company.

“ ParentOrdinaryShares” means the ordinary shares, nominal value $0.01 per share, of the Company.

“ PermittedForeignJurisdiction” means each of the Cayman Islands, Bermuda, Switzerland, the United Kingdom, the Kingdom of theNetherlands, the Grand Duchy of Luxembourg, Ireland, Barbados, the British Virgin Islands, Cyprus or Gibraltar, any other member country of the EuropeanUnion, or any territory of any of the foregoing, as determined in good faith by the Board of Directors of the Company.

“ Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization,limited liability company or government or other entity.

“ PIKNotes” means additional Notes issued under this Indenture issued on the Interest Payment Date in connection with any interest paymentwith respect to the Notes made by increasing the outstanding principal amount of the Notes or by issuing additional Notes.

” POSTradingPrice” means the mean average of the Trading Prices for each of the Trading Days occurring during the Observation Period.

“ RecordDate” means for the interest payable on any applicable Interest Payment Date the June 15 or December 15 (whether or not a BusinessDay) next preceding such Interest Payment Date.

“ ResponsibleOfficer” means, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee havingdirect responsibility for the administration of this Indenture, or any other officer to whom any corporate trust matter is referred because of such officer’s knowledgeof and familiarity with the particular subject.

“ SEC” means the U.S. Securities and Exchange Commission or any successor thereto.

“ SecuritiesAct” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder.

-4-

“ StatedMaturity” means, with respect to any series of indebtedness, the date on which the final payment of principal was scheduled to be paidin the documentation governing such indebtedness as of the date of incurrence thereof (or any later date agreed to by the parties after such date of Incurrence), andwill not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the paymentthereof.

“ Subsidiary” means, with respect to any specified Person:

(1) any corporation, association or other business entity (other than a partnership or limited liability company) of which more than 50% ofthe total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency and after giving effect to any votingagreement or stockholders’ agreement that effectively transfers voting power) to vote in the election of directors, managers or trustees of the corporation,association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of thatPerson (or a combination thereof); or

(2) any partnership (whether general or limited) or limited liability company of which (a) the sole general partner or member of which issuch Person or a Subsidiary of such Person, or (b) if there is more than a single general partner or member, either (x) the only managing general partnersor managing members of which are such Person or one or more Subsidiaries of such Person (or any combination thereof) or (y) more than 50% of thecapital accounts, distribution rights, total equity and voting interests or general and limited partnership interests, as applicable, are owned or controlled,directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof, whether in the form of membership,general, special or limited partnership interests or otherwise.

“ TIA” or “TrustIndentureAct”means the Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC promulgatedthereunder.

“ TradingDay” means a day on which (i) trading in the Parent Ordinary Shares generally occurs on The New York Stock Exchange or, if theParent Ordinary Shares is not then listed on The New York Stock Exchange, on the principal other U.S. national or regional securities exchange on which theParent Ordinary Shares are then listed or, if the Parent Ordinary Shares are not then listed on a U.S. national or regional securities exchange, on the principal othermarket on which the Parent Ordinary Shares are then traded and (ii) a Daily VWAP for the Parent Ordinary Shares is available on such securities exchange ormarket; provided that if the Parent Ordinary Shares are not so listed or traded, “Trading Day” means a Business Day.

“ TradingPrice” means with respect to the Parent Ordinary Shares on a Trading Day, the Daily VWAP, or, if the Parent Ordinary Shares are notlisted on the New York Stock Exchange or a U.S. national or regional securities exchange on a Trading Day or a Daily VWAP for the Parent Ordinary Shares is notavailable on such securities exchange or market, the average of the reported closing bid and asked prices of such security on such date in the over-the-countermarket or comparable system as shown by a system of automated dissemination of quotations of securities prices then in common use comparable to the NationalAssociation of Securities Dealers, Inc. Automated Quotations System; provided, however, that if no such sales price or bid and asked prices have been quotedduring the Observation Period, then “Trading Price” means the value of such Parent Ordinary Shares as determined reasonably and in good faith by the Board ofDirectors of the Company.

“ Trustee” means U.S. Bank National Association, as trustee, until a successor replaces it in accordance with the applicable provisions of thisIndenture and thereafter means the successor serving hereunder.

-5-

“ VotingStock” of any specified Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election ofthe Board of Directors of such Person.

“ Wholly-OwnedSubsidiary” of a Person means a Subsidiary, all of the Equity Interests of which (other than directors’ qualifying shares orshares that are required by the applicable laws and regulations of the jurisdiction of organization of such Subsidiary to be owned by the government of suchjurisdiction or individual corporate citizens of such jurisdiction) are owned by such Person or another Wholly-Owned Subsidiary of such Person.

Section 1.02 Other Definitions. Term Defined in Section“ AgentMembers” 2.1(c) of Appendix A“ AlternateOffer” 4.08(f)“ AuthenticationOrder” 2.02(c)“ ChangeofControlOffer” 4.08(a)“ ChangeofControlPayment” 4.08(a)“ ChangeofControlPurchaseDate” 4.08(a)“ Clearstream” 1.1(a) of Appendix A“ CovenantDefeasance” 8.03“ Euroclear” 1.1(a) of Appendix A“ EventofDefault” 6.01“ GlobalNote” 2.1(b) of Appendix A“ GlobalNotesLegend” 2.2(e) of Appendix A“ InitialGlobalNote” 2.1(b) of Appendix A“ LegalDefeasance” 8.01(a)“ NoteRegister” 2.03(a)“ PaymentDefault” 6.01“ PayingAgent” 2.03(a)“ PDF” 12.16“ PIKGlobalNote” 2.1(b) of Appendix A“ Registrar” 2.03(a)“ SuccessorCompany” 5.01(a)“ TransferAgent” 2.03(a) Section 1.03 Rules of Construction. Unless the context otherwise requires:

(1) a term defined in Section 1.01 or 1.02 has the meaning assigned to it therein, and a term used herein that is defined in the TrustIndenture Act, either directly or by reference therein, shall have the meaning assigned to it therein;

(2) subject to Section 12.20, an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(3) “or” is not exclusive;

(4) words in the singular include the plural, and words in the plural include the singular;

(5) provisions apply to successive events and transactions;

-6-

(6) unless the context otherwise requires, any reference to an “Appendix,” “Article,” “Section,” “clause,” “Schedule” or “Exhibit” refersto an Appendix, Article, Section, clause, Schedule or Exhibit, as the case may be, of this Indenture;

(7) the words “herein,” “hereof” and other words of similar import refer to this Indenture as a whole and not any particular Article,Section, clause or other subdivision;

(8) “including” means including without limitation;

(9) references to sections of, or rules under, the Securities Act, the Exchange Act or the Trust Indenture Act shall be deemed to includesubstitute, replacement or successor sections or rules adopted by the SEC from time to time;

(10) unless otherwise provided, references to agreements and other instruments shall be deemed to include all amendments and othermodifications to such agreements or instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of thisIndenture; and

(11) in the event that a transaction meets the criteria of more than one category of permitted transactions or listed exceptions, theCompany may classify, divide or reclassify such transaction as it, in its sole discretion, determines.

Section 1.04 Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the Trust Indenture Act as applicable tothis Indenture, the provision is incorporated by reference in and made a part of this Indenture.

The following Trust Indenture Act terms used in this Indenture have the following meanings:

“ indenturetobemade” means this Indenture;

“ obligor” means the Company and any successor obligor upon the Notes.

All other terms used in this Indenture that are defined by the Trust Indenture Act, defined by Trust Indenture Act reference to another statute ordefined by SEC rule under the Trust Indenture Act have the meanings so assigned to them.

Section 1.05 Acts of Holders. Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given ortaken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by an agent dulyappointed in writing. Except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments or record or both aredelivered to the Trustee and, where it is hereby expressly required, to the Company. Proof of execution of any such instrument or of a writing appointing any suchagent, or the holding by any Person of a Note, shall be sufficient for any purpose of this Indenture and (subject to Section 7.01) conclusive in favor of the Trusteeand the Company if made in the manner provided in this Section 1.05.

(b) The fact and date of the execution by any Person of any such instrument or writing may be proved (1) by the affidavit of a witness ofsuch execution or by the certificate of any notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signingsuch instrument or writing acknowledged to him the execution thereof or (2) in any other manner deemed reasonably sufficient by the Trustee. Where suchexecution is by or on behalf of any legal entity other than an individual, such certificate or affidavit shall also constitute proof of the authority of the Personexecuting the same. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved inany other manner that the Trustee deems sufficient.

-7-

(c) The ownership of Notes shall be proved by the Note Register.

(d) Any request, demand, authorization, direction, notice, consent, waiver or other action by the Holder of any Note shall bind every futureHolder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anyaction taken, suffered or omitted by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Note.

(e) The Company may set a record date for purposes of determining the identity of Holders entitled to make, give or take any request,demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, or to vote on or consent to any action authorized orpermitted to be taken by Holders; providedthat the Company may not set a record date for, and the provisions of this clause shall not apply with respect to, thegiving or making of any notice, declaration, request or direction referred to in clause (f) below. Unless otherwise specified, if not set by the Company prior to thefirst solicitation of a Holder made by any Person in respect of any such action, or in the case of any such vote, prior to such vote, any such record date shall be thelater of 30 days prior to the first solicitation of such consent or vote or the date of the most recent list of Holders furnished to the Trustee prior to such solicitationor vote. If any record date is set pursuant to this clause (e), the Holders on such record date, and only such Holders, shall be entitled to make, give or take suchrequest, demand, authorization, direction, notice, consent, waiver or other action (including revocation of any action), whether or not such Holders remain Holdersafter such record date; providedthat no such action shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date byHolders of the requisite principal amount of Notes, or each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant tothis clause, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be givento the Trustee in writing and to each Holder in the manner set forth in Section 12.02.

(f) The Trustee may set any day as a record date for the purpose of determining the Holders entitled to join in the giving or making of (1)any notice of default under Section 6.01, (2) any declaration of acceleration referred to in Section 6.02, (3) any direction referred to in Section 6.05 or (4) anyrequest to pursue a remedy as permitted in Section 6.06. If any record date is set pursuant to this clause, the Holders on such record date, and no other Holders,shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; providedthat no suchaction shall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Notesor each affected Holder, as applicable, on such record date. Promptly after any record date is set pursuant to this clause, the Trustee, at the Company’s expense,shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company and to each Holder in themanner set forth in Section 12.02.

(g) Without limiting the foregoing, a Holder entitled to take any action hereunder with regard to any particular Note may do so with regardto all or any part of the principal amount of such Note or by one or more duly appointed agents, each of which may do so pursuant to such appointment with regardto all or any part of such principal amount. Any notice given or action taken by a Holder or its agents with regard to different parts of such principal amountpursuant to this clause shall have the same effect as if given or taken by separate Holders of each such different part.

-8-

(h) Without limiting the generality of the foregoing, a Holder, including a Depositary that is the Holder of a Global Note, may make, giveor take, by a proxy or proxies duly appointed in writing, any request, demand, authorization, direction, notice, consent, waiver or other action provided in thisIndenture to be made, given or taken by Holders, and a Depositary that is the Holder of a Global Note may provide its proxy or proxies to the beneficial owners ofinterests in any such Global Note through such Depositary’s standing instructions and customary practices.

(i) The Company may fix a record date for the purpose of determining the Persons who are beneficial owners of interests in any GlobalNote held by a Depositary entitled under the procedures of such Depositary, if any, to make, give or take, by a proxy or proxies duly appointed in writing, anyrequest, demand, authorization, direction, notice, consent, waiver or other action provided in this Indenture to be made, given or taken by Holders; providedthat ifsuch a record date is fixed, only the beneficial owners of interests in such Global Note on such record date or their duly appointed proxy or proxies shall be entitledto make, give or take such request, demand, authorization, direction, notice, consent, waiver or other action, whether or not such beneficial owners remainbeneficial owners of interests in such Global Note after such record date. No such request, demand, authorization, direction, notice, consent, waiver or other actionshall be effective hereunder unless made, given or taken on or prior to the applicable Expiration Date.

(j) With respect to any record date set pursuant to this Section 1.05, the party hereto that sets such record date may designate any day asthe “ ExpirationDate” and from time to time may change the Expiration Date to any earlier or later day; providedthat no such change shall be effective unlessnotice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Notes in the manner set forth in Section 12.02, on orprior to both the existing and the new Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section 1.05, theparty hereto which set such record date shall be deemed to have initially designated the 90th day after such record date as the Expiration Date with respect thereto,subject to its right to change the Expiration Date as provided in this clause (j).

ARTICLE 2

THE NOTES

Section 2.01 Form and Dating; Terms. Provisions relating to the Initial Notes and any other Notes issued under this Indenture are set forth in Appendix A,which is hereby incorporated in and expressly made a part of this Indenture. The Notes and the Trustee’s certificate of authentication shall each be substantially inthe form of Exhibit A hereto, which is hereby incorporated in and expressly made a part of this Indenture. The Notes may have notations, legends or endorsementsrequired by law, rules or agreements with national securities exchanges to which the Company is subject, if any, or usage ( providedthat any such notation, legendor endorsement is in a form acceptable to the Company). Each Note shall be dated the date of its authentication. The Notes shall be in denominations of $1.00 andintegral multiples of $1.00 in excess thereof.

(b) The aggregate principal amount of Notes that may be authenticated and delivered under this Indenture is unlimited.

The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture, and the Company andthe Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent anyprovision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

-9-

The Notes shall be redeemable as provided in Article 3.

PIK Notes ranking paripassuwith the Initial Notes may be created and issued from time to time by the Company without notice to or consent ofthe Holders and shall be consolidated with and form a single class with the Initial Notes and shall have the same terms as to status, redemption or otherwise (otherthan Issue Date, the first Interest Payment Date and the first date from which interest will accrue) as the Initial Notes.

Section 2.02 Execution and Authentication. At least one Officer shall execute the Notes on behalf of the Company by manual or facsimile signature. If anOfficer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid.

(b) A Note shall not be entitled to any benefit under this Indenture or be valid or obligatory for any purpose until authenticatedsubstantially in the form of Exhibit A attached hereto by the manual signature of an authorized signatory of the Trustee. The signature shall be conclusive evidencethat the Note has been duly authenticated and delivered under this Indenture.

(c) On the Issue Date, the Trustee shall, upon receipt of a written order of the Company signed by an Officer (an “ AuthenticationOrder”), authenticate and deliver the Initial Notes. In addition, at any time and from time to time, the Trustee shall, upon receipt of an Authentication Order, authenticateand deliver any PIK Notes in an aggregate principal amount specified in such Authentication Order for such PIK Notes issued hereunder.

(d) The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent mayauthenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. Anauthenticating agent has the same rights as an Agent to deal with Holders, the Company or an Affiliate of the Company.

(e) The Trustee shall authenticate and make available for delivery upon a written order of the Company signed by one Officer of theCompany (a) Initial Notes for original issue on the Issue Date in an aggregate principal amount of $60,000,000, (b) subject to the terms of this Indenture, PIK Notesand (c) any other Global Notes issued in exchange for any of the foregoing in accordance with this Indenture. Such order shall specify the amount of the Notes tobe authenticated, the date on which the original issue of Notes is to be authenticated and whether the Notes are to be Initial Notes or PIK Notes or Notes issued inexchange therefor.

Section 2.03 Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer (“TransferAgent”) or for exchange (“ Registrar”) and at least one office or agency where Notes may be presented for payment (“ PayingAgent”). The Registrarshall keep a register of the Notes (“ NoteRegister”) and of their transfer and exchange. The Company may appoint one or more co-registrars, one or moreadditional paying agents and one or more additional transfer agents. The term “ Registrar” includes any co-registrar, the term “ PayingAgent” includes anyadditional paying agent and the term “ TransferAgent” includes any additional transfer agent. The Company may change any Paying Agent or Registrar withoutprior notice to any Holder. The Company shall notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Companyfails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as PayingAgent or Registrar.

(b) The Company initially appoints DTC to act as Depositary with respect to the Global Notes. The Company initially appoints theTrustee to act as Paying Agent and Registrar for the Notes and to act as Custodian with respect to the Global Notes.

-10-

Section 2.04 Paying Agent to Hold Money in Trust. The Company shall, no later than 11:00 a.m. (New York City time) on each due date for the payment ofprincipal and interest on any of the Notes, deposit with a Paying Agent a sum sufficient to pay such amount, such sum to be held in trust for the Holders entitled tothe same, and (unless such Paying Agent is the Trustee) the Company shall promptly notify the Trustee of its action or failure so to act. The Company shall requireeach Paying Agent other than the Trustee to agree in writing that such Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held bysuch Paying Agent for the payment of principal, premium and interest on the Notes, and shall notify the Trustee of any default by the Company in making any suchpayment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time mayrequire a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, a Paying Agent shall have no further liability for the money. If the Company or a Subsidiary acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it asPaying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names andaddresses of all Holders and shall otherwise comply with Trust Indenture Act Section 312(b). If the Trustee is not the Registrar, the Company shall furnish to theTrustee at least two Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as ofsuch date as the Trustee may reasonably require of the names and addresses of the Holders, and the Company shall otherwise comply with Trust Indenture ActSection 312(a).

Section 2.06 Transfer and Exchange. The Notes shall be issued in registered form and shall be transferable only upon the surrender of a Note for registrationof transfer and in compliance with Appendix A.

(b) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes andDefinitive Notes upon receipt of an Authentication Order in accordance with Section 2.02 or at the Registrar’s request.

(c) No service charge shall be imposed in connection with any registration of transfer or exchange (other than pursuant to Section 2.07),but the Holders shall be required to pay any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes orsimilar governmental charge payable upon exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.08 and 9.05).

(d) All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes shallbe the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notessurrendered upon such registration of transfer or exchange.

(e) Neither the Company nor the Registrar shall be required (1) to issue, to register the transfer of or to exchange any Note during a periodbeginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 and ending at the close of business on theday of selection, (2) to register the transfer of or to exchange any Note so selected for redemption, or tendered for repurchase (and not withdrawn) in connectionwith a Change of Control Offer, in whole or in part, except the unredeemed or unpurchased portion of any Note being redeemed or repurchased in part or (3) toregister the transfer of or to exchange any Note between a Record Date and the next succeeding Interest Payment Date.

-11-

(f) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat thePerson in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, and (subject tothe Record Date provisions of the Notes) interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected bynotice to the contrary.

(g) Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 4.02, theCompany shall execute, and the Trustee shall authenticate and mail, in the name of the designated transferee or transferees, one or more replacement Notes of anyauthorized denomination or denominations of a like aggregate principal amount.

(h) At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination or denominations of a likeaggregate principal amount upon surrender of the Notes to be exchanged at such office or agency. Whenever any Global Notes or Definitive Notes are sosurrendered for exchange, the Company shall execute, and the Trustee shall authenticate and mail, the replacement Global Notes and Definitive Notes which theHolder making the exchange is entitled to in accordance with the provisions of Appendix A.

(i) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect aregistration of transfer or exchange may be submitted by mail or by facsimile or electronic transmission.

Section 2.07 Replacement Notes. If a mutilated Note is surrendered to the Trustee or if a Holder claims that its Note has been lost, destroyed or wrongfullytaken and the Trustee receives evidence to its satisfaction of the ownership and loss, destruction or theft of such Note, the Company shall issue and the Trustee,upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee’s requirements are otherwise met. If required by the Trustee or theCompany, an indemnity bond must be provided by the Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, theTrustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge the Holder for theexpenses of the Company and the Trustee in replacing a Note. Every replacement Note is a contractual obligation of the Company and shall be entitled to all of thebenefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Notwithstanding the foregoing provisions of this Section 2.07, incase any mutilated, lost, destroyed or wrongfully taken Note has become or is about to become due and payable, the Company in its discretion may, instead ofissuing a new Note, pay such Note.

Section 2.08 Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, thosedelivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with the provisions hereof, and thosedescribed in this Section 2.08 as not outstanding. Except as set forth in Section 2.09, a Note does not cease to be outstanding because the Company or an Affiliateof the Company holds the Note.

(b) If a Note is replaced pursuant to Section 2.07, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that thereplaced Note is held by a protected purchaser, as such term is defined in Section 8-303 of the Uniform Commercial Code in effect in the State of New York.

(c) If the principal amount of any Note is considered paid under Section 4.01, it ceases to be outstanding and interest on it ceases to accruefrom and after the date of such payment.

(d) If a Paying Agent (other than the Company, a Subsidiary or an Affiliate of any thereof) holds, on the maturity date, any redemptiondate or any date of purchase pursuant to a Change of Control Offer, money sufficient to pay Notes payable or to be redeemed or purchased on that date, then on andafter that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest.

-12-

Section 2.09 Treasury Notes. In determining whether the Holders of the requisite principal amount of Notes have concurred in any direction, waiver orconsent, Notes beneficially owned by the Company, or by any Affiliate of the Company, shall be considered as though not outstanding, except that for the purposesof determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that a Responsible Officer of the Trusteeknows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to thesatisfaction of the Trustee the pledgee’s right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company orany obligor upon the Notes or any Affiliate of the Company or of such other obligor.

Section 2.10 Temporary Notes. Until definitive Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an AuthenticationOrder, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of definitive Notes but may have variations that the Companyconsiders appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and theTrustee shall authenticate definitive Notes in exchange for temporary Notes. Holders and beneficial holders, as the case may be, of temporary Notes shall beentitled to all of the benefits accorded to Holders, or beneficial holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to theTrustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee or, at the direction of the Trustee, the Registrar or the PayingAgent and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall destroy cancelledNotes in accordance with its customary procedures (subject to the record retention requirement of the Exchange Act). Certification of the destruction of allcancelled Notes shall, upon the written request of the Company, be delivered to the Company. The Company may not issue new Notes to replace Notes that it haspaid or that have been delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus,to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate providedin the Notes and in Section 4.01. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the dateof the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paidin respect of such defaulted interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such moneywhen deposited to be held in trust for the benefit of the Persons entitled to such defaulted interest as provided in this Section 2.12. The Trustee shall fix or cause tobe fixed each such special record date and payment date; providedthat no such special record date shall be less than ten days prior to the related payment date forsuch defaulted interest. The Trustee shall promptly notify the Company of such special record date. At least 15 days before the special record date, the Company(or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or deliver by electronic transmission inaccordance with the applicable procedures of the Depositary, or cause to be mailed or delivered by electronic transmission in accordance with the applicableprocedures of the Depositary to each Holder a notice that states the special record date, the related payment date and the amount of such interest to be paid.

(b) Subject to the foregoing provisions of this Section 2.12 and for greater certainty, each Note delivered under this Indenture uponregistration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue interest, which werecarried by such other Note.

-13-

Section 2.13 CUSIP and ISIN Numbers.

The Company in issuing the Notes may use CUSIP or ISIN numbers (if then generally in use) and, if so, the Trustee shall use CUSIP or ISINnumbers in notices of redemption or exchange or in Offers to Purchase as a convenience to Holders; providedthat any such notice may state that no representationis made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption or Change of Control Offer and thatreliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or exchange shall not be affected by any defect in oromission of such numbers. The Company shall as promptly as practicable notify the Trustee in writing of any change in the CUSIP or ISIN numbers.

ARTICLE 3

REDEMPTION

Section 3.01 Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.07, it shall furnish to the Trustee, at least two Business Daysbefore notice of redemption is required to be mailed or caused to be mailed to Holders pursuant to Section 3.03 (unless a shorter notice shall be agreed to by theTrustee) setting forth (1) the Section of this Indenture pursuant to which the redemption shall occur, (2) the redemption date and (3) the principal amount of theNotes to be redeemed.

Section 3.02 Selection of Notes to Be Redeemed or Purchased. If less than all of the Notes of a series are to be redeemed pursuant to Section 3.07 orpurchased, the Trustee shall select the Notes of that series to be redeemed or purchased (1) if the Notes are listed on any national securities exchange, in compliancewith the requirements of the principal national securities exchange on which the Notes are listed or (2) if the Notes are not so listed, on a proratabasis (or, in thecase of Notes issued as Global Notes, based on a method as the Depositary or its nominee or successor may require, or where such nominee or successor is theTrustee, a method that most nearly approximates prorataselection as the Trustee deems fair and appropriate) unless otherwise required by law.

(b) The Trustee shall promptly notify the Company in writing of the Notes selected for redemption or purchase and, in the case of anyNote selected for partial redemption or purchase, the principal amount thereof to be redeemed or purchased. Notes and portions of Notes selected shall be inamounts of $1.00 or integral multiples of $1.00; providedthat no Notes of $2,000 in principal amount or less shall be redeemed in part. Except as provided in thepreceding sentence, provisions of this Indenture that apply to Notes called for redemption or purchase also apply to portions of Notes called for redemption orpurchase.

(c) After the redemption date or purchase date, upon surrender of a Note to be redeemed or purchased in part only, a new Note or Notes inprincipal amount equal to the unredeemed or unpurchased portion of the original Note, representing the same indebtedness to the extent not redeemed or notpurchased, shall be issued in the name of the Holder of the Notes upon cancellation of the original Note (or appropriate book entries shall be made to reflect suchpartial redemption).

Section 3.03 Notice of Redemption. The Company shall mail or deliver by electronic transmission in accordance with the applicable procedures of theDepositary, or cause to be mailed (or delivered by electronic transmission in accordance with the applicable procedures of the Depositary) notices of redemption ofNotes not less than one Business Day before the redemption date to each Holder whose Notes are to be redeemed pursuant to this Article at such Holder’sregistered address or otherwise in accordance with the applicable procedures of the Depositary. Notices of redemption may be conditional.

-14-

(b) The notice shall identify the Notes to be redeemed (including CUSIP and ISIN number, if applicable) and shall state:

(1) the redemption date;

(2) the redemption price, including the portion thereof representing any accrued and unpaid interest;

(3) if any Note is to be redeemed in part only, the portion of the principal amount of that Note that is to be redeemed;

(4) the name and address of the Paying Agent;

(5) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price;

(6) that, unless the Company defaults in making such redemption payment or the Paying Agent is prohibited from making such paymentpursuant to the terms of this Indenture, interest on Notes called for redemption ceases to accrue on and after the redemption date;

(7) the Section of this Indenture pursuant to which the Notes called for redemption are being redeemed;

(8) any condition to the redemption; and

(9) that no representation is made as to the correctness or accuracy of the CUSIP or ISIN number, if any, listed in such notice or printed onthe Notes.

(c) At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at the Company’s expense;providedthat the Company shall have delivered to the Trustee, at least two Business Days before notice of redemption is required to be sent or caused to be sent toHolders pursuant to this Section 3.03 (unless a shorter notice shall be agreed to by the Trustee), an Officer’s Certificate requesting that the Trustee give such noticeand setting forth the information to be stated in such notice as provided in Section 3.03(b).

Section 3.04 Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03, Notes called for redemption becomeirrevocably due and payable (subject to the provisions of the next succeeding sentence) on the redemption date at the redemption price. Notice of any redemptionmay, at the Company’s discretion, be subject to one or more conditions precedent. The notice, if mailed or delivered by electronic transmission in a manner hereinprovided, shall be conclusively presumed to have been given, whether or not the Holder receives such notice. In any case, failure to give such notice or any defectin the notice to the Holder of any Note designated for redemption in whole or in part shall not affect the validity of the proceedings for the redemption of any otherNote. Subject to Section 3.05, on and after the redemption date, interest ceases to accrue on Notes or portions of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price. No later than 11:00 a.m. (New York City time) on the redemption or purchase date (or such latertime as such date to which the Trustee may reasonably agree), the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay theredemption or purchase price of and accrued and unpaid interest on all Notes to be redeemed or purchased on that date. If a Note is redeemed or purchased on orafter a Record Date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Holder of record on such RecordDate. The Paying Agent shall promptly mail to each Holder whose Notes are to be redeemed or repurchased the applicable redemption or purchase price thereofand accrued and unpaid interest thereon. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or thePaying Agent by the Company in excess of the amounts necessary to pay the redemption or purchase price of, and accrued and unpaid interest on, all Notes to beredeemed or purchased.

-15-

(b) If the Company complies with the provisions of Section 3.05(a), on and after the redemption or purchase date, interest shall cease toaccrue on the Notes or the portions of Notes called for redemption, whether or not such Notes are presented for payment, and the Holders of such Notes shall haveno further rights with respect to such Notes except for the right to receive the redemption or purchase price of, and accrued interests, if any, on such Notes uponsurrender of such Notes. If a Note is redeemed or purchased on or after a Record Date but on or prior to the related Interest Payment Date, then any accrued andunpaid interest to the redemption or purchase date in respect of such Note will be paid on such redemption or purchase date to the Person in whose name such Noteis registered at the close of business on such Record Date. If any Note called for redemption or purchase shall not be so paid upon surrender for redemption orpurchase because of the failure of the Company to comply with Section 3.05(a), interest shall be paid on the unpaid principal, from the redemption or purchase dateuntil such principal is paid, and, to the extent lawful, on any interest accrued to the redemption or purchase date not paid on such unpaid principal, in each case atthe rate provided in the Notes and in Section 4.01.

Section 3.06 Notes Redeemed or Purchased in Part. Upon surrender of a Note that is redeemed or purchased in part, the Company shall issue and, uponreceipt of an Authentication Order, the Trustee shall promptly authenticate and mail to the Holder (or cause to be transferred by book entry) at the expense of theCompany a new Note equal in principal amount to the unredeemed or unpurchased portion of the Note surrendered representing the same indebtedness to the extentnot redeemed or purchased; providedthat each new Note shall be in a principal amount of $2,000 or an integral multiple of $1.00 in excess thereof. It isunderstood that, notwithstanding anything in this Indenture to the contrary, only an Authentication Order and not an Opinion of Counsel or Officer’s Certificate isrequired for the Trustee to authenticate such new Note.

Section 3.07 Optional Redemption. At any time, the Company may on any one or more occasions redeem all or a part of the Notes, upon notice pursuant toSection 3.03, at a redemption price equal to 100% of the principal amount thereof, and accrued and unpaid interest, if any, to the date of redemption.

-16-

Section 3.08 Mandatory Redemption. The Company will not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

Section 3.09 Purchase of Notes. The Company or any Affiliate of the Company may, subject to applicable law, at any time purchase or otherwise acquireNotes in the open market or by private agreement. Any such acquisition shall not operate as or be deemed for any purpose to be a redemption of the indebtednessrepresented by such Notes. Any Notes purchased or acquired by the Company or an Affiliate may be delivered to the Trustee and, upon such delivery, theindebtedness represented thereby shall be deemed to be satisfied. Section 2.11 shall apply to all Notes so delivered.

ARTICLE 4

COVENANTS

Section 4.01 Payment of Notes. The Company will pay, or cause to be paid, the principal, and interest on the Notes on the dates and in the manner providedin the Notes. Principal and interest shall be considered paid on the date due if the Paying Agent, if other than the Company or a Subsidiary, holds as of 11:00 a.m.(New York City) time, on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay the principal,premium, if any, and interest then due.

(b) The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal atthe rate equal to the cash interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any BankruptcyLaw) on overdue installments of interest (without regard to any applicable grace period) at the same rate to the extent lawful.

Section 4.02 Maintenance of Office or Agency. The Company shall maintain an office or agency (which may be an office of the Trustee or an Affiliate ofthe Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or upon theCompany in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change inthe location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee withthe address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee.

The Company may also from time to time designate additional offices or agencies where the Notes may be presented or surrendered for any or allsuch purposes and may from time to time rescind such designations. The Company shall give prompt written notice to the Trustee of any such designation orrescission and of any change in the location of any such other office or agency.

The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance withSection 2.03.

Section 4.03 Taxes

The Company shall pay prior to delinquency, all taxes, assessments and governmental levies except (a) such as are being contested in good faithand by appropriate negotiations or proceedings or (b) where the failure to effect such payment would not have a material adverse effect upon the financialcondition, business or results of operations of the Company and its Subsidiaries taken as a whole.

-17-

Section 4.04 Stay, Extension and Usury Laws. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon,plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter inforce, that may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives allbenefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein grantedto the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted.

Section 4.05 Corporate Existence. Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force andeffect (1) its existence in accordance with its organizational documents (as the same may be amended from time to time) of the Company and (2) the material rights(charter and statutory), licenses and franchises of the Company; providedthat the Company shall not be required to preserve any such right, license or franchise, orif the Company in good faith shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries,taken as a whole.

Section 4.06 Compliance Certificate. The Company will deliver to the Trustee, within 120 days after the end of each fiscal year ending after the Issue Date, acertificate from the principal executive officer, principal financial officer or principal accounting officer stating that a review of the activities of the Company andits Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company haskept, observed, performed and fulfilled their obligations under this Indenture, and further stating, as to such Officer signing such certificate, that to the best of his orher knowledge, the Company has kept, observed, performed and fulfilled each and every condition and covenant contained in this Indenture and is not in default inthe performance or observance of any of the terms, provisions, covenants and conditions of this Indenture (or, if a Default or Event of Default shall have occurred,describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respectthereto).

(b) When any Default or Event of Default has occurred and is continuing under this Indenture, the Company will promptly (which shall bewithin ten Business Days following the date on which the Company becomes aware of such Default or Event of Default or receives notice of such Default or Eventof Default) send to the Trustee a notice specifying such Default or Event of Default, its status and what action the Company is taking or proposes to take withrespect thereof.

Section 4.07 Authorization of Shares.

If in the Company’s business judgment it is commercially reasonable to do so, on or before January 1, 2019, the Company will proposeappropriate resolutions to obtain shareholders’ approval to permit the issuance of a sufficient number of additional Parent Ordinary Shares to pay three (3) years ofinterest payments in the form of Parent Ordinary Shares.

Section 4.08 Offer to Repurchase Upon Change of Control . If a Change of Control occurs, each Holder will have the right to require the Company torepurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of that Holder’s Notes pursuant to an offer (a “ ChangeofControlOffer”) on the terms set forth in this Indenture. In the Change of Control Offer, the Company will offer a payment in cash (the “ ChangeofControlPayment”)equal to 100% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase,which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed or delivered, as applicable (the “ ChangeofControlPurchaseDate”), subject to the rights of Holders on a Record Date to receive interest due on the Change of Control Purchase Date. Within 30 days following any Change ofControl, the Company will send a notice of such Change of Control Offer to each Holder or otherwise deliver notice in accordance with the applicable proceduresof the Depositary, in each case, with a copy to the Trustee, with the following information:

-18-

(1) that a Change of Control Offer is being made pursuant to this Section 4.08, and that all Notes properly tendered pursuant to suchChange of Control Offer will be accepted by the Company;

(2) the purchase price and the Change of Control Purchase Date;

(3) that any Note not properly tendered will remain outstanding and continue to accrue interest;

(4) that, unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to theChange of Control Offer will cease to accrue interest on the Change of Control Purchase Date;

(5) that Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender such Notes,with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent specified in the notice at theaddress specified in the notice prior to the close of business on the third Business Day preceding the Change of Control Purchase Date;

(6) that Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes;providedthat the Paying Agent receives, not later than the expiration of the Change of Control Offer, a facsimile, transmission or letter setting forth thename of the Holder, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and itselection to have such Notes purchased;

(7) if such notice is delivered prior to the occurrence of a Change of Control, stating that the Change of Control Offer is conditional uponthe occurrence of such Change of Control; and

(8) the other instructions, as determined by the Company, consistent with this Section 4.08, that a Holder must follow.

The notice, if mailed or otherwise delivered in a manner herein provided, shall be conclusively presumed to have been given, whether or not the Holderreceives such notice. If (A) the notice is mailed in a manner herein provided and (B) any Holder fails to receive such notice or a Holder receives such notice but itis defective, such Holder’s failure to receive such notice or such defect shall not affect the validity of the purchase of the Notes from all other Holders that properlyreceived such notice without defect.

(b) Promptly following the expiration of the Change of Control Offer on the Change of Control Purchase Date, the Company will, to theextent lawful, (1) accept for payment all Notes or portions of Notes (in integral multiples of $1,000) properly tendered and not withdrawn pursuant to the Change ofControl Offer, providedthat if, following repurchase of a portion of a Note, the remaining principal amount of such Note outstanding immediately after suchrepurchase would be less than $2,000, then the portion of such Note so repurchased shall be reduced so that the remaining principal amount of such Noteoutstanding immediately after such repurchase is $2,000; (2) deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respectof all Notes or portions of Notes properly tendered and not withdrawn and (3) deliver or cause to be delivered to the Trustee for cancellation the Notes properlyaccepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Company in accordancewith this Section 4.08;

-19-

(c) Payment of the Change of Control Payment for a Note properly tendered and not withdrawn prior to the expiration of the Change ofControl Offer is conditioned upon delivery of such Note (together with necessary endorsements) to the Paying Agent (whether prior to, on or after the Change ofControl Purchase Date), which delivery may be in book-entry form in accordance with the procedures of the Depositary for Global Notes. The Change of ControlPayment for such Note will be made promptly following the later of the Business Day following the Change of Control Purchase Date or the time of delivery ofsuch Note.

(d) In the event that the Company makes a Change of Control Payment, the Paying Agent will promptly mail (or otherwise deliver inaccordance with the applicable procedures of the Depositary) to each Holder of Notes properly tendered and not withdrawn the Change of Control Payment forsuch Notes (or if all Notes are then in global form, make such payment through the facilities of Depositary), and the Trustee will promptly authenticate and mail (orotherwise deliver in accordance with the applicable procedures of the Depositary) (or cause to be transferred by book entry) to each Holder a new Note of theapplicable series equal in principal amount to any unpurchased portion of the Notes of such series surrendered, if any; provided,however, that each new Note ofsuch series will be in a principal amount of $2,000 or an integral multiple of $1,000 in excess of $2,000.

(e) If the Change of Control Purchase Date is on or after a Record Date and on or before the related Interest Payment Date, any accruedand unpaid interest to the Change of Control Purchase Date will be paid on the Change of Control Purchase Date to the Person in whose name a Note is registeredat the close of business on such Record Date.

(f) The Company will not be required to make a Change of Control Offer with respect to a series of Notes upon a Change of Control if (1)a third party makes the Change of Control Offer with respect to such series in the manner, at the times and otherwise in compliance with the requirements set forthin this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes properly tendered and not withdrawn under the Change ofControl Offer, (2) notice of redemption with respect to such series has been given pursuant to this Indenture pursuant to Sections 3.03 and 3.07, unless and untilthere is a default in payment of the applicable redemption price or (3) in connection with or in contemplation of any Change of Control, the Company has made anoffer to purchase (an “ AlternateOffer”) any and all Notes of such series validly tendered at a cash price equal to or higher than the Change of Control Paymentand has purchased all Notes properly tendered in accordance with the terms of the Alternate Offer. Notwithstanding anything to the contrary contained herein, aChange of Control Offer may be made in advance of a Change of Control, conditioned upon the consummation of such Change of Control, if a definitive agreementis in place for the Change of Control at the time the Change of Control Offer is made.

(g) In the event that not less than 90% of the aggregate principal amount of the Notes are properly tendered and not withdrawn under aChange of Control Offer and the Company, or any third party making a Change of Control Offer in lieu of the Company as described above, purchases all of suchNotes of such series, the Company will have the right, upon not less than 30 nor more than 60 days’ prior notice, given not more than 30 days following the Changeof Control Purchase Date to redeem all of the Notes that remain outstanding following such purchase at a redemption price equal to the Change of Control Paymentplus, to the extent not included in the Change of Control Payment, accrued and unpaid interest on the Notes of such series that remain outstanding, to the date ofredemption.

-20-

(h) The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulationsthereunder to the extent those requirements, laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of this Indenture, the Company will complywith the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of under thisIndenture by virtue of such compliance.

(i) The Change of Control provisions described in this Section 4.08 that require the Company to make a Change of Control Offerfollowing a Change of Control may be waived, amended or modified with respect to that series with the written consent of the Holders of a majority in principalamount of the Notes of such series then outstanding.

(j) Other than as specifically provided in this Section 4.08, any purchase pursuant to this Section 4.08 shall be made pursuant to theprovisions of Sections 3.05 and 3.06.

ARTICLE 5

SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All Assets. The Company will not: (1) consolidate or merge with or into or wind up into another Person(whether or not the Company is the surviving Person), or (2) directly or indirectly sell, assign, transfer, convey, lease or otherwise dispose of all or substantially allof the properties or assets of the Company and its Subsidiaries, taken as a whole, in one or more related transactions, to another Person, unless:

(1) (a) in the case of a consolidation, merger or winding up, the Company is the resulting or surviving Person or (b) the resultingor surviving Person (if other than the Company) of any such consolidation, merger or winding up or the Person to which such sale, assignment, transfer,conveyance, lease or other disposition has been made (the “ SuccessorCompany”) is (i) an entity organized or existing under the laws of the UnitedStates, any state of the United States or the District of Columbia (and, if such entity is not a corporation, a co-obligor of the Notes is a corporationorganized or existing under any such laws) or (ii) an entity organized or existing under the laws of a Permitted Foreign Jurisdiction;

(2) the Successor Company (if other than the Company) expressly assumes all the obligations of the Company under the Notesand this Indenture pursuant to a supplemental indenture or other agreements in form reasonably satisfactory to the Trustee;

(3) the Company shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that suchconsolidation, merger or disposition and such supplemental indenture (if any) comply with this Indenture.

(b) This Section 5.01 does not apply to any sale, assignment, transfer, conveyance, lease or other disposition of properties or assetsbetween or among the Company and its Subsidiaries.

Section 5.02 Successor Entity Substituted. Upon any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of allor substantially all of the properties or assets of the Company in accordance with Section 5.01, the Successor Company shall succeed to, and be substituted for, andmay exercise every right and power of, the Company under this Indenture and the Notes with the same effect as if such Successor Company had been named as theCompany in this Indenture, and thereafter, the Company will be relieved of all obligations and covenants under this Indenture and the Notes; providedthat, in thecase of a lease of all or substantially all of its assets, the Company will not be released from the obligation to pay the principal of and interest on the Notes.

-21-

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.01 Events of Default and Remedies. Each of the following is an “ EventofDefault” with respect to the Notes:

(1) default for 30 days in the payment when due of interest on the applicable series of Notes;

(2) default in the payment when due (at maturity, upon redemption or otherwise) of the principal of the of Notes;

(3) failure by the Company to comply with the provisions described under Section 5.01; or to consummate a purchase of Notes whenrequired pursuant to Section 4.08;

(4) failure by the Company for 120 days after notice to the Company by the Trustee or the Holders of 25% in aggregate principal amountof the applicable series of Notes then outstanding voting as a single class to comply with the provisions described under Section 4.06;

(5) failure by the Company for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principalamount of the applicable series of Notes then outstanding voting as a single class to comply with any of the other agreements in this Indenture; (includingthe provisions described under Section 4.08 to the extent not described in clause (3) of this Section 6.01(a);

(6) default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced anyindebtedness for money borrowed by the Company, whether such indebtedness now exists or is created after the Issue Date, if that default:

(A) is caused by a failure to pay principal of, premium or interest, if any, on such indebtedness after giving effect to theexpiration of the grace period provided in such indebtedness on the date of such default (a “ PaymentDefault”); or

(B) results in the acceleration of such indebtedness prior to its Stated Maturity;

and, in each case, the principal amount of any such indebtedness, together with the principal amount of any other such indebtedness under which there hasbeen a Payment Default or the maturity of which has been so accelerated, aggregates $60.0 million or more; provided, however, that if any such PaymentDefault is cured or waived or any such acceleration rescinded, or such indebtedness is repaid and the Notes have not been accelerated, such Event ofDefault shall be automatically rescinded, so long as such rescission does not conflict with any judgment or decree; and

(7) (i) the Company pursuant to or within the meaning of any Bankruptcy Law:

(A) commences proceedings to be adjudicated bankrupt or insolvent;

-22-

(B) consents to the institution of bankruptcy or insolvency proceedings against it, or the filing by it of a petition or answer orconsent seeking an arrangement of debt, reorganization, dissolution, winding up or relief under applicable Bankruptcy Law;

(C) consents to the appointment of a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator orother similar official of it or for all or substantially all of its property;

(D) makes a general assignment for the benefit of its creditors; or

(E) admits in writing that it generally is not paying its debts as they become due and payable; or

(ii) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A) is for relief against the Company, in a proceeding in which the Company is to be adjudicated bankrupt or insolvent;

(B) appoints a receiver, interim receiver, receiver and manager, liquidator, assignee, trustee, sequestrator or other similar officialof the Company for all or substantially all of the property of the Company;

(C) orders the liquidation, dissolution or winding up of the Company;

and the order or decree remains unstayed and in effect for 60 consecutive days.

Section 6.02 Acceleration. If an Event of Default (other than an Event of Default described in clause (7) of Section 6.01) occurs and is continuing, theTrustee by written notice to the Company, specifying the Event of Default, or the Holders of at least 25% in aggregate principal amount of the then outstandingapplicable series of Notes by notice to the Company and the Trustee, may, and the Trustee at the request of such Holders shall, declare the principal and accruedand unpaid interest, if any, on all the Notes to be due and payable. Upon such declaration, such principal and accrued and unpaid interest, if any, will be due andpayable.

The Trustee shall have no obligation to accelerate the applicable series of Notes if and so long as a committee of its Responsible Officers, in good faith, determinesacceleration is not in the best interest of the Holders. The Trustee shall not be charged with knowledge of any Default or Event of Default with respect to theapplicable series of Notes unless a written notice of such Default or Event of Default shall have been given to an officer of the Trustee with direct responsibility forthe administration of the Indenture and the applicable series of Notes, by the Company or any Holder of the applicable series of Notes.

(b) In case an Event of Default described in clause (7) of Section 6.01 occurs and is continuing, the principal of, premium, if any, andaccrued and unpaid interest, if any, on all the applicable series of Notes will become and be immediately due and payable without any declaration or other act onthe part of the Trustee or any Holders.

(c) In the event of a declaration of acceleration of the applicable series of Notes because an Event of Default described in clause (6) ofSection 6.01 has occurred and is continuing, the declaration of acceleration of the Notes shall be automatically annulled if:

-23-

(1) the default triggering such Event of Default pursuant to clause (6) of Section 6.01 shall be remedied or cured by the Company or aSubsidiary or waived by the holders of the relevant indebtedness within 20 days after the declaration of acceleration with respect thereto; and

(2) (A) the annulment of the acceleration of the applicable series of Notes would not conflict with any judgment or decree of a court ofcompetent jurisdiction and (B) all existing Events of Default, except nonpayment of principal, premium, if any, or interest on the Notes that became duesolely because of the acceleration of the applicable series of Notes, have been cured or waived.

(d) The Holders of a majority in principal amount of the outstanding applicable series of Notes may waive all past Events of Default(except with respect to nonpayment of principal, premium or interest) and rescind any acceleration with respect to the applicable series of Notes and itsconsequences if (1) such rescission would not conflict with any judgment or decree of a court of competent jurisdiction, (2) all existing Events of Default, otherthan the nonpayment of the principal of, premium, if any, and interest on the applicable series of Notes that have become due solely by such declaration ofacceleration, have been cured or waived and (3) there had been paid to or deposited with the Trustee a sum sufficient to pay all amounts due to the Trustee and toreimburse the Trustee for any and all fees, expenses and disbursements advanced by the Trustee, its agents and its counsel incurred in connection with suchDefault.

Section 6.03 Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment ofprincipal, premium, if any, and interest on the applicable series of Notes or to enforce the performance of any provision of the applicable series of Notes or thisIndenture.

The Trustee may maintain a proceeding even if it does not possess any of the applicable series of Notes or does not produce any of them in theproceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair theright or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults. The Holders of a majority in aggregate principal amount of the then outstanding applicable series of Notes by writtennotice to the Trustee may, on behalf of the Holders of all of the applicable series of Notes, waive any existing Default and its consequences hereunder, except:

(1) a continuing Default in the payment of the principal, premium, if any, or interest on any Note held by a non-consenting Holder; and

(2) a Default with respect to a provision that under Section 9.02 cannot be amended without the consent of each Holder affected,

providedthat, subject to Section 6.02, the Holders of a majority in principal amount of the then outstanding applicable series of Notes may rescind an accelerationand its consequences, including any related payment default that resulted from such acceleration. Upon any such waiver, such Default shall cease to exist, and anyEvent of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture, but no such waiver shall extend to any subsequent orother Default or impair any right consequent thereon.

-24-

Section 6.05 Control by Majority. The Holders of a majority in principal amount of the outstanding applicable series of Notes may direct the time, methodand place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trusteemay refuse to follow any direction that conflicts with law, this Indenture or the Notes or that the Trustee determines in good faith is unduly prejudicial to the rightsof any other Holder or that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits. Subject to Section 6.07, no Holder may pursue any remedy with respect to this Indenture or the Notes unless:

(1) such Holder has previously given the Trustee written notice that an Event of Default is continuing;

(2) Holders of at least 25% in aggregate principal amount of the then outstanding applicable series of Notes make a written request to theTrustee to pursue the remedy;

(3) such Holder or Holders offer and, if requested, provide to the Trustee security or indemnity satisfactory to the Trustee against any loss,liability or expense;

(4) the Trustee does not comply with such request within 60 days after receipt of the request and the offer of security or indemnity; and

(5) during such 60-day period, the Holders of a majority in aggregate principal amount of the then outstanding Notes do not give theTrustee a direction inconsistent with such request.

A Holder may not use this Indenture to prejudice the rights of another Holder or to obtain a preference or priority over another Holder.

-25-

Section 6.07 Rights of Holders to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder to receive payment ofprincipal and interest on its Note, on or after the respective due dates expressed or provided for in such Note, or to bring suit for the enforcement of any suchpayment on or after such respective dates, shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee. If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recoverjudgment in its own name and as trustee of an express trust against the Company and any other obligor on the Notes for the whole amount of principal and interestremaining unpaid on the Notes, together with interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to coverthe costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel.

Section 6.09 Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under thisIndenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and inevery such case, subject to any determination in such proceedings, the Company, the Trustee and the Holders shall be restored severally and respectively to theirformer positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding has been instituted.

Section 6.10 Trustee May File Proofs of Claim. The Trustee may file proofs of claim and other papers or documents as may be necessary or advisable inorder to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents andcounsel) and the Holders of the Notes allowed in any judicial proceedings relative to the Company (or any other obligor upon the Notes), its creditors or itsproperty and is entitled and empowered to participate as a member in any official committee of creditors appointed in such matter and to collect, receive anddistribute any money or other property payable or deliverable on any such claims. Any custodian in any such judicial proceeding is hereby authorized by eachHolder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to theTrustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel, and any otheramounts due the Trustee under Section 7.07. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, itsagents and counsel, and any other amounts due the Trustee under Section 7.07 out of the estate in any such proceeding, shall be denied for any reason, payment ofthe same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may beentitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall bedeemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment orcomposition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.11 Priorities. If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money and property in the followingorder:

(1) to the Trustee and its agents and attorneys for amounts due under Section 7.07, including payment of all reasonable compensation,expenses and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection;

-26-

(2) to Holders for amounts due and unpaid on the Notes for principal and interest ratably, without preference or priority of any kind,according to the amounts due and payable on the Notes for principal and interest, respectively; and

(3) to the Company or to such party as a court of competent jurisdiction shall direct.

The Trustee may fix a record date and payment date for any payment to Holders pursuant to this Section 6.11. Promptly after any record date isset pursuant to this Section 6.11, the Trustee shall cause notice of such record date and payment date to be given to the Company and to each Holder in the mannerset forth in Section 12.02.

Section 6.12 Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for anyaction taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in such suit of an undertaking to pay the costs of thesuit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to themerits and good faith of the claims or defenses made by the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a suit by a Holder pursuant toSection 6.07, or a suit by Holders of more than 10% in aggregate principal amount of the outstanding Notes.

ARTICLE 7

TRUSTEE

Section 7.01 Duties of Trustee. If an Event of Default has occurred and is continuing, the Trustee will exercise such of the rights and powers vested in it bythis Indenture, and use the same degree of care in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’sown affairs.

(b) Except during the continuance of an Event of Default:

(1) the duties of the Trustee shall be determined solely by the express provisions of this Indenture and the Trustee need perform only thoseduties that are specifically set forth in this Indenture and no others, and no implied covenants or obligations shall be read into this Indenture against theTrustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of theopinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, in thecase of any such certificates or opinions which by any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall examinethe certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate theaccuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willfulmisconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section 7.01;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved in a court ofcompetent jurisdiction that the Trustee was negligent in ascertaining the pertinent facts; and

-27-

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction receivedby it pursuant to Section 6.05.

(d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject toparagraphs (a), (b) and (c) of this Section 7.01.

(e) Subject to this Article 7, if an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of therights or powers under this Indenture and the Notes at the request or direction of any of the Holders unless such Holders have offered to the Trustee indemnity orsecurity satisfactory to it in its sole discretion against any loss, liability or expense.

(f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.02 Rights of Trustee. The Trustee may conclusively rely upon any document believed by it to be genuine and to have been signed or presented bythe proper Person. The Trustee need not investigate any fact or matter stated in the document, but the Trustee, in its discretion, may make such further inquiry orinvestigation into such facts or matters as it may see fit, and, if the Trustee shall determine in good faith to make such further inquiry or investigation, it shall beentitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liabilityor additional liability of any kind by reason of such inquiry or investigation.

(b) Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel or both subject to theother provisions of this Indenture. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on such Officer’s Certificate orOpinion of Counsel. The Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of Counsel shall be full and completeauthorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.

(c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent orattorney appointed with due care.

(d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rightsor powers conferred upon it by this Indenture.

(e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficientif signed by an Officer of the Company.

(f) None of the provisions of this Indenture shall require the Trustee to expend or risk its own funds or otherwise to incur any liability,financial or otherwise, in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds forbelieving that repayment of such funds or indemnity satisfactory in its sole discretion to it against such risk or liability is not assured to it.

(g) The Trustee shall not be deemed to have notice or knowledge of any Default or Event of Default unless written notice of any eventwhich is in fact such a Default is received by a Responsible Officer of the Trustee at the Corporate Trust Office of the Trustee, and such notice references theexistence of a Default or Event of Default, the Notes and this Indenture.

-28-

(h) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kindwhatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage andregardless of the form of action.

(i) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to beindemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed toact hereunder.

(j) The Trustee may request that the Company deliver an Officer’s Certificate setting forth the names of individuals or titles of officersauthorized at such time to take specified actions pursuant to this Indenture, which Officer’s Certificate may be signed by any Person authorized to sign an Officer’sCertificate, including any Person specified as so authorized in any such certificate previously delivered and not superseded.

(k) The Trustee shall not be required to give any bond or surety in respect of the performance of its powers and duties hereunder.

(l) The permissive rights of the Trustee enumerated herein shall not be construed as duties.

-29-

Section 7.03 Individual Rights of Trustee. The Trustee or any Agent in its individual or any other capacity may become the owner or pledgee of Notes andmay otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee or such Agent. However, in theevent that the Trustee acquires any conflicting interest within the meaning of Trust Indenture Act Section 310(b) it must eliminate such conflict within 90 days,apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections7.10 and 7.11.

Section 7.04 Trustee’s Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture orthe Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes or any money paid to the Company or upon the Company’s directionunder any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and itshall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuantto this Indenture other than its certificate of authentication on the Notes.

Section 7.05 Notice of Defaults. If a Default occurs and is continuing and is known to the Trustee, the Trustee will mail to each Holder a notice of theDefault within 90 days after it occurs. Except in the case of an Event of Default specified in clauses (1) or (2) of Section 6.01, the Trustee may withhold from theHolders notice of any continuing Default if the Trustee determines in good faith that withholding the notice is in the interest of the Holders.

Section 7.06 Reports by Trustee to Holders of the Notes. Within 60 days after each May 15, beginning with the first May 15 following the date of thisIndenture, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date thatcomplies with Trust Indenture Act Section 313(a) (but if no event described in Trust Indenture Act Section 313(a) has occurred within the twelve months precedingthe reporting date, no report need be transmitted). The Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The Trustee shall also transmit bymail all reports as required by Trust Indenture Act Section 313(c).

(b) A copy of each report at the time of its mailing to the Holders shall be mailed to the Company and filed with each national securitiesexchange on which the Notes are listed in accordance with Trust Indenture Act Section 313(d). The Company shall promptly notify the Trustee in writing in theevent the Notes are listed on any national securities exchange or delisted therefrom.

Section 7.07 Compensation and Indemnity. The Company shall pay to the Trustee from time to time such compensation for its acceptance of this Indentureand services hereunder as the parties shall agree in writing from time to time. The Trustee’s compensation shall not be limited by any law on compensation of atrustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred ormade by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee’sagents and counsel. The Trustee shall provide the Company reasonable notice of any expenditure not in the ordinary course of business.

(b) The Company shall indemnify the Trustee for, and hold each of the Trustee and any predecessor harmless against, any and all loss,damage, claims, liability or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of thistrust and the performance of its duties hereunder (including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07))or defending itself against any claim whether asserted by any Holder or the Company, or liability in connection with the acceptance, exercise or performance of anyof its powers or duties hereunder), except to the extent set forth in the last sentence of this clause (b). The Trustee shall notify the Company promptly of any claimfor which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shalldefend the claim and the Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not(i) pay for any settlement made without the consent of the Company (which consent will not be unreasonably withheld) or (ii) reimburse any expense or indemnifyagainst any loss, liability or expense incurred by the Trustee through the Trustee’s own willful misconduct, negligence or bad faith.

-30-

(c) The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture or the earlierresignation or removal of the Trustee.

(d) To secure payment obligations of the Company in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money orproperty held or collected by the Trustee, except that held in trust to pay principal and interest on the Notes. Such Lien shall survive the satisfaction and dischargeof this Indenture.

(e) When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(7) occurs, the expenses andthe compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under anyBankruptcy Law.

Section 7.08 Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon thesuccessor Trustee’s acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time by giving 30 days’ prior notice ofsuch resignation to the Company and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in aggregate principalamount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if:

(1) the Trustee fails to comply with Section 7.10;

(2) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any BankruptcyLaw;

(3) a receiver or public officer takes charge of the Trustee or its property; or

(4) the Trustee becomes incapable of acting.

(b) If the Trustee resigns or is removed or if a vacancy exists in the office of the Trustee for any reason, the Company shall promptlyappoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in aggregate principal amount of the thenoutstanding Notes may remove the successor Trustee to replace it with another successor Trustee appointed by the Company.

(c) If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee (at theCompany’s expense), the Company or the Holders of at least 10% in aggregate principal amount of the then outstanding Notes may petition any court of competentjurisdiction for the appointment of a successor Trustee.

(d) If the Trustee, after written request by any Holder who has been a Holder for at least six months, fails to comply with Section 7.10,such Holder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

-31-

(e) A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, theresignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under thisIndenture. The successor Trustee shall mail a notice of its succession to the Holders. The retiring Trustee shall promptly transfer all property held by it as Trusteeto the successor Trustee; providedthat all sums owing to the Trustee hereunder have been paid and such transfer shall be subject to the Lien provided for in Section7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company’s obligations under Section 7.07 shall continue for the benefit of theretiring Trustee.

(f) As used in this Section 7.08, the term “Trustee” shall also include each Agent.

Section 7.09 Successor Trustee by Merger, etc .

If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation ornational banking association, the successor corporation or national banking association without any further act shall be the successor Trustee, subject to Section7.10.

Section 7.10 Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation or national banking association organized anddoing business under the laws of the United States or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject tosupervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50.0 million as set forth in its most recentpublished annual report of condition.

(b) This Indenture shall always have a Trustee who satisfies the requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). TheTrustee is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against the Company. The Trustee is subject to Trust Indenture Act Section 311(a), excluding any creditorrelationship listed in Trust Indenture Act Section 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act Section 311(a) to theextent indicated therein.

ARTICLE 8

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance .

The Company may, at any time, pursuant to a resolution of its Board of Directors set forth in an Officers’ Certificate, elect to have either Section8.02 or Section 8.03 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge .

(a) Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.02, the Company shall, subject to thesatisfaction of the conditions set forth in Section 8.04, be deemed to have been discharged from their obligations with respect to the Indenture, all outstandingNotes on the date the conditions set forth below are satisfied (“ LegalDefeasance”). For this purpose, Legal Defeasance means that the Company shall be deemedto have paid and discharged the entire Indebtedness represented by the Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section8.05 and the other Sections of this Indenture referred to in clauses (1) through (4) below, and to have satisfied all of its other obligations under such Notes and thisIndenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), and this Indenture shallcease to be of further effect as to all Notes, except for the following provisions which shall survive until otherwise terminated or discharged hereunder:

-32-

(1) the rights of Holders of outstanding Notes to receive payments in respect of the principal of, and premium, interest or AdditionalAmounts, if any, on such Notes when such payments are due from the trust created pursuant to this Indenture referred to in Section 8.04;

(2) the Company’s obligations with respect to the Notes under Sections 2.03, 2.04, 2.06, 2.07, 2.10 and 4.02;

(3) the rights, powers, trusts, duties and immunities of the Trustee under this Indenture, and the Company’s obligations in connectiontherewith; and

(4) this Section 8.02.

(b) Following the Company’s exercise of its Legal Defeasance option, payment of the Notes may not be accelerated because of an Eventof Default.

(c) Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the priorexercise of its option under Section 8.03.

Section 8.03 Covenant Defeasance .

Upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, the Company shall, subject to the satisfaction ofthe conditions set forth in Section 8.04, be released from their obligations under the covenants contained in Sections 3.09, 4.03 and 4.05, shall be deemed to havebeen discharged from their obligations on and after the date the conditions set forth in Section 8.04 are satisfied (“ CovenantDefeasance”), and the Notes shallthereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) inconnection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Notes shall not bedeemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that the Company or any of its Subsidiaries may omit to comply withand shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any referenceelsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and suchomission to comply shall not constitute a Default or an Event of Default under Section 6.01, but, except as specified above, the remainder of this Indenture andsuch Notes shall be unaffected thereby. In addition, upon the Company’s exercise under Section 8.01 of the option applicable to this Section 8.03, subject to thesatisfaction of the conditions set forth in Section 8.04, an Event of Default specified in Section 6.01(a)(3) that resulted solely from the failure of the Company tocomply with Sections 6.01(a)(4), 6.01(a)(5) (only with respect to covenants that are released as a result of such Covenant Defeasance) and 6.01(a)(6), shall notconstitute an Event of Default.

Section 8.04 Conditions to Legal or Covenant Defeasance .

(a) The following shall be the conditions to the exercise of either the Legal Defeasance option under Section 8.02 or the CovenantDefeasance option under Section 8.03 with respect to the Notes:

-33-

(1) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, in the opinion (except in the case of cash) of a nationallyrecognized investment bank, appraisal firm or firm of independent public accountants selected by the Company, to pay the principal of any interest on theoutstanding Notes on the stated date for payment thereof or on the applicable redemption date, as the case may be, and the Company must specify whetherthe Notes are being defeased to such stated date for payment or to a particular redemption date;

(2) in the case of Legal Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to the Trusteeconfirming that

(A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling, or

(B) since the Issue Date, there has been a change in the applicable federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel will confirm that the Holders of the outstanding Notes will not recognizeincome, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts,in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3) in the case of Covenant Defeasance, the Company must deliver to the Trustee an Opinion of Counsel reasonably acceptable to theTrustee confirming that the Holders of the outstanding Notes will not recognize income, gain or loss for federal income tax purposes as a result of suchCovenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been thecase if such Covenant Defeasance had not occurred;

(4) no Default or Event of Default has occurred and is continuing on the date of such deposit or will occur as a result of such deposit(other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit (and any similar concurrent deposit relatingto other Indebtedness), and the granting of Liens to secure such borrowings);

(5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any materialagreement or instrument (other than this Indenture and the agreements governing any other Indebtedness being defeased, discharged or replaced) to whichthe Company is a party or by which the Company is bound;

(6) the Company must deliver to the Trustee an Officer’s Certificate stating that the deposit was not made by the Company with the intentof preferring the Holders of Notes over the other creditors of the Company or others, with the intent of defeating, hindering, delaying or defrauding anycreditors of the Company or others;

(7) the Company must deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedentrelating to the Legal Defeasance or the Covenant Defeasance have been complied with; and

(8) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes atmaturity or the redemption date, as the case may be (which instructions may be contained in the Officers’ Certificate referred to in clause (7) above).

-34-

Section 8.05 Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions .

(a) Subject to Section 8.06, all money and Government Securities (including the proceeds thereof) deposited with the Trustee (or otherqualifying trustee, collectively for purposes of this Section 8.05 and Section 11.02, the “ Trustee”) pursuant to Section 8.04 in respect of the outstanding Notesshall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through anyPaying Agent (including the Company or any Restricted Subsidiary acting as Paying Agent) as the Trustee may determine, to the Holders of all sums due and tobecome due thereon in respect of principal, premium, if any, and interest on the Notes, but such money need not be segregated from other funds except to the extentrequired by law.

(b) The Company will pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash orGovernment Securities deposited pursuant to Section 8.04 or the principal and interest received in respect thereof other than any such tax, fee or other charge whichby law is for the account of the Holders.

(c) Anything in this Article 8 to the contrary notwithstanding, the Trustee will deliver or pay to the Company from time to time upon therequest of the Company any money or Government Securities held by it as provided in Section 8.04 which, in the opinion of an nationally recognized investmentbank, appraisal firm or firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opiniondelivered under Section 8.04(a)(1)), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance orCovenant Defeasance.

Section 8.06 Repayment to the Company .

Subject to any applicable abandoned property law, any money deposited with the Trustee or any Paying Agent, or then held by the Company, intrust for the payment of the principal, premium, if any, or interest on any Note and remaining unclaimed for two years after such principal, premium, if any, orinterest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and theHolder of such Note shall thereafter look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trustmoney, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being requiredto make any such repayment, may at the expense of the Company cause to be published once, in The New York Times or The Wall Street Journal (nationaledition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification orpublication, any unclaimed balance of such money then remaining shall be repaid to the Company.

-35-

Section 8.07 Reinstatement .If the Trustee or Paying Agent is unable to apply any U.S. dollars or Government Securities in accordance with Section 8.02 orSection 8.03, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting suchapplication, then the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant toSection 8.02 or Section 8.03 until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or Section 8.03, asthe case may be; providedthat, if the Company makes any payment of principal or interest on any Note following the reinstatement of its obligations, the Companyshall be subrogated to the rights of the Holders to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 9

AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders. Notwithstanding Section 9.02, without the consent of any Holder, the Company, and the Trustee may amend orsupplement this Indenture or the Notes:

(1) to cure any ambiguity, omission, defect, omission, mistake or inconsistency;

(2) to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3) to provide for the assumption of the Company’s obligations to Holders of Notes in the case of a merger or consolidation orsale of all or substantially all of the Company’s assets in accordance with Article 5;

(4) to make any change that would provide any additional rights or benefits to the Holders of Notes of such series or that does notadversely affect the legal rights under this Indenture of any Holder in any material respect;

(5) to provide for the issuance of PIK Notes in accordance with this Indenture;

(6) to evidence or provide for the acceptance of appointment under this Indenture of a successor Trustee; provided that thesuccessor Trustee is otherwise qualified and eligible to act as such under the terms of this Indenture; or

(7) to comply with the requirements of the SEC to effect or maintain the qualification of this Indenture under the TIA.

(b) Upon the request of the Company, and upon receipt by the Trustee of the documents described in Section 12.04, the Trustee shall joinwith the Company in the execution of any amended or supplemental indenture authorized or permitted by the terms of Section 9.01(a) and to make any furtherappropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental indenturethat affects its own rights, duties or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders. Except as provided in Section 9.01 and this Section 9.02, the Company and the Trustee may amend or supplementthis Indenture or the Notes with the consent of the Holders of at least a majority in aggregate principal amount of the applicable series of Notes then outstanding(including, without limitation, PIK Notes, if any) voting as a single class (including, without limitation, consents obtained in connection with a purchase of, ortender offer or exchange offer for, the applicable series of Notes)and, subject to Section 6.04 and Section 6.07, any existing Default or Event of Default orcompliance with any provision of this Indenture, or the Notes may be waived with the consent of the Holders of at least a majority in aggregate principal amount ofthe applicable series of Notes then outstanding (including, without limitation, PIK Notes, if any) voting as a single class (including, without limitation, consentsobtained in connection with a purchase of, or tender offer or exchange offer for, Notes). Section 2.08 and Section 2.09 shall determine which Notes are consideredto be “outstanding” for the purposes of this Section 9.02.

-36-

(b) Upon the request of the Company, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of theHolders as aforesaid, and upon receipt by the Trustee of the documents described in Section 12.04, the Trustee shall join with the Company in the execution of suchamended or supplemental indenture unless such amended or supplemental indenture directly affects the Trustee’s own rights, duties or immunities under thisIndenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental indenture.

(c) It shall not be necessary for the consent of the Holders under this Section 9.02 to approve the particular form of any proposedamendment, supplement or waiver. It shall be sufficient if such consent approves the substance of such proposed amendment, supplement or waiver.

(d) After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company will give to the Holders a noticebriefly describing such amendment, supplement or waiver. However, the failure of the Company to give such notice to all the Holders, or any defect in the notice,will not impair or affect the validity of any such amendment, supplement or waiver.

(e) Without the consent of each affected Holder, an amendment, supplement or waiver under this Section 9.02 may not:

(1) reduce the percentage of principal amount of Notes of such series whose Holders must consent to an amendment, supplementor waiver;

(2) waive any payment with respect to the redemption of the Notes; provided, however, that, solely for the avoidance of doubt,and without any other implication, any purchase or repurchase of the Notes of such series (including pursuant to Section 4.08) shall not be deemed aredemption of such Notes;

(3) reduce the rate of or change the time for payment of interest, including default interest, on any Note of such series;

(4) waive a Default or Event of Default in the payment of principal of, interest on, the notes of such series (except as described inSection 6.01 a rescission of acceleration of the Notes of such series by the Holders of at least a majority in aggregate principal amount of the thenoutstanding Notes of such series and a waiver of the payment default that resulted from such acceleration);

(5) make any Note of such series payable in money other than that stated in the Notes of such series;

(6) impair the right of any Holder to receive payment of principal of, or interest on, such Holders’ Notes on or after the due datestherefrom or to institute suit for the enforcement of any payment on, or with respect to, such Holders’ Notes;

-37-

(7) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes ofsuch series to receive payments of principal of, interest on, the Notes (other than waivers permitted by clause (8) below);

(8) waive a redemption or repurchase payment with respect to any Note of such series (other than a payment required by Section4.08);

(9) make any change in Sections 9.01 and 9.02; or

(10) make any change to or modify any provision of this Indenture to affect the ranking of any Note in a manner that wouldadversely affect Holders of the Notes.

A consent to any amendment, supplement or waiver of this Indenture or the Notes by any Holder given in connection with a tender of such Holder’s Noteswill not be rendered invalid by such tender.

Section 9.03 Compliance with Trust Indenture Act. If this Indenture is qualified under the Trust Indenture Act, every amendment or supplement to thisIndenture or the Notes shall be set forth in an amended or supplemental indenture that complies with the Trust Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents. (a) Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is acontinuing consent by the Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder’sNote, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as toits Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplementor waiver becomes effective in accordance with its terms and thereafter binds every Holder.

(b) The Company may, but shall not be obligated to, fix a record date pursuant to Section 1.05 for the purpose of determining the Holdersentitled to consent to any amendment, supplement or waiver.

Section 9.05 Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Notethereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notesthat reflect the amendment, supplement or waiver.

(b) Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement orwaiver.

Section 9.06 Trustee to Sign Amendments, etc .

The Trustee shall sign any amendment, supplement or waiver authorized pursuant to this Article 9 if the amendment, supplement or waiver doesnot adversely affect the rights, duties, liabilities or immunities of the Trustee. In executing any amendment, supplement or waiver, the Trustee shall be entitled toreceive and (subject to Section 7.01) shall be fully protected in relying upon, in addition to the documents required by Section 12.04, an Officer’s Certificate and anOpinion of Counsel, each stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture and that suchamendment, supplement or waiver is the legal, valid and binding obligation of the Company, enforceable against them in accordance with its terms, subject tocustomary exceptions.

-38-

ARTICLE 10

[Reserved.]

ARTICLE 11

SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge .

(a) This Indenture will be discharged and will cease to be of further effect as to all Notes when:

(1) either

Notes that have been authenticated, except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose paymentmoney has been deposited in trust and thereafter repaid to the Company, have been delivered to the Trustee for cancellation; or

all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the giving of a notice ofredemption or otherwise, or will become due and payable within one year or are to be called for redemption within one year under arrangementssatisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and theCompany has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash inU.S. dollars, non-callable Government Securities, or a combination thereof, in amounts as will be sufficient, without consideration of anyreinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not delivered to the Trustee for cancellation for principal of,any interest on the Notes, to the date of maturity or redemption, as the case may be;

(2) in respect of subclause (B) of clause (1) of this Section 11.01, no Default or Event of Default has occurred and is continuingwith respect to the Notes on the date of the deposit or will occur as a result of the deposit (other than a Default or Event of Default resulting from theborrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to securesuch borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any instrument to which the Company is a partyor by which the Company is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effectsuch satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure suchborrowings);

(3) the Company has paid or caused to be paid all sums payable by the Company under this Indenture with respect to the Notes;and

(4) the Company has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of theNotes at maturity or the redemption date, as the case may be.

(b) In addition, the Company shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel (which Opinion of Counselmay be subject to customary assumptions and exclusions) each stating that all conditions precedent to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture, if money shall have been deposited with the Trustee pursuant to subclause (B) of clause (1) ofSection 11.01(a), the provisions of Section 11.02 and Section 8.06 shall survive.

-39-

Section 11.02 Application of Trust Money .

(a) Subject to the provisions of Section 8.06, all money and Government Securities deposited with the Trustee pursuant to Section 11.01shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any PayingAgent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal, premium, if any, andinterest for whose payment such money or Government Securities has been deposited with the Trustee, but such money or Government Securities need not besegregated from other funds except to the extent required by law.

(b) If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 11.01 by reason ofany legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application,the Company’s obligations under this Indenture, the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 11.01; providedthat if the Company has made any payment of principal, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Companyshall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or PayingAgent, as the case may be.

ARTICLE 12

MISCELLANEOUS

Section 12.01 [Reserved] Section 12.02 Notices.

(a) Any notice or communication to the Company or the Trustee is duly given if in writing and (1) delivered in person, (2) mailed by first-class mail (certified or registered, return receipt requested), postage prepaid, or overnight air courier guaranteeing next day delivery or (3) sent by facsimile orelectronic transmission, to its address:

if to the Company:

c/o Paragon Offshore plc3151 Briarpark Drive, Suite 700, Houston, Texas 77042Fax No.: (832) 201-7433Email: [email protected]: Legal Departmentwith a copy to:

Weil, Gotshal & Manges LLP767 Fifth Avenue, New York, NY 10153Fax No: (212) 310-8007Email: [email protected]: Todd R. Chandlerif to the Trustee:U.S. Bank National Association60 Livingston Avenue, St. Paul, MN 55107Fax No: (651) 466-7429Email: [email protected]: administrator of the Paragon Indenture

-40-

The Company or the Trustee, by like notice, may designate additional or different addresses for subsequent notices or communications.

(b) All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered byhand, if personally delivered; on the first date of which publication is made, if by publication; five calendar days after being deposited in the mail, postage prepaid,if mailed by first-class mail; the next Business Day after timely delivery to the courier, if mailed by overnight air courier guaranteeing next day delivery; whenreceipt acknowledged, if sent by facsimile or electronic transmission; providedthat any notice or communication delivered to the Trustee shall be deemed effectiveupon actual receipt thereof.

(c) Any notice or communication to a Holder shall be mailed by first-class mail (certified or registered, return receipt requested) or byovernight air courier guaranteeing next day delivery to its address shown on the Note Register or by such other delivery system as the Trustee agrees to accept. Any notice or communication shall also be so mailed to any Person described in Trust Indenture Act Section 313(c), to the extent required by the Trust IndentureAct. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders.

(d) Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive suchnotice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, butsuch filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

(e) Notwithstanding any other provision herein, where this Indenture provides for notice of any event to any Holder of an interest in aGlobal Note (whether by mail or otherwise), such notice shall be sufficiently given if given to the Depositary for such Note (or its designee), according to theapplicable procedures of such Depositary, if any, prescribed for the giving of such notice.

(f) The Trustee agrees to accept and act upon notice, instructions or directions pursuant to this Indenture sent by unsecured facsimile orelectronic transmission; provided, however, that (1) the party providing such written notice, instructions or directions, subsequent to such transmission of writteninstructions, shall provide the originally executed instructions or directions to the Trustee in a timely manner, and (2) such originally executed notice, instructionsor directions shall be signed by an authorized representative of the party providing such notice, instructions or directions. The Trustee shall not be liable for anylosses, costs or expenses arising directly or indirectly from the Trustee’s reasonable reliance upon and compliance with such notice, instructions or directionsnotwithstanding such notice, instructions or directions conflict or are inconsistent with a subsequent notice, instructions or directions.

(g) If a notice or communication is sent in the manner provided above within the time prescribed, it is duly given, whether or not theaddressee receives it.

-41-

(h) If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time.

Section 12.03 Communication by Holders with Other Holders. Holders may communicate pursuant to Trust Indenture Act Section 312(b) with other Holderswith respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of Trust IndentureAct Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent .Upon any request or application by the Company to the Trustee to take any action underthis Indenture, the Company shall furnish to the Trustee:

(1) an Officer’s Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements setforth in Section 12.05) stating that, in the opinion of the signer(s), all conditions precedent and covenants, if any, provided for in this Indenture relating tothe proposed action have been complied with; and

(2) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements setforth in Section 12.05) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been complied with; providedthat noOpinion of Counsel pursuant to this Section shall be required in connection with the issuance of Notes on the Issue Date.

Section 12.05 Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant providedfor in this Indenture (other than a certificate provided pursuant to Section 4.06 or Trust Indenture Act Section 314(a)(4)) shall include:

(1) a statement that the Person making such certificate or opinion has read such covenant or condition;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinionscontained in such certificate or opinion are based;

(3) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enablehim or her to express an informed opinion as to whether or not such covenant or condition has been complied with (and, in the case of an Opinion ofCounsel, may be limited to reliance on an Officer’s Certificate as to matters of fact); and

(4) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been complied with.

-42-

Section 12.06 Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agentmay make reasonable rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and Shareholders. No past, present or future director, officer, employee, incorporatoror shareholder of the Company, as such, shall have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, inrespect of, or by reason of, such obligations or their creation.

Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of theNotes.

Section 12.08 Governing Law. THIS INDENTURE, THE NOTES AND WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLESTEXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF ORRELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations under thisIndenture arising out of or caused by, directly or indirectly, forces beyond its reasonable control, including without limitation strikes, work stoppages, accidents,acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities,communications or computer (software or hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with acceptedpractices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 12.11 No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement ofthe Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture.

Section 12.12 Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors and assigns. All agreements of theTrustee in this Indenture shall bind its successors and assigns.

Section 12.13 Severability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality andenforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of themtogether represent the same agreement.

Section 12.15 Table of Contents, Headings, etc .

The Table of Contents, Cross-Reference Table and headings of the Articles and Sections of this Indenture have been inserted for convenience ofreference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

-43-

Section 12.16 Facsimile and PDF Delivery of Signature Pages. The exchange of copies of this Indenture and of signature pages by facsimile or portabledocument format (“ PDF”) transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of theoriginal Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

Section 12.17 U.S.A. PATRIOT Act. The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. PATRIOT Act, the Trustee isrequired to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. Theparties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of theU.S.A. PATRIOT Act.

Section 12.18 Payments Due on Non-Business Days. In any case where any Interest Payment Date, redemption date or repurchase date or the StatedMaturity of the Notes shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of principal of, premium, ifany, on or interest on the Notes need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made onthe Interest Payment Date, redemption date or repurchase date, or at the Stated Maturity of the Notes, providedthat no interest will accrue for the period from andafter such Interest Payment Date, redemption date, repurchase date or Stated Maturity, as the case may be.

Section 12.19 Consent to Jurisdiction and Service. The Company hereby irrevocably designates and appoints CT Corporation System as its agent for serviceof process in any suit, action or proceeding with respect to the Notes and for actions brought under the U.S. federal or state securities laws brought in any U.S.federal or state court located in the Borough of Manhattan in the City of New York. In relation to any legal action or proceedings arising out of or in connectionwith this Indenture and the Notes, the Company hereby irrevocably submits to the non-exclusive jurisdiction of the U.S. federal and state courts in the Borough ofManhattan in the City of New York, County and State of New York, United States of America.

To the extent that the Company has or hereafter may acquire any immunity from jurisdiction of any court or from any legal process with respectto itself or its property, to the extent permitted by applicable law, it hereby irrevocably waives such immunity in respect of its obligations under each of thisIndenture and the Notes. In addition, to the extent permitted by applicable law, the Company irrevocably waives and agrees not to assert, by way of motion, as adefense, or otherwise in any such suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of the above-mentioned courts for anyreason whatsoever, that such suit, action or proceeding is brought in an inconvenient forum or that the venue for such suit is improper, or that this Indenture and theNotes or the subject matter hereof or thereof may not be enforced in such courts.

The Company agrees that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictionsby suit on the judgment or in any other manner provided by law. Nothing in this Section 12.19 shall affect the right of the Trustee to serve legal process in anyother manner permitted by law or affect the right of the Trustee to bring any action or proceeding against the Company or its property in the courts of any otherjurisdictions.

Section 12.20 Accounting Provisions. Except as otherwise expressly provided in this Indenture, all terms of an accounting or financial nature shall beconstrued in accordance with GAAP, as in effect from time to time; provided that in the event that any Accounting Change occurs and such change would result ina change in the method of calculation of covenants, standards or terms as determined in good faith by the Company, then at the Company’s election, upon writtennotice of the Company to the Trustee, such covenants, standards or terms shall be calculated prior to giving effect to such Accounting Change as if suchAccounting Change had not occurred.

[ Signaturesonfollowingpage]

PARAGON OFFSHORE PLC,as the Company

By: Name: Title:

-44-

EXHIBIT B

U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Name: Title:

C-2

APPENDIX A

PROVISIONS RELATING TO INITIAL NOTES AND

PIK NOTES

Section 1.1 Definitions .

(a) Capitalized Terms .

Capitalized terms used but not defined in this Appendix A have the meanings given to them in this Indenture. The following capitalized termshave the following meanings:

“ Clearstream” means Clearstream Banking, Société Anonyme, or any successor securities clearing agency.

“ Euroclear” means Euroclear Bank S.A./N.Y., as operator of Euroclear systems Clearance System or any successor securities clearing agency.

(b) Other Definitions .Term: Defined in Section: “ AgentMembers” 2.1(c)“ GlobalNote” 2.1(b)“ GlobalNotesLegend” 2.2(e)“ Initial GlobalNotes” 2.1(b)“ PIK GlobalNotes” 2.1(b)

Section 2.1 Form and Dating.

(a) The Initial Notes issued on the date hereof shall be issued under the Plan pursuant to Section 1145 of the U.S. Bankruptcy Code.

(b) GlobalNotes. in each case without interest coupons and bearing the Global Notes Legend, which shall be deposited on behalf of thepurchasers of the Notes represented thereby with the Custodian, and registered in the name of the Depositary or a nominee of the Depositary, duly executed by theCompany and authenticated by the Trustee as provided in the Indenture (the “ InitialGlobalNotes”). One or more global Notes in definitive, fully registered formwithout interest coupons and bearing the Global Notes Legend may also be issued in connection with payment of PIK Interest (“ PIKGlobalNotes”) andregistered in the name of the Depositary or a nominee of the Depositary, duly executed by the Company and authenticated by the Trustee as provided in thisIndenture. The Initial Global Noe and PIK Global Notes are each referred to herein as a “ GlobalNote” and are collectively referred to herein as “ GlobalNotes.” Each Global Note shall represent such of the outstanding Notes as shall be specified in the “Schedule of Exchanges of Interests in the Global Note” attached theretoand each shall provide that it shall represent the aggregate principal amount of Notes from time to time endorsed thereon and that the aggregate principal amount ofoutstanding Notes represented thereby may from time to time be reduced or increased, as applicable, to reflect exchanges and redemptions. Any endorsement of aGlobal Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by theTrustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 of this Indentureand Section 2.2(c) of this Appendix A.

(c) Book-EntryProvisions. This Section 2.1(c) shall apply only to a Global Note deposited with or on behalf of the Depositary.

The Company shall execute and the Trustee shall, in accordance with this Section 2.1(c) and Section 2.02 of this Indenture and pursuant to anorder of the Company signed by one Officer of the Company, authenticate and deliver initially one or more Global Notes that (i) shall be registered in the name ofthe Depositary for such Global Note or Global Notes or the nominee of such Depositary and (ii) shall be delivered by the Trustee to such Depositary or pursuant tosuch Depositary’s instructions or held by the Trustee as Custodian.

Members of, or participants in, the Depositary (“ AgentMembers”) shall have no rights under the Indenture with respect to any Global Note heldon their behalf by the Depositary or by the Trustee as Custodian or under such Global Note, and the Depositary may be treated by the Company, the Trustee andany agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes whatsoever. Notwithstanding the foregoing, nothing hereinshall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorizationfurnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of such Depositary governing theexercise of the rights of a holder of a beneficial interest in any Global Note.

(d) DefinitiveNotes. Except as provided in Section 2.2 or Section 2.3 of this Appendix A, owners of beneficial interests in Global Notes shallnot be entitled to receive physical delivery of Definitive Notes.

Section 2.2 TransferandExchange.

(a) TransferandExchangeofDefinitiveNotesforDefinitiveNotes. When Definitive Notes are presented to the Registrar with a request:

(i) to register the transfer of such Definitive Notes; or

(ii) to exchange such Definitive Notes for an equal principal amount of Definitive Notes of other authorized denominations,

the Registrar shall register the transfer or make the exchange as requested if its reasonable requirements for such transaction are met; provided, however, that theDefinitive Notes surrendered for transfer or exchange:

shall be duly endorsed or accompanied by a written instrument of transfer in form reasonably satisfactory to the Company and the Registrar, dulyexecuted by the Holder thereof or his attorney duly authorized in writing.

(b) [Reserved.]

(c) TransferandExchangeofGlobalNotes.

(i) The transfer and exchange of Global Notes or beneficial interests therein shall be effected through the Depositary, in accordance with theIndenture (including applicable restrictions on transfer set forth in Section 2.2(d) of this Appendix A, if any) and the procedures of the Depositary therefor. Atransferor of a beneficial interest in a Global Note shall deliver to the Registrar a written order given in accordance with the Depositary’s procedures containinginformation regarding the participant account of the Depositary to be credited with a beneficial interest in such Global Note or another Global Note and suchaccount shall be credited in accordance with such order with a beneficial interest in the applicable Global Note and the account of the Person making the transfershall be debited by an amount equal to the beneficial interest in the Global Note being transferred.

2

(ii) If the proposed transfer is a transfer of a beneficial interest in one Global Note to a beneficial interest in another Global Note, the Registrarshall reflect on its books and records the date and an increase in the principal amount of the Global Note to which such interest is being transferred in an amountequal to the principal amount of the interest to be so transferred, and the Registrar shall reflect on its books and records the date and a corresponding decrease in theprincipal amount of the Global Note from which such interest is being transferred.

(iii) Notwithstanding any other provisions of this Appendix A (other than the provisions set forth in Section 2.3 of this Appendix A), a GlobalNote may not be transferred except as a whole and not in part if the transfer is by the Depositary to a nominee of the Depositary or by a nominee of the Depositaryto the Depositary or another nominee of the Depositary or by the Depositary or any such nominee to a successor Depositary or a nominee of such successorDepositary.

(d) [Reserved.]

(e) Legends.

Each Global Note shall bear the following legend (“ GlobalNotesLegend”):

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEWYORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME ASIS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHERENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FORVALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HASAN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO DTC, TO NOMINEESOF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBALSECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTUREREFERRED TO ON THE REVERSE HEREOF.

(f) CancellationorAdjustmentofGlobalNote. At such time as all beneficial interests in a Global Note have either been exchanged forDefinitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, such Global Note shall be returned by theDepositary to the Trustee for cancellation or retained and canceled by the Trustee. At any time prior to such cancellation, if any beneficial interest in a Global Noteis exchanged for Definitive Notes, transferred in exchange for an interest in another Global Note, redeemed, repurchased or canceled, the principal amount of Notesrepresented by such Global Note shall be reduced and an adjustment shall be made on the books and records of the Registrar (if it is then the Custodian for suchGlobal Note) with respect to such Global Note, by the Registrar or the Custodian, to reflect such reduction.

3

(g) ObligationswithRespecttoTransfersandExchangesofNotes.

(i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate, Definitive Notes and GlobalNotes at the Registrar’s request.

(ii) No service charge shall be imposed in connection with any registration of transfer or exchange, but the Company may require payment of asum sufficient to cover any transfer tax, assessments, or similar governmental charge payable in connection therewith (other than any such transfer taxes,assessments or similar governmental charge payable upon exchanges pursuant to Sections 2.10, 3.06, 3.09 and 9.05 of this Indenture).

(iii) Prior to the due presentation for registration of transfer of any Note, the Company, the Trustee, the Paying Agent or the Registrar may deemand treat the person in whose name a Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal, premium, if any, andinterest on such Note and for all other purposes whatsoever, whether or not such Note is overdue, and none of the Company, the Trustee, the Paying Agent or theRegistrar shall be affected by notice to the contrary.

(iv) All Notes issued upon any transfer or exchange pursuant to the terms of this Indenture shall evidence the same debt and shall be entitled tothe same benefits under this Indenture as the Notes surrendered upon such transfer or exchange.

(h) NoObligationoftheTrustee.

(i) The Trustee shall have no responsibility or obligation to any beneficial owner of a Global Note, a member of, or a participant in theDepositary or any other Person with respect to the accuracy of the records of the Depositary or its nominee or of any participant or member thereof, with respect toany ownership interest in the Notes or with respect to the delivery to any participant, member, beneficial owner or other Person (other than the Depositary) of anynotice (including any notice of redemption or repurchase) or the payment of any amount, under or with respect to such Notes. All notices and communications tobe given to the Holders and all payments to be made to Holders under the Notes shall be given or made only to the registered Holders (which shall be theDepositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Note shall be exercised only through the Depositary subjectto the applicable rules and procedures of the Depositary. The Trustee may rely and shall be fully protected in relying upon information furnished by the Depositarywith respect to its members, participants and any beneficial owners.

(ii) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposedunder this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositaryparticipants, members or beneficial owners in any Global Note) other than to require delivery of such certificates and other documentation or evidence as areexpressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance asto form with the express requirements hereof.

Section 2.3 Definitive Notes .

(a) A Global Note deposited with the Depositary or with the Trustee as Custodian pursuant to Section 2.1 may be transferred to the beneficialowners thereof in the form of Definitive Notes in an aggregate principal amount equal to the principal amount of such Global Note, in exchange for such GlobalNote, only if such transfer complies with Section 2.2 of this Appendix A and (i) the Depositary notifies the Company that it is unwilling or unable to continue as aDepositary for such Global Note or if at any time the Depositary ceases to be a “clearing agency” registered under the Exchange Act and, in each case, a successordepositary is not appointed by the Company within 90 days of such notice or after the Company becomes aware of such cessation or (ii) an Event of Default hasoccurred and is continuing and the Registrar has received a request from the Depositary. In addition, any Affiliate of the Company that is a beneficial owner of allor part of a Global Note may have such Affiliate’s beneficial interest transferred to such Affiliate in the form of a Definitive Note by providing a written request tothe Company and the Trustee and such Opinions of Counsel, certificates or other information as may be required by this Indenture or the Company, the Trustee orthe Depositary.

4

(b) Any Global Note that is transferable to the beneficial owners thereof pursuant to this Section 2.3 shall be surrendered by the Depositary tothe Trustee, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of eachportion of such Global Note, an equal aggregate principal amount of Definitive Notes of authorized denominations. Any portion of a Global Note transferredpursuant to this Section 2.3 shall be executed, authenticated and delivered only in denominations of $1.00 and integral multiples of $1.00 in excess thereof andregistered in such names as the Depositary shall direct.

(c) The registered Holder of a Global Note may grant proxies and otherwise authorize any Person, including Agent Members and Persons thatmay hold interests through Agent Members, to take any action which a Holder is entitled to take under this Indenture or the Notes.

(d) In the event of the occurrence of any of the events specified in Section 2.3(a) of this Appendix A, the Company shall promptly makeavailable to the Trustee a reasonable supply of Definitive Notes in fully registered form without interest coupons.

5

Exhibit A

[FORM OF FACE OF NOTE]

[Insert the Global Notes Legend, if applicable, pursuant to the provisions of the Indenture]

CUSIP [ ]

ISIN [ ]

[GLOBAL] NOTE

Senior Notes due 2021

No. [Up to] 1 [$______________]


promises to pay to [CEDE & CO.] 2 [_______________] or registered assigns the principal sum [set forth on the Schedule of Exchanges of Interests in the GlobalNote attached hereto] 3 [of $_______ (_______ Dollars)] 4 on May 31, 2021.

Interest Payment Dates: June 30 and December 31

Record Dates: June 15 and December 15

1 Include in Global Notes.2 Include in Global Notes3 Include in Global Notes4 Include in Definitive Notes

A-2

IN WITNESS HEREOF, the Company has caused this instrument to be duly executed.

Dated: PARAGON OFFSHORE PLC By: Name: Title:

A-3

CERTIFICATE OF AUTHENTICATION

This is one of the Notes referred to in the within-mentioned Indenture:

U.S. BANK NATIONAL ASSOCIATION, as Trustee By: Authorized Signatory Dated:

A-4

[Reverse Side of Note]

Senior Notes due 2021

Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated.

1. INTEREST. Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales (the “ Company”),promises to pay interest on the principal amount of this Note at the rate per annum set forth below until but excluding maturity. The Company shall pay interestsemi-annually in arrears on June 30 and December 31 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “InterestPaymentDate”). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from andincluding [____________] 5 ; [ providedthat the first Interest Payment Date shall be December 31, 2016] 6 . The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at the cash interest rate onthe Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments ofinterest (without regard to any applicable grace periods) from time to time on demand at the cash interest rate on the Notes to the extent lawful. Interest shall becomputed on the basis of a 360-day year comprised of twelve 30-day months.

With respect to Interest Payment Dates on or prior to December 31, 2018, the Company, may, at its option, elect to pay interest on this Note (i)entirely in cash (“ CashInterest”), (ii) entirely by increasing the principal amount of this Note or by issuing PIK Notes (“ PIKInterest”), (iii) in part as CashInterest and in part as PIK Interest (“ PartialPIKInterest”), in which case it shall designate the percentage of the aggregate principal amount of the outstandingNotes to be paid in Cash Interest (the “ CashDesignatedPercentage”) and the percentage of the aggregate principal amount of the outstanding Notes to be inPartial PIK Interest (the “ PartialPIKDesignatedPercentage”) (it being understood that the sum of such percentages shall equal 100%), or (iv) entirely in ParentOrdinary Shares (“ POSInterest”); provided no election to pay POS Interest shall be permitted or effective if the applicable POS Trading Price would be below theBaseline Price. The Company must elect the form of interest payment, including any designated percentages of Cash Interest and Partial PIK Interest, with respectto each interest period by delivering a notice to the Trustee, no later than 30 days prior to the Interest Payment Date. The Trustee shall promptly deliver acorresponding notice to the Holder of this Note. In the absence of such an election for any interest period, interest on this Note will be payable in the form ofinterest payment for the prior interest period unless such payment would be in POS Interest with respect to a period in which a payment in POS Interest would notbe permitted in which case such payment shall be entirely in PIK Interest. With respect Interest Payment Dates after December 31, 2018, interest on the Notes shallbe paid (1) in cash to the extent permitted by the Amended and Restated Senior Secured Credit Agreement, dated as of [____], among Paragon Offshore PLC, asParent Borrower, Paragon International Finance Company, as Cayman Borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., asadministrative agent (the “ RevolvingCreditAgreement”), (2) to the extent not so permitted to be paid in cash by the Revolving Credit Agreement, as POS Interestprovided the applicable POS Trading Price would be equal to or greater than the Baseline Price and the Company has sufficient authorized shares under it charterto make such payment in accordance with applicable corporate law and (3) to the extent not payable in accordance with the foregoing clauses (1) and (2) of thissentence, as PIK Interest. Notwithstanding anything to the contrary, the payment of accrued interest in connection with any redemption of Notes pursuant to Article3 of the Indenture or in connection with any Change of Control Offer shall be made solely in cash.

5 Insert issue date of Notes.6 Include in Initial Notes only.

A-5

Cash Interest and POS Interest on this Note will accrue at the rate of 12.0% per annum. PIK Interest on this Note will accrue at the rate of 15.0%per annum and be payable by increasing the principal amount of this Note by an amount equal to the amount of PIK Interest for the applicable interest period(rounded up to the nearest whole dollar) (or, if necessary, pursuant to the requirements of the depositary or otherwise, to authenticate new Global Notes executedby the issuer with such increased principal amounts). In the event the Company elects to pay Partial PIK Interest for any interest period, each Holder will beentitled to receive Cash Interest in respect of the Cash Designated Percentage of the principal amount of the Notes held by such Holder on the relevant record dateand PIK Interest in respect of Partial PIK Designated Percentage of the principal amount of the Notes held by such Holder on the relevant record date. Followingan increase in the principal amount of this Note as a result of a payment of PIK Interest, this Note will bear interest on such increased principal amount from andafter the date of such payment of PIK Interest. POS Interest will paid in a number of Parent Ordinary Shares equal to (A) the amount of Cash Interest that wouldhave been payable had the Company elected to make a full Cash Interest payment for such Interest Payment Date divided by (B) the POS Trading Price, providedno fractional shares shall be issued and any fractional shares will be rounded up to the nearest whole share.

2. METHOD OF PAYMENT. The Company shall pay interest on the Notes to the Persons who are registered holders of Notes at theclose of business on the June 15 or December 15 (whether or not a Business Day), as the case may be, immediately preceding the related Interest Payment Date,even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture withrespect to defaulted interest. Principal and Cash Interest on the Notes shall be payable at the office or agency of the Company maintained for such purpose or, atthe option of the Company, payment of Cash Interest may be made by check mailed to the Holders at their respective addresses set forth in the Note Register;providedthat payment by wire transfer of immediately available funds shall be required with respect to principal and Cash Interest on all Global Notes. Suchpayment shall be in such coin or currency of the United States as at the time of payment is legal tender for payment of public and private debts.

If the Company shall pay POS Interest, it shall cause the relevant number of shares to be issued to the Holder entitled to such payment on theInterest Payment Date.

3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National Association Americas, the Trustee under the Indenture, shall actas Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to the Holders. The Company may act in any suchcapacity.

4. INDENTURE. The Company issued the Notes under an Indenture, dated as of [ — ], 2016 (as amended or supplemented from time totime, the “ Indenture”) between Paragon Offshore plc, and the Trustee. This Note is one of a duly authorized issue of Notes of the Company designated as itsSenior Notes due 2021. The Notes and any PIK Notes issued under the Indenture shall be treated as a single class of securities as the applicable series of Notesunder the Indenture. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of such terms. Any term used in this Note that is defined in the Indenture shall have the meaning assigned to it in the Indenture. To the extent any provision of this Note conflictswith the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling.

A-6

5. REDEMPTION AND REPURCHASE. The Notes are subject to optional redemption as further described in the Indenture. TheCompany shall not be required to make mandatory redemption or sinking fund payments with respect to the Notes.

6. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1.00 andintegral multiples of $1.00 in excess thereof. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar andthe Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and Holders shall be required to pay any taxesand fees required by law or by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption ortendered for repurchase in connection with a Change of Control Offer, except for the unredeemed portion of any Note being redeemed or repurchased in part.

7. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes.

8. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture or the Notes may be amended or supplemented as provided in theIndenture.

9. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes are defined in Section 6.01 of the Indenture. Upon theoccurrence of an Event of Default, the rights and obligations of the Company, the Trustee and the Holders shall be as set forth in the applicable provisions of theIndenture.

10. AUTHENTICATION. This Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose untilauthenticated by the manual signature of the Trustee.

11. GOVERNING LAW. THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OFTHE STATE OF NEW YORK.

12. CUSIP AND ISIN NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security IdentificationProcedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP and ISIN numbers in notices ofredemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any noticeof redemption and reliance may be placed only on the other identification numbers placed thereon.

The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture. Requests may be made to theCompany at the following address:

c/o Paragon Offshore plc3151 Briarpark Drive, Suite 700

Houston, Texas 77042Fax No.: (832) 201-7433

Email: [email protected]: Legal Department

A-7

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: (Insert assignee’s legal name)

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: _____________________

Your Signature:

(Sign exactly as your name appears on the faceof this Note)

Signature Guarantee*: __________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-8

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 4.08 of the Indenture, check the appropriate box below:

[ ] Section 4.08

If you want to elect to have only part of this Note purchased by the Company pursuant to Section 4.08 of the Indenture, state the amount youelect to have purchased:

$_______________(integralmultiplesof$1,000,providedthat the unpurchasedportion must be in a minimumprincipal amount of $2,000)

Date: _____________________

Your Signature:

(Sign exactly as your name appears on the faceof this Note)

Tax Identification No.: Signature Guarantee*: __________________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

A-9

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

The initial outstanding principal amount of this Global Note is $__________. The following exchanges of a part of this Global Note for aninterest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, havebeen made:

Date of Exchange

Amount of decreasein Principal Amount of

this Global Note

Amount of increasein Principal

Amount of thisGlobal Note

Principal Amount ofthis Global Notefollowing such

decrease or increase

Signature ofauthorized signatory

of Trustee,Depositary orCustodian

__________________*This schedule should be included only if the Note is issued in global form.

A-10

Exhibit T3E.2UNITED STATES BANKRUPTCY COURT

DISTRICT OF DELAWARE

x : In re : Chapter 11 : PARAGON OFFSHORE PLC, etal., : Case No. 16–10386 (CSS) : : Jointly Administered

Debtors. 1 : x

SUPPLEMENT TO THE DISCLOSURE STATEMENT FORMODIFIED SECOND AMENDED JOINT CHAPTER 11 PLAN OFPARAGON OFFSHORE PLC AND ITS AFFILIATED DEBTORS

WEIL, GOTSHAL & MANGES LLP RICHARDS, LAYTON & FINGER, P.A.Gary T. Holtzer Mark D. Collins (No. 2981)Stephen A. Youngman One Rodney Square767 Fifth Avenue 920 North King StreetNew York, New York 10153 Wilmington, Delaware 19801Telephone: (212) 310-8000 Telephone: (302) 651-7700Facsimile: (212) 310-8007 Facsimile: (302) 651-7701 AttorneysforDebtorsand AttorneysforDebtorsandDebtorsinPossession DebtorsinPossession

Dated: August 16, 2016 Wilmington, Delaware

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Paragon Offshore plc(6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); ParagonOffshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l. (5897); PGN Offshore Drilling(Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); ParagonHolding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.à r.l. (5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing(Switzerland) GmbH (0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd.(6103); Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited (0667); Paragon Holding NCS 2 S.à r.l. (5447); Paragon Leonard Jones LLC (8826);Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors’ mailing address is 3151 Briarpark Drive, Suite 700, Houston,Texas 77042.

SUPPLEMENT TO THE DISCLOSURE STATEMENT, DATED AUGUST 16, 2016

Opportunity to Resubmit Ballots with respect tothe Modified Plan of Reorganization of

PARAGON OFFSHORE PLC, ETAL.

for the holders of outstanding

REVOLVING CREDIT AGREEMENT CLAIMSSENIOR NOTES CLAIMS

THE DEADLINE TO ACCEPT OR REJECT THE MODIFIED PLAN BY SUBMITTINGA BALLOT IS 5:00 P.M., PREVAILING EASTERN TIME ON SEPTEMBER 15, 2016,UNLESS EXTENDED BY THE DEBTORS. THE RECORD DATE FORDETERMINING WHICH HOLDERS OF CLAIMS MAY SUBMIT A VOTE ON THEMODIFIED PLAN IS APRIL 6, 2016 (THE “VOTING RECORD DATE”). HOLDERSWHO DO NOT WISH TO CHANGE THEIR VOTE DO NOT NEED TO SUBMIT ANEW BALLOT. PRIOR VOTES SUBMITTED TO ACCEPT OR REJECT THEPROPOSED PLAN AND NOT MODIFIED BY THE SUBMISSION OF A NEW BALLOTWILL BE TABULATED AS VOTES TO ACCEPT OR REJECT THE MODIFIED PLAN.

RECOMMENDATION BY THE DEBTORSThe Board of Directors of Paragon Offshore plc (“ Paragon Parent ”) and the board of directors, managers,members, or partners, as applicable, of each of its affiliated Debtors (as of the date hereof) have unanimouslyapproved the transactions contemplated by the Modified Plan and recommend that all creditors whose votes arebeing solicited vote to accept the Modified Plan by submitting a Ballot or by foregoing the opportunity tochange their prior Ballot. Holders of 100% in outstanding principal amount of the Revolving Credit AgreementClaims (defined herein) entitled to vote on the Modified Plan (the “ Consenting Revolver Lenders ”) andholders of approximately 68.98% in outstanding principal amount of the Senior Notes Claims (defined herein)(the “ Consenting Noteholders ”) entitled to vote on the Modified Plan have already agreed to support theModified Plan by submitting a ballot to accept, or forgoing the opportunity to submit a Ballot to reject, theModified Plan.

HOLDERS OF CLAIMS SHOULD NOT CONSTRUE THE CONTENTS OF THIS SUPPLEMENT TO THE DISCLOSURE STATEMENT ASPROVIDING ANY LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE AND SHOULD CONSULT WITH THEIR OWN ADVISORS BEFOREVOTING ON THE PLAN.

CERTAIN STATEMENTS CONTAINED IN THIS SUPPLEMENT, INCLUDING STATEMENTS INCORPORATED BY REFERENCE, PROJECTEDFINANCIAL INFORMATION, AND OTHER FORWARD-LOOKING STATEMENTS, ARE BASED ON ESTIMATES AND ASSUMPTIONS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKINGSTATEMENTS ARE PROVIDED IN THIS SUPPLEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE PRIVATESECURITIES LITIGATION REFORM ACT OF 1995 AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS,UNCERTAINTIES, AND RISKS DESCRIBED HEREIN.

FURTHER, READERS ARE CAUTIONED THAT ANY FORWARD-LOOKING STATEMENTS HEREIN ARE BASED ON ASSUMPTIONS THATARE BELIEVED TO BE REASONABLE, BUT ARE SUBJECT TO A WIDE RANGE OF RISKS IDENTIFIED IN THIS SUPPLEMENT AND THEDISCLOSURE STATEMENT. DUE TO THESE UNCERTAINTIES, READERS CANNOT BE ASSURED THAT ANY FORWARD-LOOKINGSTATEMENTS WILL PROVE TO BE CORRECT. THE DEBTORS ARE UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIM ANYOBLIGATION TO) UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION,FUTURE EVENTS, OR OTHERWISE, UNLESS INSTRUCTED TO DO SO BY THE BANKRUPTCY COURT.

HOLDERS OF ALLOWED GENERAL UNSECURED CLAIMS WILL NOT BE IMPAIRED BY THE MODIFIED PLAN AND, AS A RESULT, THERIGHT TO RECEIVE PAYMENT IN FULL ON ACCOUNT OF EXISTING OBLIGATIONS IS NOT ALTERED BY THE MODIFIED PLAN. DURING THE CHAPTER 11 CASES, THE DEBTORS INTEND TO OPERATE THEIR BUSINESSES IN THE ORDINARY COURSE AND WILLSEEK AUTHORIZATION FROM THE BANKRUPTCY COURT TO MAKE PAYMENT IN FULL ON A TIMELY BASIS TO ALL TRADECREDITORS, CUSTOMERS, AND EMPLOYEES OF ALL AMOUNTS DUE PRIOR TO AND DURING THE CHAPTER 11 CASES.

NO INDEPENDENT AUDITOR OR ACCOUNTANT HAS REVIEWED OR APPROVED THE FINANCIAL PROJECTIONS HEREIN. THEDEBTORS HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR ADVICE, OR TO MAKE ANY REPRESENTATION, INCONNECTION WITH THE MODIFIED PLAN OR THIS SUPPLEMENT.

THE STATEMENTS CONTAINED IN THIS SUPPLEMENT ARE MADE AS OF THE DATE HEREOF UNLESS OTHERWISE SPECIFIED. THETERMS OF THE MODIFIED PLAN GOVERN IN THE EVENT OF ANY INCONSISTENCY WITH THE SUMMARIES IN THIS SUPPLEMENT. THE INFORMATION IN THIS SUPPLEMENT IS BEING PROVIDED SOLELY FOR PURPOSES OF VOTING TO ACCEPT OR REJECT THEMODIFIED PLAN OR OBJECTING TO CONFIRMATION. NOTHING IN THIS SUPPLEMENT MAY BE USED BY ANY PARTY FOR ANYOTHER PURPOSE. ALL EXHIBITS TO THE SUPPLEMENT ARE INCORPORATED INTO AND ARE A PART OF THIS SUPPLEMENT AS IFSET FORTH IN FULL HEREIN.

I.BACKGROUND AND MODIFIED PLAN

The Debtors submit this Supplement to the Disclosure Statement (the “ Supplement ”) in connection with the resolicitation of votes on the Modified SecondAmended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors, dated August 15, 2016 (the “ Modified Plan ,” attached hereto as Exhibit A). Capitalized terms used in this Supplement, but not defined herein, have the meanings ascribed to them in the Modified Plan. To the extent any inconsistenciesexist between this Supplement and the Modified Plan, the Modified Plan governs. This Supplement supplements the Disclosure Statement for the SecondAmended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors (the “ Disclosure Statement ”) (Docket No. 319) by describing the keymodifications incorporated in the Modified Plan and providing updates to the financial projections for the Debtors. This Supplement, in conjunction with theDisclosure Statement, is intended to provide parties with adequate information to determine whether to change their votes on the Modified Plan should they chooseto do so.

A. The Chapter 11 Cases

On February 14, 2016 (the “ Petition Date ”), each of the Debtors commenced with this Court a voluntary case under chapter 11 of the Bankruptcy Code. TheDebtors’ chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Rule 1015(b) of the BankruptcyRules. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of theBankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed in these chapter 11 cases. Additional information regarding the circumstances leading to the commencement of these chapter 11 cases and information regarding the Debtors’ business andcapital structure is set forth in the Declaration of Ari Lefkovits in Support of the Debtors’ Chapter 11 Petitions and Related Requests for Relief (Docket No. 17), theDeclaration of James A. Mesterharm in Support of the Debtors’ Chapter 11 Petitions and Related Requests for Relief (Docket No. 18), and in the DisclosureStatement.

B. The Proposed Plan

The Debtors and certain creditors holding approximately 95.62% of the Debtors’ Revolving Credit Agreement Claims and approximately 76.88% of the Debtors’Senior Notes Claims entered into a plan support agreement (the “ Plan Support Agreement ”). Under the terms of the Plan Support Agreement, the ConsentingCreditors (as defined therein) agreed to a deleveraging transaction that would restructure the existing debt obligations of the Debtors in chapter 11 through the JointChapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors (Docket No. 11) (the “ Initial Plan ”) filed on the Petition Date.

On March 24, 2016, the Debtors filed the Amended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors (Docket No. 189) and the ProposedDisclosure Statement for the Amended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors (Docket No. 190).

On April 8, 2016, the Debtors filed the Second Amended Joint Chapter 11 Plan of Paragon Offshore plc and its Affiliated Debtors (Docket No. 241) (the “Proposed Plan ”) and the Disclosure Statement. On April 11, 2016, the Court entered an order approving the Disclosure Statement (the “ Disclosure Statement Order ”) as containing adequate information. Inaccordance with the Disclosure Statement Order, the Debtors solicited votes from the holders of Claims in Class 3 (Revolving Credit Agreement Claims) and Class5 (Senior Notes Claims), the Classes entitled to vote on the Proposed Plan. As set forth in more detail in the materials filed by the Debtors in support ofconfirmation, the Debtors’ two impaired Classes voted overwhelmingly to accept the Proposed Plan, while an additional seven (7) Classes were deemed to acceptthe Proposed Plan. A single constituency, the lenders under the Secured Term Loan Agreement whose loan is reinstated under the Proposed Plan, objected to theProposed Plan, arguing, among other things, that the Debtors’ financial projections (the “ Projections ”) did not include sufficient cushion to account for aprolonged downturn in the commodities markets and, as a result, the Debtors would be unable to achieve their projected contract utilization and dayrate levels. Aconfirmation hearing with respect to the Proposed Plan commenced on June 21, 2016 (the “ Confirmation Hearing ”). During the course of the ConfirmationHearing, both the Debtors and the Secured Term Loan Agent presented evidence and expert testimony regarding the expected performance of the offshore oilfieldservices industry, the commodities markets, and the Debtors’ actual performance compared to the Business Plan in the Disclosure Statement.

C. The Modified Plan

The Projections in the Disclosure Statement represent the Debtors’ business plan. The Debtors submit that the business plan is reasonable and achievable. Toaddress considerations raised during the Confirmation Hearing with respect to the feasibility of the Debtors’ Proposed Plan, the Debtors have prepared an update tothe Projections reflecting actual financial results through June 30, 2016, during which period the Debtors outperformed the business plan, and the impact of certainknown contracting delays. In addition, the Debtors have prepared a downside sensitivity case (the “ Downside Sensitivity ”) to the Projections illustrating theadditional liquidity and financial covenant flexibility required to operate the Debtors’ business if the expected market recovery were to be delayed an additional 12to 18 months (for a total of approximately four (4) years) from what was contemplated under the original projections—including if both dayrates and utilizationrates for the Debtors’ offshore drilling rigs were significantly lower than expected in the business plan. The Debtors together with the Consenting Creditorsnegotiated certain modifications to the Proposed Plan that establish cushions and additional flexibility even in a downside scenario. The resulting changes to thetreatment of the Revolving Credit Agreement Claims and the Senior Notes Claims under the Modified Plan provide the Debtors sufficient additional liquidity andcovenant flexibility to operate through a downturn should one continue well into 2018.

The Restructuring will leave the Debtors’ business intact under Paragon Parent and substantially de-lever it, providing for the reduction of approximately $1.1billion of the Debtors’ existing debt and approximately $60 million of the Debtors’ annual cash interest expense upon the completion of the Restructuring. Thisdeleveraging will enhance the Debtors’ long-term growth prospects and competitive position and allow the Debtors to emerge from their chapter 11 cases (the “Chapter 11 Cases ”) as reorganized entities better positioned to withstand a depressed market for offshore contract drilling.

Below is a summary of the changes to the treatment of the Revolving Credit Agreement Claims and the Senior Notes Claims under the Modified Plan. Greaterdetail on the treatment for all Classes is provided in the Modified Plan.

Treatment of Class 3 (Revolving Credit Agreement Claims) . Exhibit A to the Modified Plan (Modifications to Amended and Restated Credit Agreement)outlines revisions to the covenants under the form of Amended and Restated Credit Agreement filed as Exhibit A to the Amended Supplement to Second AmendedJoint Chapter 11 Plan of Paragon Offshore Plc and Its Affiliated Debtors (Docket No. 470) including

· reducing the requirement to maintain minimum liquidity from $110 million to $103 million, subject to a sixty (60) day grace periods so long asminimum liquidity remains greater than or equal to $88 million; and

2

· delaying the testing of the maximum net leverage ratio and minimum interest coverage ratio until the first quarter of 2019 and thereafter setting a 10%cushion against the downside sensitivity.

Please refer to Exhibit A to the Modified Plan for further details of the modifications to the treatment of Revolving Credit Agreement Claims. The anticipatedapproximate percentage of recovery for holders of Revolving Credit Agreement Claims is 100%. A detailed discussion of the analysis underlying the estimatedrecoveries, including the assumptions underlying such analysis, is set forth in the Valuation Analysis in Section VIII of the Disclosure Statement.

Treatment of Class 5 (Senior Notes Claims) . The Modified Plan changes the treatment of Class 5 (Senior Notes Claims) by

· reducing the Cash payment to be provided to Class 5 (Senior Notes Claims) on the Effective Date from $345 million to $285 million,

· removing the 2016 Deferred Cash Payment and 2017 Deferred Cash Payment from the consideration provided to Class 5 (Senior Notes Claims),

· providing for the right to receive the New Notes; and

· increasing the number of Parent Ordinary Shares allocated from thirty-five percent (35%) to forty-seven percent (47%) of the total outstanding ordinaryshares of Paragon Parent as of the Effective Date.

In connection with the Plan, Reorganized Paragon will be issuing $60.0 million in aggregate principal amount of New Notes due May 31, 2021.

Reorganized Paragon will issue the New Notes under an indenture (the “ New Notes Indenture ”) between itself and U.S. Bank National Association, in itscapacity as trustee to the New Notes. A form of the New Notes Indenture will be filed as an exhibit to the Form T-3/A, which Paragon Parent intends to file withthe SEC prior to the commencement of the resolicitation. The Debtors are discussing registration rights with certain holders of Senior Notes Claims. If anagreement is reached with respect to such registration rights, the form of registration rights agreement will be filed with the Plan Supplement.

The summary below describes the anticipated principal terms of the New Notes. It does not purport to be a complete description of the terms and conditionsthereof, certain terms and conditions of which have not yet been determined.

Issuer: Reorganized Paragon, a public limited company incorporated under the laws of England and Wales Securities: $60.0 million in aggregate principal amount of New Notes Maturity: May 31, 2021

3

Interest: Reorganized Paragon will pay interest on the New Notes semi-annually in arrears. Prior to January 1, 2019, Paragon Parent shall payinterest in cash (so long as permitted by the Revolving Credit Agreement), in kind or in Parent Ordinary Shares at the option ofParagon Parent. From and after January 1, 2019, Paragon Parent shall pay interest (i) in cash so long as permitted by the RevolvingCredit Agreement, (ii) if cash payments are not permitted by the Revolving Credit Agreement, in Parent Ordinary Shares if authorizedshares are available and (iii) in the event neither payment option is available, paid in kind; provided that no payments of interest inParent Ordinary Shares are required if the underlying share price is below $1.50 (to be adjusted for any stock splits or certaindividends). If interest is paid in cash, the applicable rate is 12.0% (“ Cash Interest ”). If interest is paid in Parent Ordinary Shares,the applicable rate is 12.0% (“ Equity Interest ”), and such payment shall be calculated by dividing the required payment by thevolume weighted average price for the Parent Ordinary Shares for the 30-day period following receipt of Notice (as defined below). If interest is paid in kind, the applicable rate is 15.0% (“ PIK Interest ”). For the avoidance of doubt, in any period where only aportion of the interest is Cash Interest and the other portion is Equity Interest or PIK Interest (x) the applicable rate for the portion ofthe payment paid in cash or in Paragon Ordinary Shares shall be 12% and (y) the applicable rate for the portion of the payment paid inkind shall be 15%.

Reorganized Paragon shall provide 30 days prior written notice (“ Notice ”) to the New Notes Trustee of its election to pay Cash

Interest (subject to the terms of the Revolving Credit Agreement), Equity Interest or PIK Interest, in accordance with the terms of theNew Notes Indenture.

Reorganized Paragon shall use commercially reasonable efforts to authorize at the next shareholders’ meeting sufficient shares to pay

three (3) years of Equity Interest, if in Reorganized Paragon’s business judgment it is commercially reasonable to do so. MandatoryPrepayment: Reorganized Paragon shall offer to redeem the New Notes upon a change of control at a redemption price equal to 100% of the

aggregate principal amount thereof, plus accrued and unpaid interest. OptionalRedemption: Subject to the limitations set forth in the Revolving Credit Agreement, Reorganized Paragon may redeem some or all of the New

Notes in cash at par plus accrued and unpaid interest at any time without penalty. Ranking: The New Notes will be unsecured obligations of Reorganized Paragon. The New Notes will:

·rank equal in right of payment with all of Reorganized Paragon’s existing and future debt and other obligations that are notexplicitly subordinated in right of payment to the notes;

·rank senior in right of payment to all of Reorganized Paragon’s future debt and other obligations that are, by their terms,explicitly subordinated in right of payment to the notes; and

·be effectively subordinated to all of Reorganized Paragon’s existing and future secured indebtedness and other obligationsto the extent of the value of the assets securing such obligations.

4

Covenants: Affirmative and merger covenants to be agreed upon. 2 Guarantors: None TransferandListing: It is expected that the New Notes will be issued pursuant to Section 1145 of the Bankruptcy Code and will be exempt from the

registration requirements of the Securities Act, and state and local securities laws. Accordingly, such securities may be resold withoutregistration under the Securities Act or other federal securities laws pursuant to the exemption provided by Section 4 (a)(1) of theSecurities Act, unless the holder is an “underwriter” with respect to such securities, as that term is defined in the Bankruptcy Code.

Reorganized Paragon intends to apply for the New Notes to be listed on an appropriate stock exchange, such listing to be effective

prior to the first payment of interest on the New Notes.

The anticipated range of the approximate percentage of recovery for holders of Senior Notes Claims is 58.2% - 77.8%. Senior Notes Claims’ recoveries areincreased under the Modified Plan by the New Notes, which are valued at face value for the purpose of this analysis, and by the additional shares they will receive. This consideration offsets the reduction in upfront cash payment to Senior Notes Claims and the removal of the 2016 and 2017 Deferred Cash Payments. Adetailed discussion of the analysis underlying the estimated recoveries, including the assumptions underlying such analysis, is set forth in the Valuation Analysis inSection VIII of the Disclosure Statement.

D. Noble Settlement Agreement Amendment

On April 29, 2016, Paragon Parent entered into a definitive settlement agreement (the “ Noble Settlement Agreement ”) with Noble Corporation plc (“ Noble ”). As previously disclosed, upon effectiveness of the Noble Settlement Agreement, Noble will provide direct bonding in fulfillment of the requirements necessary tochallenge tax assessments in Mexico relating to Paragon Parent’s business for the tax years 2005 through 2010 (the “ Mexican Tax Assessments ”) and Noble willbe responsible for all of the ultimate tax liability for Noble legal entities and 50% of the ultimate tax liability for Paragon Parent’s legal entities following thedefense of the Mexican Tax Assessments. In consideration for this support, the Paragon Parent has agreed to release Noble, fully and unconditionally, from any andall claims in relation to Paragon Parent’s separation from Noble. On August 5, 2016, Paragon Parent entered into a binding term sheet with respect to anamendment to the Noble Settlement Agreement (the “ Noble Settlement Agreement Amendment ,” attached as Exhibit B to the Modified Plan). Pursuant to theNoble Settlement Agreement Amendment, Noble has agreed that any amount Paragon Parent owes Noble under the Noble Settlement Agreement in respect of theMexican Tax Assessments (including Paragon Parent’s share of costs and expenses for contesting such assessments) may be paid in the form of a note up to anaggregate amount of $5 million.

E. Amendment to Plan Support Agreement

In connection with the negotiation of the Modified Plan, the Consenting Creditors and the Debtors have agreed to amend certain terms of the Plan SupportAgreement including to extend the milestone dates for confirmation of the Modified Plan and the Effective Date of the Modified Plan. The following are theamended milestones:

2 Credit Agreement to have MFN to any affirmative covenants, change of control or merger type covenant, including with respect to definitions used therein.

5

· the Bankruptcy Court must confirm the Modified Plan by October 31, 2016;

· the Effective Date of the Modified Plan must occur by December 15, 2016;

· the Debtors must file the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 362, and 365(a) and Bankruptcy Rules 4001 and 6006 for Authority to (I)Assume Plan Support Agreement and (II) Modify the Automatic Stay (Docket No. 617) (the “ PSA Motion ”), seeking approval of the Plan SupportAgreement as amended by that Amendment dated as of August 5, 2016, by August 5, 2016;

· the PSA Motion must be approved by the Court by September 9, 2016.

The Debtors are currently in discussions with the Consenting Noteholders regarding extending the September 9, 2016 milestone.

F. Secured Term Loan Agent’s Opposition to Confirmation

The Secured Term Loan Agent, on behalf of the Secured Term Loan Lenders, opposed confirmation of the Proposed Plan. At the Confirmation Hearing, theSecured Term Loan Agent advanced evidence that the Business Plan was overly speculative and unrealistic for a number of reasons including because the projected(i) rig utilization in the Business Plan was not achievable, (ii) day rates in the Business Plan were not achievable and (iii) capital expenditures in the Business Planwere not sufficient. The Secured Term Loan Agent also advanced evidence at the Confirmation Hearing that the Debtors would run out of liquidity and wouldbreach the financial covenants set forth in the Amended and Restated Credit Agreement.

The Secured Term Loan Agent does not believe that the modifications reflected in the Modified Plan including the increased short-term liquidity of $60 millionadequately address the fundamental issues underlying the Business Plan. Accordingly, the Secured Term Loan Agent intends to oppose confirmation of theModified Plan on a number of grounds, including that the Modified Plan remains unfeasible and otherwise fails to satisfy Section 1129 of the Bankruptcy Codeboth as a matter of fact and law. The Secured Term Loan Agent believes that the Bankruptcy Court will decline to confirm the Modified Plan.

The Secured Term Loan Agent believes that the Debtors’ continued pursuit of the Modified Plan is contrary to the best interests of the Debtors and their creditorsand will delay the Debtors’ emergence from bankruptcy. The Secured Term Loan Agent believes that it would be in the best interests of each of the primarycreditor constituencies (i.e., the Revolving Lenders, the Secured Term Loan Lenders and the Senior Noteholders) for the Debtors to advance a full restructuring ofthe Debtors’ balance sheet. By way of example, the Secured Term Loan Agent believes that a restructuring plan with the following structure would provide greateraggregate recoveries to all creditors and would constitute a feasible plan: (1) sufficient liquidity to be maintained on the Company’s balance sheet, (2) the Debtors’debt to be reduced to an appropriate level based on the value of the Debtors’ assets and containing market-level terms, with such debt to be allocated among theRevolving Lenders and the Secured Term Loan Lenders on a pro rata basis, (3) excess encumbered cash to be allocated among the Revolving Lenders and theSecured Term Loan Lenders on a pro rata basis, (4) excess unencumbered cash to be allocated among the Revolving Lenders, the Secured Term Loan Lenders andthe Senior Noteholders on a pro rata basis (based on each creditor’s unsecured claim), (5) reorganized equity to be allocated among the Revolving Lenders, theSecured Term Loan Lenders and the Senior Noteholders on a pro rata basis (based on each creditor’s unsecured claim) with minority shareholder protections andgovernance terms, and (6) a management incentive plan which will provide meaningful value and incentive to management after giving effect to the restructuring. The Secured Term Loan Agent is prepared to negotiate such a restructuring with the Debtors and each of the other creditor constituencies.

6

The Debtors disagree with the Secured Term Loan Agent’s arguments and believe that the Modified Plan satisfies all requirements under section 1129 of theBankruptcy Code. Moreover, Holders of 100% in outstanding principal amount of the Revolving Credit Agreement Claims and holders of approximately 68.98%in outstanding principal amount of the Senior Notes Claims entitled to vote on the Modified Plan have already agreed to support the Modified Plan by submitting aballot to accept, or forgoing the opportunity to submit a Ballot to reject, the Modified Plan.

WHERE TO FIND ADDITIONAL INFORMATION : Paragon Parent currently files quarterly and annual reports with, and furnishes other information to, theSecurities and Exchange Commission (“ SEC ”). Copies of any document filed with the SEC may be obtained by visiting the SEC website at http://www.sec.govand performing a search under the “Company Filings” link. Each of the following filings is incorporated as if fully set forth herein and is a part of this DisclosureStatement. Later information filed with the SEC that updates information in the filings incorporated by reference will update and supersede that information:

· Form 10-K for the fiscal year ended December 31, 2015, filed with the SEC on March 11, 2016

· Form 10-Q for the quarter ended June 30, 2016, filed with the SEC on August 9, 2016

· Forms 8-K filed with the SEC on July 29, 2016, August 8, 2016 and August 10, 2016.

II.VOTING PROCEDURES AND REQUIREMENTS

A. Modification of Votes As a result of the changes to the treatment of Class 3 Revolving Credit Agreement Claims and Class 5 Senior Note Claims, holders of Revolving Credit AgreementClaims and Senior Notes Claims are being afforded the opportunity to submit a ballot to vote, if one had not been previously submitted, or to submit a ballot tochange their vote, to accept or reject the Modified Plan. Holders who do not wish to change their vote do not need to submit a new Ballot. Prior votes submitted toaccept or reject the Proposed Plan and not modified by the submission of a new Ballot will be tabulated as votes to accept or reject the Modified Plan.

Before submitting a Ballot, each holder of an Allowed Revolving Credit Agreement Claim or an Allowed Senior Notes Claim as of the Record Voting Date (an “Eligible Holder ”) should carefully review the Modified Plan attached hereto as Exhibit A . All descriptions of the Plan set forth in the Disclosure Statement andthis Supplement are subject to the terms and conditions of the Modified Plan. Holders of Unimpaired Claims and Interests in classes deemed to accept the Modified Plan are not entitled to vote and will not receive a Ballot. Such holders willinstead receive the Notice of Non-Voting Status.

B. Voting Record Date and Voting Deadline

Ballots will be provided for holders of Voting Claims as of April 6, 2016 (the “ Voting Record Date ”) to vote to accept or reject the Modified Plan.

Each Ballot contains detailed voting instructions and sets forth in detail, among other things, the deadlines, procedures, and instructions for voting to accept orreject the Modified Plan, the Voting Record Date for voting purposes, and the applicable standards for tabulating Ballots. Holders who do not wish to changetheir prior vote do not need to submit a Ballot. Prior votes to accept or reject the Proposed Plan will be tabulated as votes to accept or reject the ModifiedPlan.

7

The Debtors have engaged Kurtzman Carson Consultants (“ KCC ”) as their voting agent (the “ Voting Agent ”) to assist in the transmission of voting materialsand in the tabulation of votes with respect to the Plan. IN ORDER FOR YOUR VOTE TO BE COUNTED, YOUR VOTE MUST BE RECEIVED BY THEVOTING AGENT AT THE APPLICABLE ADDRESS SET FORTH BELOW ON OR BEFORE THE VOTING DEADLINE OF 5:00 P.M.,PREVAILING EASTERN TIME, ON SEPTEMBER 15, 2016, UNLESS EXTENDED BY THE DEBTORS. IF YOU HOLD SENIOR NOTES CLAIMSTHROUGH A NOMINEE, PLEASE FOLLOW THE INSTRUCTIONS PROVIDED BY YOUR NOMINEE FOR RETURNING YOUR VOTINGINSTRUCTIONS. UNLESS OTHERWISE INSTRUCTED, PLEASE RETURN YOUR BENEFICIAL HOLDER BALLOT TO YOUR NOMINEE ORYOUR VOTE WILL NOT BE COUNTED.

Delivery of a Ballot by facsimile, e-mail or any other electronic means will not be accepted. Ballots must be returned by the Voting Deadline with an originalsigned copy to:

By First Class Mail, Overnight Courier or Personal Delivery:

Class 3 (Revolving Credit Agreement Claims) BallotsParagon Ballot Processing Centerc/o KCC2335 Alaska AvenueEl Segundo, CA 90245

Class 5 Master Ballots 3Paragon Ballot Processing Centerc/o KCC1290 Avenue of the Americas9th FloorNew York, NY 10104

FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE ACTUALLY RECEIVED BY THE VOTING AGENT NO LATER THAN SEPTEMBER15, 2016 AT 5:00 P.M. (PREVAILING EASTERN TIME).

ANY BALLOT THAT IS EXECUTED AND RETURNED BUT WHICH DOES NOT INDICATE EITHER AN ACCEPTANCE OR REJECTION OF THEMODIFIED PLAN OR INDICATES BOTH AN ACCEPTANCE AND A REJECTION OF THE MODIFIED PLAN WILL NOT BE COUNTED. THEDEBTORS, IN THEIR SOLE DISCRETION, MAY REQUEST THAT THE VOTING AGENT ATTEMPT TO CONTACT SUCH VOTERS TO CURE ANYSUCH DEFECTS IN THE MODIFIED BALLOTS. UNLESS A PRIOR VOTE WAS SUBMITTED FOR THE PROPOSED PLAN , THE FAILURE TO VOTEDOES NOT CONSTITUTE A VOTE TO ACCEPT OR REJECT THE MODIFIED PLAN. ALL PRIOR VOTES CAST AND NOT MODIFIED BY THESUBMISSION OF A NEW BALLOT WILL BE TABULATED AS A VOTE TO ACCEPT OR REJECT THE MODIFIED PLAN. AN OBJECTION TO THECONFIRMATION OF THE MODIFIED PLAN, EVEN IF TIMELY SERVED, DOES NOT CONSTITUTE A VOTE TO ACCEPT OR REJECT THEMODIFIED PLAN.

C. Solicitation Package and Voting Procedures

The Debtors are providing copies of this Supplement (including all exhibits and appendices) and related materials and a Ballot (collectively, a “ SolicitationPackage ”) to record holders of the Revolving Credit Agreement Claims and Senior Notes Claims. Record holders of Senior Notes Claims may includeNominees. If such entities do not hold Senior Notes Claims for their own account, they must provide copies of the Solicitation Package to their customers that arethe Eligible Holders thereof as of the Voting Record Date. Any Eligible Holder of Senior Notes Claims who has not received a Ballot should contact his, her, or itsNominee, or the Voting Agent. The Notes Trustee will not vote on behalf of its respective holders. Each Eligible Holder of the Senior Notes Claims must submitits own Ballot.

3 If you receive a Class 5 Beneficial Ballot, please return such Beneficial Ballot to your Nominee.

8

Holders of Revolving Credit Agreement Claims and Senior Notes Claims should provide all of the information requested by the Ballot. Holders of RevolvingCredit Agreement Claims and Senior Notes Claims should complete and return all Ballots received in the enclosed, self-addressed, postage-paid envelope providedwith each such Ballot either to the Voting Agent or their Nominee, as applicable.

1. Beneficial Holders

An Eligible Holder who holds Senior Notes Claims as a record holder in its own name and wishes to change their prior vote to accept or reject the Proposed Planshould vote on the Modified Plan by completing and signing a beneficial holder ballot (a “ Beneficial Holder Ballot ”) and returning it directly to the Voting Agenton or before the Voting Deadline using the enclosed self-addressed, postage-paid envelope. An Eligible Holder who holds Senior Notes Claims as a record holderin its own name and does not wish to change their prior vote to accept or reject the Proposed Plan does not need to submit a Ballot. ALL PRIOR VOTES CASTAND NOT MODIFIED BY THE SUBMISSION OF A NEW BENEFICIAL HOLDER BALLOT WILL BE TABULATED AS A VOTE TO ACCEPT ORREJECT THE MODIFIED PLAN.

An Eligible Holder holding the Senior Notes Claims in “street name” through a Nominee and wishes to change their prior vote to accept or reject the Proposed Planmay vote on the Modified Plan by one of the following two methods (as selected by such Eligible Holder’s Nominee):

· Complete and sign the enclosed Beneficial Holder Ballot. Return the Beneficial Holder Ballot to your Nominee as promptly as possible and in sufficient timeto allow such Nominee to process your instructions and return a completed Master Ballot to the Voting Agent by the Voting Deadline. If no self-addressed,postage-paid envelope was enclosed for this purpose, contact the Voting Agent for instructions; or

· Complete and sign the pre-validated Beneficial Holder Ballot (as described below) provided to you by your Nominee. Return the pre-validated BeneficialHolder Ballot to the Voting Agent by the Voting Deadline using the return envelope provided in the Solicitation Package.

Any Beneficial Holder Ballot returned to a Nominee by an Eligible Holder will not be counted for purposes of acceptance or rejection of the Modified Plan untilsuch Nominee properly completes and delivers to the Voting Agent that Beneficial Holder Ballot (properly validated) or a Master Ballot casting the vote of suchEligible Holder.

If any Eligible Holder owns the Senior Notes Claims through more than one Nominee, such Eligible Holder may receive multiple mailings containing theBeneficial Holder Ballots. The Eligible Holder should execute a separate Beneficial Holder Ballot for each block of the Senior Notes Claims that it holds throughany particular Nominee and return each Beneficial Holder Ballot to the respective Nominee in the return envelope provided therewith. Eligible Holders whoexecute multiple Beneficial Holder Ballots with respect to the Senior Notes Claims in a single class held through more than one Nominee must indicate on eachBeneficial Holder Ballot the names of all such other Nominees and the additional amounts of such Senior Notes Claims so held and voted, in addition to anySecured Term Loan Claims voted.

9

2. Nominees

A Nominee that, on the Record Voting Date, is the record holder of the Senior Notes Claims for one or more Eligible Holders can obtain the votes of the EligibleHolders of such Senior Notes Claims, consistent with customary practices for obtaining the votes of securities held in “street name,” in one of the following twoways:

(a) Pre-Validated Ballots

The Nominee may “pre-validate” a Beneficial Holder Ballot by (i) signing the Beneficial Holder Ballot and indicating on the Beneficial Holder Ballot the name ofthe Nominee and DTC Participant Number, (ii) the amount and the account number of the Senior Notes Claims held by the Nominee for the Eligible Holder, and(iii) forwarding such Beneficial Holder Ballot, together with the Disclosure Statement, a pre-addressed, postage-paid return envelope addressed to, and providedby, the Voting Agent, and other materials requested to be forwarded, to the Eligible Holder for voting. The Eligible Holder must then complete the informationrequested in Item 2, Item 3, and Item 4 of the Beneficial Holder Ballot, and return the Beneficial Holder Ballot directly to the Voting Agent in the pre-addressed,postage-paid return envelope so that it is RECEIVED by the Voting Agent on or before the Voting Deadline. A list of the Eligible Holders to whom “pre-validated” Beneficial Holder Ballots were delivered should be maintained by Nominees for inspection for at least one year from the Voting Deadline.

(b) Master Ballots

If the Nominee elects not to prevalidate Beneficial Holder Ballots, the Nominee may obtain the votes of Eligible Holders by forwarding to the Eligible Holders theunsigned Beneficial Holder Ballots, together with the Disclosure Statement, a pre-addressed, postage-paid return envelope provided by, and addressed to, theNominee, and other materials requested to be forwarded. Each such Eligible Holder must then indicate his, her, or its vote on the Beneficial Holder Ballot,complete the information requested on the Beneficial Holder Ballot, review the certifications contained on the Beneficial Holder Ballot, execute the BeneficialHolder Ballot, and return the Beneficial Holder Ballot to the Nominee. After collecting the Beneficial Holder Ballots, the Nominee should, in turn, complete aMaster Ballot compiling the votes and other information from the Beneficial Holder Ballots, execute the Master Ballot, and deliver the Master Ballot to the VotingAgent so that it is RECEIVED by the Voting Agent on or before the Voting Deadline. All Beneficial Holder Ballots returned by Eligible Holders should either beforwarded to the Voting Agent (along with the Master Ballot) or retained by Nominees for inspection for at least one year from the Voting Deadline. EACHNOMINEE SHOULD ADVISE ITS ELIGIBLE HOLDERS TO RETURN THEIR BENEFICIAL HOLDER BALLOTS TO THE NOMINEE BY A DATECALCULATED BY THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE MASTER BALLOT TO THE VOTING AGENT SO THAT IT ISRECEIVED BY THE VOTING AGENT ON OR BEFORE THE VOTING DEADLINE.

3. Miscellaneous

All Ballots must be signed by the holder of record of the Revolving Credit Agreement Claims or Senior Notes Claims, as applicable, or any person who hasobtained a properly completed Ballot proxy from the record holder of the Revolving Credit Agreement Claims or Senior Notes Claims, as applicable, on such date. For purposes of voting to accept or reject the Modified Plan, the Eligible Holders of the Senior Notes Claims will be deemed to be the “holders” of the claimsrepresented by such Senior Notes. If you return more than one Ballot voting different Revolving Credit Agreement Claims, the Ballots are not voted in the samemanner, and you do not correct this before the Voting Deadline, those Ballots will not be counted. If you return more than one Ballot voting different Senior NotesClaims, the Ballots are not voted in the same manner, and you do not correct this before the Voting Deadline, those Ballots will not be counted. An otherwiseproperly executed Ballot (other than a Master Ballot) that attempts to partially accept and partially reject the Modified Plan will likewise not be counted. If youcast more than one Ballot voting the same Claim(s) before the Voting Deadline, the last valid Ballot received on or before th e Voting Deadline will be deemed toreflect your intent, and thus, to supersede any prior Ballot. If you cast Ballots received by KCC on the same day, but which are voted inconsistently, such Ballotswill not be counted.

10

The Ballots provided to Eligible Holders will reflect the principal amount of such Eligible Holder’s Claim; however, when tabulating votes, the Voting Agent mayadjust the amount of such Eligible Holder’s Claim by multiplying the principal amount by a factor that reflects all amounts accrued between the Record Date andthe Petition Date including, without limitation, interest.

Except as provided below, unless the Ballot is timely submitted to the Voting Agent before the Voting Deadline together with any other documents required bysuch Ballot, the Debtors may, in their sole discretion, reject such Ballot as invalid, and therefore decline to utilize it in connection with seeking confirmation of theModified Plan.

4. Fiduciaries And Other Representatives

If a Beneficial Holder Ballot is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or another acting in a fiduciary orrepresentative capacity, such person should indicate such capacity when signing and, if requested, must submit proper evidence satisfactory to the Debtors ofauthority to so act. Authorized signatories should submit the separate Beneficial Holder Ballot of each Eligible Holder for whom they are voting. UNLESS THE BALLOT OR THE MASTER BALLOT IS SUBMITTED TO THE VOTING AGENT ON OR PRIOR TO THE VOTING DEADLINE, SUCHBALLOT WILL BE REJECTED AS INVALID AND WILL NOT BE COUNTED AS AN ACCEPTANCE OR REJECTION OF THE PLAN; PROVIDED,HOWEVER, THAT THE DEBTORS RESERVE THE RIGHT, IN THEIR SOLE DISCRETION, TO REQUEST THE BANKRUPTCY COURT TO ALLOWSUCH BALLOT TO BE COUNTED.

5. Agreements Upon Furnishing Ballots

The delivery of an accepting Ballot pursuant to one of the procedures set forth above will constitute the agreement of the creditor with respect to such Ballot toaccept (i) all of the terms of, and conditions to, this Solicitation; and (ii) the terms of the Plan including the injunction, releases, and exculpations set forth inSections 10.5, 10.6, and 10.7 therein. All parties in interest retain their right to object to confirmation of the Plan pursuant to section 1128 of the Bankruptcy Code,subject to any applicable terms of the Plan Support Agreement or Term Sheet.

6. Change of Vote

Any party who has previously submitted to the Voting Agent prior to the Voting Deadline a properly completed Ballot may revoke such Ballot and change its voteby submitting to the Voting Agent prior to the Voting Deadline a subsequent, properly completed Ballot for acceptance or rejection of the Modified Plan.

11

D. Waivers of Defects, Irregularities, etc.

Unless otherwise directed by the Bankruptcy Court, all questions as to the validity, form, eligibility (including time of receipt), acceptance, and revocation orwithdrawals of Ballots will be determined by the Voting Agent and/or the Debtors, as applicable, in their sole discretion, which determination will be final andbinding. The Debtors reserve the right to reject any and all Ballots submitted by any of their respective creditors not in proper form, the acceptance of whichwould, in the opinion of the Debtors or their counsel, as applicable, be unlawful. The Debtors further reserve their respective rights to waive any defects orirregularities or conditions of delivery as to any particular Ballot by any of their creditors. The interpretation (including the Ballot and the respective instructionsthereto) by the applicable Debtor, unless otherwise directed by the Bankruptcy Court, will be final and binding on all parties. Unless waived, any defects orirregularities in connection with deliveries of Ballots must be cured within such time as the Debtors (or the Bankruptcy Court) determines. Neither the Debtors norany other person will be under any duty to provide notification of defects or irregularities with respect to deliveries of Ballots nor will any of them incur anyliabilities for failure to provide such notification. Unless otherwise directed by the Bankruptcy Court, delivery of such Ballots will not be deemed to have beenmade until such irregularities have been cured or waived. Ballots previously furnished (and as to which any irregularities have not theretofore been cured orwaived) will be invalidated.

III.SUPPLEMENTAL FINANCIAL INFORMATION

The Debtors believe that the Modified Plan meets the feasibility requirement set forth in section 1129(a)(11) of the Bankruptcy Code (see Section XIII.C hereof),as confirmation is not likely to be followed by liquidation or the need for further financial reorganization of the Debtors or any successor under the Modified Plan. In connection with the development of the Modified Plan and for the purposes of determining whether the Modified Plan satisfies the feasibility standard, theDebtors analyzed their ability to satisfy their financial obligations while maintaining sufficient liquidity and capital resources. Based on their business plan, theDebtors have prepared financials for 2015 and the Projections for 2016 through 2019 (the “ Projection Period ”), as set forth below. In addition, the Debtors haveprepared the Downside Sensitivity. The Debtors do not, as a matter of course, publish their business plans or strategies, projections or anticipated financialposition. Accordingly, the Debtors do not anticipate that they will, and disclaim any obligation to, furnish updated business plans or Projections to holders ofClaims or other parties in interest after the Confirmation Date, or to include such information in documents required to be filed with the SEC or otherwise makesuch information public, unless required to do so by the SEC or other regulatory bodies pursuant to the provisions of the Modified Plan. In connection with thedevelopment of the Modified Plan, the Projections and the Downside Sensitivity were prepared by the Debtors, with the assistance of their advisors, to present theanticipated impact of the Modified Plan. The Projections and the Downside Sensitivity assume that the Modified Plan will be implemented in accordance with itsstated terms. The Projections are based on forecasts of key economic variables and may be significantly impacted by, among other factors, oil and natural gasprices, expectations regarding future commodity prices, the level of activity of oil and natural gas exploration, development, and production globally, demand fordrilling services, competition and supply of competing rigs, changes in the political environment of the countries in which the Paragon Group operates, regulatorychanges, and/or a variety of other factors. Consequently, the estimates and assumptions underlying the Projections are inherently uncertain and are subject tomaterial business, economic, and other uncertainties. Therefore, such Projections, estimates, and assumptions are not necessarily indicative of current values orfuture performance, which may be significantly less or more favorable than set forth herein. The Projections and Downside Sensitivity included herein were lastupdated on August 3 rd , 2016.

12

The Projections should be read in conjunction with the significant assumptions, qualifications, and notes set forth below. THE DEBTORS PREPARED THE PROJECTIONS AND THE DOWNSIDE SENSITIVITY WITH THE ASSISTANCE OF THEIR ADVISORS. THEDEBTORS DID NOT PREPARE SUCH PROJECTIONS TO COMPLY WITH THE GUIDELINES FOR PROSPECTIVE FINANCIAL STATEMENTSPUBLISHED BY THE AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS AND THE RULES AND REGULATIONS OF THE SEC. EXCEPT FOR PURPOSES OF THIS DISCLOSURE STATEMENT, THE DEBTORS DO NOT PUBLISH PROJECTIONS OF THEIR ANTICIPATEDFINANCIAL POSITION OR RESULTS OF OPERATIONS.

MOREOVER, THE PROJECTIONS AND DOWNSIDE SENSITIVITY CONTAIN CERTAIN STATEMENTS THAT ARE “FORWARD-LOOKINGSTATEMENTS” WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. THESE STATEMENTS ARESUBJECT TO A NUMBER OF ASSUMPTIONS, RISKS, AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND THE CONTROL OF THE DEBTORS,INCLUDING THE IMPLEMENTATION OF THE MODIFIED PLAN, THE CONTINUING AVAILABILITY OF SUFFICIENT BORROWING CAPACITY OROTHER FINANCING TO FUND OPERATIONS, ACHIEVING OPERATING EFFICIENCIES, EXISTING AND FUTURE GOVERNMENTALREGULATIONS AND ACTIONS OF GOVERNMENTAL BODIES, INDUSTRY-SPECIFIC RISK FACTORS, AND OTHER MARKET AND COMPETITIVECONDITIONS. HOLDERS OF CLAIMS AND INTERESTS ARE CAUTIONED THAT THE FORWARD-LOOKING STATEMENTS SPEAK AS OF THEDATE MADE AND ARE NOT GUARANTEES OF FUTURE PERFORMANCE. ACTUAL RESULTS OR DEVELOPMENTS MAY DIFFER MATERIALLYFROM THE EXPECTATIONS EXPRESSED OR IMPLIED IN THE FORWARD-LOOKING STATEMENTS, AND THE DEBTORS UNDERTAKE NOOBLIGATION TO UPDATE ANY SUCH STATEMENTS.

THE PROJECTIONS, WHILE PRESENTED WITH NUMERICAL SPECIFICITY, ARE NECESSARILY BASED ON A VARIETY OF ESTIMATES ANDASSUMPTIONS WHICH, THOUGH CONSIDERED REASONABLE BY THE DEBTORS, MAY NOT BE REALIZED AND ARE INHERENTLY SUBJECTTO SIGNIFICANT BUSINESS, ECONOMIC, INDUSTRY, REGULATORY, LEGAL, MARKET, AND FINANCIAL UNCERTAINTIES ANDCONTINGENCIES, MANY OF WHICH ARE BEYOND THE REORGANIZED DEBTORS’ CONTROL. THE DEBTORS CAUTION THAT NOREPRESENTATIONS CAN BE MADE OR ARE MADE AS TO THE ACCURACY OF THE PROJECTIONS OR TO THE REORGANIZED DEBTORS’ABILITY TO ACHIEVE THE PROJECTED RESULTS. SOME ASSUMPTIONS INEVITABLY WILL BE INCORRECT. MOREOVER, EVENTS ANDCIRCUMSTANCES OCCURRING SUBSEQUENT TO THE DATE ON WHICH THE DEBTORS PREPARED THESE PROJECTIONS MAY BE DIFFERENTFROM THOSE ASSUMED, OR, ALTERNATIVELY, MAY HAVE BEEN UNANTICIPATED, AND THUS THE OCCURRENCE OF THESE EVENTS MAYAFFECT FINANCIAL RESULTS IN A MATERIALLY ADVERSE OR MATERIALLY BENEFICIAL MANNER. EXCEPT AS OTHERWISE PROVIDED INTHE MODIFIED PLAN OR THIS DISCLOSURE STATEMENT, THE DEBTORS AND REORGANIZED DEBTORS, AS APPLICABLE, DO NOT INTENDAND UNDERTAKE NO OBLIGATION TO UPDATE OR OTHERWISE REVISE THE PROJECTIONS TO REFLECT EVENTS OR CIRCUMSTANCESEXISTING OR ARISING AFTER THE DATE HEREOF OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS. THEREFORE, THEPROJECTIONS MAY NOT BE RELIED UPON AS A GUARANTEE OR OTHER ASSURANCE OF THE ACTUAL RESULTS THAT WILL OCCUR. INDECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE MODIFIED PLAN, HOLDERS OF CLAIMS MUST MAKE THEIR OWNDETERMINATIONS AS TO THE REASONABLENESS OF SUCH ASSUMPTIONS AND THE RELIABILITY OF THE PROJECTIONS AND SHOULDCONSULT WITH THEIR OWN ADVISORS.

13

The Projections and the Downside Sensitivity should be read in conjunction with the assumptions, qualifications, and explanations set forth in the DisclosureStatement, this Supplement, the Modified Plan, and any Plan Supplement, in their entirety, and the historical consolidated financial statements (including the notesand schedules thereto).

PROJECTED INCOME STATEMENT FYE December 31, (US$inthousands) 2015 2016P 2017P 2018P 2019P Revenue $ 1,492,427 $ 671,064 $ 698,826 $ 934,150 $ 1,109,272 Operating Costs 871,262 445,384 452,675 502,978 531,098 Gross Margin $ 621,165 $ 225,679 $ 246,151 $ 431,171 $ 578,173 GrossMargin 41.6% 33.6% 35.2% 46.2% 52.1% Depreciation and Amortization $ 339,268 $ 231,994 $ 192,809 $ 158,005 $ 154,260 G&A 50,100 44,192 45,162 49,678 54,646 Operating Income $ 231,798 $ (50,506) $ 8,181 $ 223,488 $ 369,267 Interest Expense and Other 130,346 80,739 80,241 80,354 77,773 Income Before Taxes and Non-Recurring Items $ 101,452 $ (131,245) $ (72,060) $ 143,134 $ 291,493 Tax Provision (72,108) 1,344 20,436 35,674 43,187 Restructuring Expenses & Unusual Events (Incl. Gain onDebt Cancellation) 1,173,172 (536,350) -- -- --

Net Income $ (999,613) $ 403,761 $ (92,496) $ 107,459 $ 248,307 RECONCILIATION OF NET INCOME TO ADJ.EBITDA Net Income $ (999,613) $ 403,761 $ (92,496) $ 107,459 $ 248,307 Tax Provision (72,108) 1,344 20,436 35,674 43,187 Interest Expense 130,036 80,739 80,241 80,354 77,773 Depreciation and Amortization 339,268 231,994 192,809 158,005 154,260 Minority Interest (31) -- -- -- -- Restructuring Expenses & Unusual Events (Incl. Gain onDebt Cancellation) 1,173,172 (536,350) -- -- --

ADJ. EBITDA $ 570,724 $ 181,487 $ 200,989 $ 381,493 $ 523,527

14

PROJECTED BALANCE SHEET FYE December 31, (US$inthousands) 2015 Sept 2016P 2016P 2017P 2018P 2019P (Pro Forma) ASSETS Cash and Cash Equivalents $ 776,571 $ 378,970 $ 332,859 $ 255,200 $ 320,698 $ 486,794 Accounts Receivable 266,325 117,634 92,663 193,582 232,222 261,331 Prepaid Expenses and Deposits 35,286 20,685 16,269 16,889 16,885 16,881 Taxes Receivable 42,744 39,146 39,146 39,146 39,146 39,146 Other Current Assets 31,998 18,598 16,300 17,516 21,429 24,919 Current Assets $ 1,152,924 $ 575,033 $ 497,236 $ 522,333 $ 630,379 $ 829,070 PP&E $ 1,111,098 $ 978,970 $ 955,998 $ 847,715 $ 808,486 $ 766,801 Other Assets 119,844 88,174 86,296 75,772 74,501 73,230 Total Assets $ 2,383,866 $ 1,642,178 $ 1,539,531 $ 1,445,820 $ 1,513,366 $ 1,669,102 LIABILITIES AND SHAREHOLDERS’

EQUITY Short-Term Debt $ 40,629 $ 37,790 $ 36,907 $ 30,158 $ 31,518 $ 84,459 Accounts Payable 85,374 53,174 49,853 58,603 70,230 71,587 Other Current Liabilities 157,886 83,025 71,211 94,454 102,512 109,830 Current Liabilities $ 283,889 $ 173,989 $ 157,971 $ 183,216 $ 204,261 $ 265,875 Revolver $ 708,500 $ 543,500 $ 543,500 $ 543,500 $ 499,422 $ 421,509 Term Loan 632,821 604,100 602,857 597,885 592,913 587,941 Prospector Capital Leases (Long-TermPortion) 234,560 182,130 167,571 125,057 89,500 --

Senior Notes 983,582 -- -- -- -- -- New Notes -- 60,000 60,000 69,338 80,128 84,185 Deferred Taxes and Other 47,104 44,545 44,545 44,545 44,545 44,545 Total Liabilities $ 2,890,456 $ 1,608,264 $ 1,576,444 $ 1,563,540 $ 1,510,770 $ 1,404,056 Shareholders’ Equity (506,590) 33,914 (36,913) (117,720) 2,596 265,046 Total Liabilities and Shareholders’ Equity $ 2,383,866 $ 1,642,178 $ 1,539,531 $ 1,445,820 $ 1,513,366 $ 1,669,102 PROJECTED CASH FLOW STATEMENT FYE December 31, (US$inthousands) 2015 2016P 2017P 2018P 2019P OPERATING ACTIVITIES Net Income $ (999,613) $ 403,761 $ (92,496) $ 107,459 $ 248,307 Depreciation and Amortization 339,268 231,994 192,809 158,005 154,260 Loss on Impairment 1,181,358 -- -- -- -- (Gain) on Disposal of Assets (13,217) -- -- -- -- (Gain)/Loss on Repurchase of Senior Notes & Cancellation ofInterest (4,345) (606,157) -- -- --

Deferred Income Taxes (61,870) (5,674) -- -- -- Changes in Working Capital & Other (5,941) 153,824 (46,618) (4,855) (6,277)Total Operating Activities $ 435,640 $ 177,748 $ 53,695 $ 260,609 $ 396,290 INVESTING ACTIVITIES Capital Expenditures $ (202,909) $ (70,547) $ (84,526) $ (118,776) $ (112,576)Proceeds from Sale of Assets 30,816 -- -- -- -- Cash From in Other Investing Activities (2,185) -- -- -- -- Total Investing Activities $ (174,278) $ (70,547) $ (84,526) $ (118,776) $ (112,576) FINANCING ACTIVITIES Change in Debt $ 474,787 $ (480,374) $ 3,188 $ (41,386) $ (80,306)Sale Leaseback Principal Amortization (28,853) (70,539) (50,015) (34,950) (37,312)Total Financing Activities $ 445,934 $ (550,913) $ (46,828) $ (76,335) $ (117,618) Total Change in Cash $ 707,296 $ (443,712) $ (77,659) $ 65,498 $ 166,096

A. Assumptions to the Projections

1. Note on Updates to Projections

Since the approval of the Disclosure Statement by entry of the Disclosure Statement Order dated April 11, 2016, the Debtors have updated the Projections toincorporate actual results through June 2016, modifications to treatment of certain creditors as contemplated in the Modified Plan and the impact of certain knowncontracting delays. The aggregate impact of these updates is to decrease projected 2016 revenue by $4 million, increase projected adjusted EBITDA by $73 million,and increase 2016 projected cash flow by $120 million.

2. General Assumptions

Overview.Paragon Parent, along with its Debtor and non-Debtor subsidiaries, contracts standard and high specification offshore drilling rigs on a dayrate basis toleading national, international, and independent oil and gas companies. The Debtors principally operate in Mexico, Brazil, the North Sea, Africa, the Middle East,and India.

Presentation.The Projections are presented on a consolidated basis, including estimates of operating results for Debtor and non-Debtor entities, combined.

Methodology. In developing the Projections, the Debtors reviewed their fleet’s current contracted status and made an assessment of whether or not these contractswere likely to continue and an assessment of future speculative contracts. The forecast was developed on an individual rig basis and the Debtors evaluated thelikelihood of each of their rigs being utilized over the forecast period. PlanConsummation.The Projections assume that the Plan will be confirmed or consummated on or about September 30, 2016.

3. Assumptions With Respect to the Projected Income Statement

Revenues. In the Projections, revenues are forecasted by rig based on expected dayrates, utilization and operating efficiency for existing contracts and futurespeculative contracts. OperatingCosts. Operating costs are projected based on historical daily regional operating costs (adjusted for cost reduction efforts) and expected utilization ofeach rig based on current contracts and expectations regarding future speculative contracts.

GeneralandAdministrative. General and administrative costs (“ G&A ”) are primarily comprised of labor costs and other expenses associated with the Debtors’corporate overhead. The amount of G&A is based on historical G&A costs, adjusted for cost reduction efforts.

DepreciationandAmortization. Depreciation and amortization reflects the anticipated depreciation and amortization of the existing fleet, based on current netbook values.

InterestExpense. Interest expense post-emergence is forecasted based on the Amended and Restated Credit Agreement and Secured Term Loan, as more fullydescribed in the Plan and the exhibits thereto.

IncomeTax(Expense)Benefit. Income tax is estimated based on the jurisdictional mix of Debtors’ projected revenue.

RestructuringExpenses. Restructuring expenses (included in Unusual Events) include costs related to the recapitalization process, including but not limited toprofessional fees, claims administration and other items. Estimated amounts are based on the terms of contracts and historical precedent.

16

4. Assumptions with Respect to the Projected Balance Sheet and Projected Statement of Cash Flows

WorkingCapital. Working capital assumptions are based on historical days sales outstanding and historical days payable as well as historical levels of prepaid andother current assets and current liabilities.

ProFormaAdjustmentsRelatedtoEmergence. The September 2016 Balance Sheet included in the Projections presents a pro forma view of September 2016,assuming the effect of certain adjustments related to the Debtors’ emergence from bankruptcy in accordance with the terms of the Modified Plan. Theseadjustments primarily relate to the paydown and conversion of the Revolving Credit Facility to a term debt facility and the corresponding change in interest rates onthe term debt facility as well as the payoff of the Senior Notes for cash, a portion of the Debtors’ equity, and the New Notes. Interest on the New Notes is payablein cash, in equity or in kind, subject to certain restrictions under the Amended and Restated Credit Agreement and the New Notes indenture. For illustrativepurposes, the Projections assume interest will be paid in cash, whenever permitted under the Amended and Restated Credit Agreement.

CapitalExpenditures. Projections for capital expenditures were prepared with consideration of the needs of Debtor’s fixed assets. Capital expenditures primarilyrelate to sustaining capital needs to maintain each rig in proper working condition as well as capital required for customer related upgrades and other shipyardprojects and repairs, including the requirements of special periodic surveys on each rig. Capital expenditures also include capitalized corporate expenditures suchas certain information technology expenditures required to maintain Debtors’ information technology equipment and software.

B. Downside Sensitivity

1. Overview

In order to address feasibility concerns that have arisen over the course of these chapter 11 proceedings, the Debtors have created the Downside Sensitivity, whichillustrates the Debtors’ financial performance under a conservative scenario where the market recovery takes 12 to 18 months longer than originally projected and ifboth dayrates and rig utilization are significantly lower than expected under the Projections.

In the Downside Sensitivity, the Debtors materially lower their dayrate and rig utilization assumptions and significantly extend the market downturn compared towhat is forecast under the Projections. Under these assumptions, the cumulative revenue and EBITDA from 2016 through 2019 would be 23% and 46% lower,respectively, in the Downside Sensitivity than in the Projections. Cumulative revenue in the Downside Sensitivity scenario would be $770 million lower than theProjections, and cumulative EBITDA would be $591 million lower than the Projections. The adjustments reflected in the Downside Sensitivity include:

· Lower Dayrates : On average from 2017 – 2019, the Downside Sensitivity includes forecasted dayrates approximately 20% lower than the Projections;average forecasted dayrates in the Downside Sensitivity remain flat for 1.5 years.

· Lower Rig Utilization : The Downside Sensitivity illustratively assumes rigs come back online more slowly than currently envisioned under theProjections. The Downside Sensitivity does not reach first quarter 2016 levels (21 rigs) until the fourth quarter of 2018, a delay in rig utilization of 1.5years, as compared with the Projections.

17

· A Prolonged and Gradual Recovery : Positive cash generation begins in the first quarter of 2019, as compared with the fourth quarter of 2017, a delayof 1.25 years versus the Projections

The Downside Sensitivity, in line with the Projections, also incorporates actual results through June 2016 and the impact of known near-term contracting delays.

2. Financial Statements Under the Downside Sensitivity

The following tables summarize income, balance sheet and cash flow information under the Downside Sensitivity through 2019.

PROJECTED INCOME STATEMENT FYE December 31, (US$inthousands) 2015 2016P 2017P 2018P 2019P Revenue $ 1,492,427 $ 666,945 $ 464,996 $ 677,712 $ 833,516 Operating Costs 871,262 439,531 373,319 446,918 502,745 Gross Margin $ 621,165 $ 227,414 $ 91,677 $ 230,794 $ 330,771 GrossMargin 41.6% 34.1% 19.7% 34.1% 39.7% Depreciation and Amortization $ 339,268 $ 231,568 $ 187,078 $ 151,093 $ 147,982 G&A 50,100 44,191 45,162 46,517 47,913 Operating Income $ 231,798 $ (48,345) $ (140,563) $ 33,184 $ 134,876 Interest Expense and Other 130,346 80,744 80,274 81,111 83,677 Income Before Taxes and Non-Recurring Items $ 101,452 $ (129,089) $ (220,837) $ (47,928) $ 51,199 Tax Provision (72,108) 1,344 6,536 15,685 23,877 Restructuring Expenses & Unusual Events (Incl. Gain onDebt Cancellation) 1,173,172 (536,350) -- -- --

Net Income $ (999,613) $ 405,917 $ (227,373) $ (63,613) $ 27,322 RECONCILIATION OF NET INCOME TO ADJ.EBITDA Net Income $ (999,613) $ 405,917 $ (227,373) $ (63,613) $ 27,322 Tax Provision (72,108) 1,344 6,536 15,685 23,877 Interest Expense 130,036 80,744 80,274 81,111 83,677 Depreciation and Amortization 339,268 231,568 187,078 151,093 147,982 Minority Interest (31) -- -- -- -- Restructuring Expenses & Unusual Events (Incl. Gain onDebt Cancellation) 1,173,172 (536,350) -- -- --

ADJ. EBITDA $ 570,724 $ 183,223 $ 46,515 $ 184,277 $ 282,858

18

PROJECTED CASH FLOW STATEMENT FYE December 31, (US$inthousands) 2015 Sept 2016P 2016P 2017P 2018P 2019P (Pro Forma) ASSETS Cash and Cash Equivalents $ 776,571 $ 383,150 $ 343,130 $ 204,882 $ 142,915 $ 176,547 Accounts Receivable 266,325 115,984 90,029 121,673 175,851 197,407 Prepaid Expenses and Deposits 35,286 20,685 16,269 16,889 16,885 16,881 Taxes Receivable 42,744 39,146 39,146 39,146 39,146 39,146 Other Current Assets 31,998 15,642 13,749 7,332 11,114 12,911 Current Assets $ 1,152,924 $ 574,607 $ 502,323 $ 389,922 $ 385,911 $ 442,892 PP&E $ 1,111,098 $ 974,932 $ 945,047 $ 822,620 $ 788,569 $ 753,463 Other Assets 119,844 88,174 86,296 75,772 74,501 73,230 Total Assets $ 2,383,866 $ 1,637,713 $ 1,533,666 $ 1,288,313 $ 1,248,980 $ 1,269,585 LIABILITIES AND SHAREHOLDERS’

EQUITY Short-Term Debt $ 40,629 $ 37,760 $ 36,873 $ 29,802 $ 30,501 $ 105,348 Accounts Payable 85,374 51,496 43,317 49,245 65,573 69,450 Other Current Liabilities 157,886 82,998 69,093 78,359 92,768 100,509 Current Liabilities $ 283,889 $ 172,254 $ 149,283 $ 157,406 $ 188,842 $ 275,306 Revolver $ 708,500 $ 543,500 $ 543,500 $ 543,500 $ 543,500 $ 531,487 Term Loan 632,821 604,100 602,857 597,885 592,913 587,941 Prospector Capital Leases (Long-TermPortion) 234,560 182,161 168,239 126,081 101,068 --

Senior Notes 983,582 -- -- -- -- -- New Notes -- 60,000 60,000 69,338 80,128 92,598 Deferred Taxes and Other 47,104 44,545 44,545 44,545 44,545 44,545 Total Liabilities $ 2,890,456 $ 1,606,559 $ 1,568,424 $ 1,538,755 $ 1,550,995 $ 1,531,877 Shareholders’ Equity (506,590) 31,154 (34,758) (250,442) (302,015) (262,292) Total Liabilities and Shareholders’ Equity $ 2,383,866 $ 1,637,713 $ 1,533,666 $ 1,288,313 $ 1,248,980 $ 1,269,585 PROJECTED CASH FLOW STATEMENT FYE December 31, (US$inthousands) 2015 2016P 2017P 2018P 2019P OPERATING ACTIVITIES Net Income $ (999,613) $ 405,917 $ (227,373) $ (63,613) $ 27,322 Depreciation and Amortization 339,268 231,568 187,078 151,093 147,982 Loss on Impairment 1,181,358 -- -- -- -- (Gain) on Disposal of Assets (13,217) -- -- -- -- (Gain)/Loss on Repurchase of Senior Notes & Cancellation ofInterest (4,345) (606,157) -- -- --

Deferred Income Taxes (61,870) (5,674) -- -- -- Changes in Working Capital & Other (5,941) 150,355 13,492 (12,034) 3,752 Total Operating Activities $ 435,640 $ 176,009 $ (26,803) $ 75,447 $ 179,057 INVESTING ACTIVITIES Capital Expenditures $ (202,909) $ (59,171) $ (64,651) $ (117,043) $ (112,876)Proceeds from Sale of Assets 30,816 -- -- -- -- Cash From in Other Investing Activities (2,185) -- -- -- -- Total Investing Activities $ (174,278) $ (59,171) $ (64,651) $ (117,043) $ (112,876) FINANCING ACTIVITIES Change in Debt $ 474,787 $ (480,374) $ 3,188 $ 4,695 $ (5,576)Sale Leaseback Principal Amortization (28,853) (69,905) (49,982) (25,068) (26,973)Total Financing Activities $ 445,934 $ (550,279) $ (46,794) $ (20,372) $ (32,549) Total Change in Cash $ 707,296 $ (433,440) $ (138,248) $ (61,968) $ 33,632

IV.TRANSFER RESTRICTIONS AND CONSEQUENCES

UNDER FEDERAL SECURITIES LAWS

The issuance of and the distribution under the Plan of the Parent Ordinary Shares and the New Notes (including any Parent Ordinary Shares issued to pay interest inrespect of the New Notes) will be exempt from registration under the Securities Act and any other applicable securities laws to the fullest extent permitted bysection 1145 of the Bankruptcy Code. These securities may be resold without registration under the Securities Act or other federal securities laws pursuant to theexemption provided by section 4(a)(1) of the Securities Act, unless the holder is an “underwriter” with respect to such securities, as that term is defined in section1145(b) of the Bankruptcy Code. In addition, such section 1145 exempt securities generally may be resold without registration under state securities laws pursuantto various exemptions provided by the respective laws of the several states.

Section 1145 of the Bankruptcy Code generally exempts from registration under the Securities Act the offer or sale under a chapter 11 plan of a security of thedebtor, of an affiliate participating in a joint plan with the debtor, or of a successor to the debtor under a plan, if such securities are offered or sold in exchange for aclaim against, or an interest in, the debtor or such affiliate, or principally in such exchange and partly for cash or property. Section 1145(b) of the Bankruptcy Codedefines “underwriter” for purposes of the Securities Act as one who, except with respect to ordinary trading transactions, (a) purchases a claim with a view todistribution of any security to be received in exchange for the claim, (b) offers to sell securities issued under a plan for the holders of such securities, (c) offers tobuy securities issued under a plan from persons receiving such securities, if the offer to buy is made with a view to distribution or (d) is an issuer, as used in Section2(a)(11) of the Securities Act, with respect to such securities, which includes control persons of the issuer.

Notwithstanding the foregoing, control person underwriters may be able to sell securities without registration pursuant to the resale limitations of Rule 144 of theSecurities Act which, in effect, permit the resale of securities received by such underwriters pursuant to a chapter 11 plan, subject to applicable volume limitations,notice and manner of sale requirements, and certain other conditions. Parties who believe they may be statutory underwriters as defined in section 1145 of theBankruptcy Code are advised to consult with their own legal advisers as to the availability of the exemption provided by Rule 144.

In any case, recipients of new securities issued under the Plan are advised to consult with their own legal advisers as to the availability of any such exemption fromregistration under state law in any given instance and as to any applicable requirements or conditions to such availability.

Listing. After the consummation of the Plan, the Debtors intend to seek listing of the Parent Ordinary Shares on the New York Stock Exchange or NASDAQ. Noassurances can be given that the Debtors will be successful in obtaining such listing.

Legends.To the extent certificated, certificates evidencing the Parent Ordinary Shares and the New Notes held by holders of 10% or more of the Parent OrdinaryShares will bear a legend substantially in the form below:

[THE ORDINARY SHARES] [NEW NOTES] REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACTOF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND MAY NOT BE SOLD, OFFERED FORSALE OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWSOR UNLESS PARAGON OFFSHORE PLC RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCHREGISTRATION OR QUALIFICATION IS NOT REQUIRED.

20

V.CERTAIN TAX CONSEQUENCES OF THE PLAN

A. Certain U.S. Federal Income Tax Consequences of the Plan

The following discussion summarizes certain U.S. federal income tax consequences of the implementation of the Plan to the Debtors and to holders of certainClaims. This discussion does not address the U.S. federal income tax consequences to holders of Claims who are unimpaired or deemed to reject the Plan otherthan holders of Secured Term Loan Claims.

The discussion of U.S. federal income tax consequences below is based on the Internal Revenue Code of 1986, as amended (the “ Tax Code ”), U.S. Treasuryregulations, judicial authorities, published positions of the Internal Revenue Service (“ IRS ”), and other applicable authorities, all as in effect on the date of thisDisclosure Statement and all of which are subject to change or differing interpretations (possibly with retroactive effect). The U.S. federal income taxconsequences of the contemplated transactions are complex and subject to significant uncertainties. The Debtors have not requested an opinion of counsel or aruling from the IRS with respect to any of the tax aspects of the contemplated transactions.

This summary does not address foreign, state, or local tax consequences of the contemplated transactions, nor does it purport to address the U.S. federal income taxconsequences of the transactions to special classes of taxpayers ( e.g., non-U.S. taxpayers, small business investment companies, regulated investment companies,real estate investment trusts, banks and certain other financial institutions, insurance companies, tax-exempt organizations, retirement plans, individual retirementand other tax-deferred accounts, holders that are, or hold their Claims through, S corporations, partnerships or other pass-through entities for U.S. federal incometax purposes, persons whose functional currency is not the U.S. dollar, dealers in securities or foreign currency, traders that mark-to-market their securities, personssubject to the alternative minimum tax or the “Medicare” tax on net investment income, and persons whose Claims are part of a straddle, hedging, constructive sale,or conversion transaction). In addition, this discussion does not address the Foreign Account Tax Compliance Act or U.S. federal taxes other than income taxes,nor does it apply to any person that acquires any of the term loans under the Amended and Restated Credit Agreement, New Notes or Parent Ordinary Shares in thesecondary market.

This discussion assumes that the Revolving Credit Agreement Claims, term loans under the Amended and Restated Credit Agreement, Senior Notes Claims, NewNotes and Parent Ordinary Shares are held as “capital assets” (generally, property held for investment) within the meaning of section 1221 of the Tax Code and,unless otherwise indicated below, that the various debt and other arrangements to which the Debtors are parties will be respected for U.S. federal income taxpurposes in accordance with their form.

ThefollowingsummaryofcertainU.S.federalincometaxconsequencesisforinformationalpurposesonlyandisnotasubstituteforcarefultaxplanningandadvicebaseduponyourindividualcircumstances.YouareurgedtoconsultyourtaxadvisorfortheU.S.federal,state,localandothertaxconsequencesapplicableunderthePlan.

1. Consequences to the Debtors

Only one of the Debtors, Paragon Offshore Holdings US Inc., a Delaware corporation and the common parent of a U.S. tax consolidated group (“ Paragon USGroup ”), is required to file a U.S. federal income tax return. Paragon Offshore Drilling LLC, a Delaware limited liability company, is wholly-owned by ParagonOffshore Holdings US Inc. and is a disregarded entity for U.S. federal income tax purposes. Paragon Leonard Jones LLC and Paragon Drilling Services 7 LLC, areeach a Delaware limited liability company wholly-owned directly or indirectly by a foreign debtor entity, and are disregarded entities for U.S. federal income taxpurposes, with no U.S. operations.

21

Section 382 of the Tax Code generally applies an annual limitation to the utilization of pre-existing net operating loss carryforwards and other tax attributes of acorporation that undergoes a more than 50% change (directly or indirectly) in its stock ownership over a three-year testing period. It is possible that an ownershipchange of the Paragon US Group may occur either as a result of the implementation of the Plan (in combination with prior change in the stock ownership ofParagon Parent as of the Effective Date) or as a result of subsequent changes in the stock ownership of Paragon Parent. The Debtors do not expect that, as of theEffective Date, the Paragon US Group will have a material amount of net operating loss carryforwards, although it is possible that the Paragon US Group couldhave an net unrealized built-in loss (such that a portion of future deductions would be subject to limitation if an ownership change were to occur). However, basedon existing IRS guidance, the Debtors do not believe that, as of the Effective Date, the amount of net unrealized built-in loss would be material. Nevertheless, thereis no assurance that the IRS would not take a contrary position. The Paragon US Group is not otherwise expected to have any material adverse U.S. federal incometax consequences as a result of the implementation of the Plan.

2. Consequences to U.S. Holders of Revolving Credit Agreement Claims, Secured Term Loan Claims, and Senior Notes Claims

This summary discusses the U.S. federal income tax consequences to holders of Revolving Credit Agreement Claims, Secured Term Loan Claims, and SeniorNotes Claims who are U.S. Holders and does not discuss tax consequences for those who are not U.S. Holders. As used herein, the term “ U.S. Holder ” means abeneficial owner of Revolving Credit Agreement Claims, term loans under the Amended and Restated Credit Agreement, Senior Notes Claims, New Notes orParent Ordinary Shares, that is for U.S. federal income tax purposes:

· an individual who is a citizen or resident of the United States;

· a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of theUnited States, any state thereof or the District of Columbia;

· an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

· a trust, if (i) (A) a court within the United States is able to exercise primary jurisdiction over its administration and (B) one or more U.S. personshave authority to control all of its substantial decisions, or (ii) if the trust has a valid election in effect under applicable U.S. Treasury regulationsto be treated as a U.S. person.

If a partnership or other entity or arrangement taxable as a partnership for U.S. federal income tax purposes holds Revolving Credit Agreement Claims, term loansunder the Amended and Restated Credit Agreement, Secured Term Loan Claims, Senior Notes Claims, New Notes or Parent Ordinary Shares, the U.S. federalincome tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partnerin such a partnership holding any of such instruments, you are urged to consult your tax advisor.

22

(a) U.S. Holders of Secured Term Loan Claims

Pursuant to the Modified Plan, holders of Secured Term Loan Claims will have their Allowed Claims reinstated, meaning that, among other things, the Debtors willreinstate the maturity date of the debt underlying the Secured Term Loan Claims, cure past defaults (that are unrelated to the Chapter 11 case and the financialcondition of the Debtors), reimburse costs and otherwise leave unaltered the legal, equitable or contractual rights to which the holders are entitled prior to theEffective Date.

For U.S. federal income tax purposes, the modification of a debt instrument can give rise to a deemed exchange, whereby (among other things) gain or loss isrealized, if the modified debt instrument undergoes a “significant modification.” The applicable U.S. Treasury Regulations concerning modification of debtinstruments generally provide that a deemed exchange occurs when, based on all the facts and circumstances and taking into account all changes in the terms of thedebt instrument collectively (other than certain specified changes), the legal rights or obligations that are altered, and the degree to which they are altered, areeconomically significant. The Debtors believe that the reinstatement of the debt underlying the Secured Term Loan Claims should not be treated as a “significantmodification” of the debt underlying the Secured Term Loan Claims. Consequently, holders of Secured Term Loan Claims are not expected to have any materialU.S. federal income tax consequences from a deemed exchange of the debt underlying such Claims as a result of the implementation of the Modified Plan. Afterreinstatement of the Secured Term Loan Claims, holders will be treated for U.S. federal income tax purposes as owning the same debt instruments as they heldprior to reinstatement. The U.S. federal income tax treatment to holders of Secured Term Loan Claims of any payments to cure past defaults or reimburse costswill be based on how the holders previously reported such defaults and costs for U.S. federal income tax purposes. Each holder of Secured Term Loan Claims isurged to consult its tax advisor concerning the U.S. federal income tax consequences of the implementation of the Modified Plan.

(b) Holders of Revolving Credit Agreement Claims

Pursuant to the Modified Plan, and in full satisfaction of their Allowed Claim, holders of Revolving Credit Agreement Claims will receive a cash payment and aterm loan under the Amended and Restated Credit Agreement for the remaining amount set forth in the Modified Plan.

(i) Treatment of the Revolving Credit Agreement Claims

The receipt of cash and a term loan under the Amended and Restated Credit Agreement (term loans under the Amended and Restated Credit Agreement arehereafter referred to as the “ term loan obligations ”) in exchange for Revolving Credit Agreement Claims will be a fully taxable transaction to holders. Accordingly, in general, a U.S. Holder of a Revolving Credit Agreement Claim will recognize gain or loss in an amount equal to the difference, if any, between (i)the sum of (A) the amount of any cash and (B) the issue price (as defined below) of the term loan obligations received in satisfaction of its Claim (other than anyconsideration received in respect of a Claim for accrued but unpaid interest and possibly accrued original issue discount (“ OID ”)), and (ii) the holder’s adjustedtax basis in its Claim (other than any tax basis attributable to accrued but unpaid interest and possibly accrued OID). See2.e.— “Character of Gain or Loss,”below. A U.S. Holder of a Claim will have interest income to the extent of any consideration allocable to accrued but unpaid interest not previously included inincome. See2.d.— “Distributions in Discharge of Accrued Interest,” below.

A U.S. Holder’s tax basis in the term loan obligations received in respect of its Claim on the Effective Date should equal their issue price. The U.S. Holder’sholding period in such term loan obligations should begin on the day following the Effective Date.

23

The “issue price” of any term loan obligations under the Modified Plan depends on whether, at any time during the 31-day period ending 15 days after the EffectiveDate, such term loan obligations or the Revolving Credit Agreement Claims are considered traded on an “established market.” Pursuant to applicable U.S.Treasury regulations, an “established market” need not be a formal market. It is sufficient if there is a readily available sales price for an executed purchase or saleof the term loan obligations or Revolving Credit Agreement Claims, or if there is one or more “firm quotes” or “indicative quotes” for such term loan obligations orRevolving Credit Agreement Claims, in each case as such terms are defined in applicable U.S. Treasury regulations. If the term loan obligations received areconsidered traded on an established market, their issue price for U.S. federal income tax purposes will equal their fair market value as of the Effective Date. If theterm loan obligations are not considered traded on an established market but the Revolving Credit Agreement Claims are so treated, the issue price of the term loanobligations for U.S. federal income tax purposes will be based on the fair market value of the Revolving Credit Agreement Claims (with appropriate adjustments,such as for the amount of cash received, if any). If neither instrument is treated as traded on an established market, the issue price of the term loan obligations forU.S. federal income tax purposes generally will be their stated principal amount. If Paragon Parent determines that either the term loan obligations or RevolvingCredit Agreement Claims are traded on an established market, such determination and Paragon Parent’s determination of issue price will be binding on a U.S.Holder unless such holder discloses, on a timely-filed U.S. federal income tax return for the taxable year that includes the Effective Date that such holder’sdetermination is different from Paragon Parent’s determination, the reasons for such holder’s different determination and, if applicable, how such holderdetermined the fair market value.

(ii) Ownership of the Term Loan Obligations

It is possible that the term loan obligations may be treated as “contingent payment debt instruments” under the applicable U.S. Treasury regulations due to theprovision in the Amended and Restated Credit Agreement requiring the early repayment of principal upon the occurrence of certain contingencies. Because thecontingencies requiring an early repayment are remote as to likelihood, relate to the payment of an amount that is incidental relative to the total expected amount ofremaining payments under the Amended and Restated Credit Agreement and/or are within the control of the Debtors, the Debtors do not intend to treat the termloan obligations as (and the following discussion assumes such term loan obligations are not) contingent payment debt instruments under such U.S. Treasuryregulations and, instead, will treat such term loan obligations as described below under (A)—“Payments of Stated Interest on the Term Loan Obligations” and (B)—“Accrual of Original Issue Discount on the Term Loan Obligations.” However, the Debtors’ treatment of the term loan obligations is not binding on the IRS. Furthermore, s ince their issuance more than a decade ago, such U.S. Treasury regulations have reserved a place for the possible issuance of special rules withrespect to the treatment of payments that are contingent only as to timing. As a result, there remains some uncertainty as to the required treatment of suchcontingencies, and there can be no assurance that the IRS will not take a contrary position to that described above. Accordingly, each holder of Revolving CreditAgreement Claims is urged to consult its tax advisor regarding the possible application of the rules under the contingent payment debt instrument U.S. Treasuryregulations to the term loan obligations.

(A) Payments of Stated Interest on the Term Loan Obligations . Payments of stated interest on the term loan obligations generally should be taxableto a U.S. Holder as ordinary interest income at the time such payments are accrued or are received (in accordance with the U.S. Holder’s regular method of taxaccounting).

(B) Accrual of Original Issue Discount on the Term Loan Obligations. The term loan obligations may be treated as issued with OID. A debtinstrument generally has OID if its “stated redemption price at maturity” exceeds its “issue price” (as described in the preceding section, 2.b.i., above) by more thana deminimisamount. A term loan obligation’s “stated redemption price at maturity” for this purpose would include all principal and interest payable over the termof the term loan obligation, other than “qualified stated interest,” i.e.,stated interest that is unconditionally payable at least annually at a constant rate in cash orproperty (other than debt of the issuer). The stated interest payable on the term loan obligations should be considered qualified stated interest for this purpose.

24

If the term loan obligations are issued with OID, the holder of a term loan obligation generally will be required to include OID in gross income as it accrues overthe term of the loan in accordance with a constant yield-to-maturity method, regardless of whether the U.S. Holder is a cash or accrual method taxpayer, andregardless of whether and when the holder receives cash payments of interest on the obligation. Accordingly, a holder could be treated as receiving interest incomein advance of a corresponding receipt of cash. Any OID that a holder includes in income will increase the holder’s adjusted tax basis in the term loan obligation. AU.S. Holder generally will not be required to include separately in income cash payments (other than in respect of qualified stated interest) received on the termloan obligation; instead, such payments will reduce the holder’s adjusted tax basis in the term loan obligation by the amount of the payment.

The amount of OID includible in income for a taxable year by a U.S. Holder generally equals the sum of the daily portions of OID that accrue on a term loanobligation for each day during the taxable year on which such holder holds the term loan obligation, whether reporting on the cash or accrual basis of accountingfor U.S. federal income tax purposes. The daily portion is determined by allocating to each day of an accrual period (generally, the period between interestpayments or compounding dates) a pro rata portion of the OID allocable to such accrual period. The amount of OID that will accrue during an accrual period is theproduct of the “adjusted issue price” of the term loan obligation at the beginning of the accrual period multiplied by the yield to maturity of the term loan obligationless the amount of any qualified stated interest allocable to such accrual period. The “adjusted issue price” of a term loan obligation at the beginning of an accrualperiod will equal its issue price, increased by the aggregate amount of OID that has accrued on the term loan obligation in all prior accrual periods, and decreasedby any payments made during all prior accrual periods on the term loan obligation other than qualified stated interest.

The rules regarding the determination of issue price and OID are complex, and the OID rules described above may not apply in all cases. Accordingly, each holderof Revolving Credit Agreement Claims is urged to consult its tax advisor regarding the possible application of the OID rules to the term loan obligations.

(c) Holders of Senior Notes Claims

Pursuant to the Modified Plan, and in full satisfaction of their respective Allowed Senior Notes Claim, holders of Senior Notes Claims will receive New Notes,Parent Ordinary Shares and a cash payment.

(i) Treatment of the Senior Notes Claims

The U.S. federal income tax consequences of the Modified Plan to a U.S. Holder of Senior Notes Claims depends, in part, on (A) whether the holder’s Claimconstitutes a “security” of Paragon Parent for U.S. federal income tax purposes and (B) whether the New Notes constitute a “security” of Paragon Parent for U.S.federal income tax purposes. If a Senior Notes Claim does not constitute a security of Paragon Parent, then the receipt of New Notes, Parent Ordinary Shares andcash in satisfaction of the Claim in accordance with the Modified Plan will be treated as a fully taxable transaction, with the consequences described below under(A)—“Fully Taxable Exchange.” If, on the other hand, a Senior Notes Claim constitutes a security of Paragon Parent, then the receipt of New Notes, ParentOrdinary Shares and cash in satisfaction of the Claim in accordance with the Modified Plan should be treated as part of a “reorganization” for U.S. federal incometax purposes, with the consequences described below under (B)—“Reorganization Treatment.”

25

The term “security” is not defined in the Tax Code or in the U.S. Treasury regulations issued thereunder and has not been clearly defined by judicial decisions. Thedetermination of whether a particular debt obligation constitutes a “security” depends on an overall evaluation of the nature of the debt, including whether theholder of such debt obligation is subject to a material level of entrepreneurial risk and whether a continuing proprietary interest is intended or not. One of the mostsignificant factors considered in determining whether a particular debt obligation is a security is its original term. In general, debt obligations issued with aweighted average maturity at issuance of less than five (5) years do not constitute securities, whereas debt obligations with a weighted average maturity at issuanceof ten (10) years or more constitute securities. Each holder of Senior Notes Claims is urged to consult its tax advisor regarding the appropriate status for U.S.federal income tax purposes of its Senior Notes Claims.

The New Notes have a maturity term that is less than (5) five years. The Debtors do not intend that holders of the New Notes have a continuing proprietary interestin Paragon Parent. Additionally, based on the Debtors’ Projections, the Debtors do not believe the holders of the New Notes will be subject to a material level ofentrepreneurial risk. Accordingly, the Debtors believe, and the following discussion assumes, that the New Notes do not constitute “securities” for this purpose.Each holder of Senior Notes Claims is urged to consult its tax advisor regarding the appropriate status for U.S. federal income tax purposes of the New Notes.

(A) Fully Taxable Exchange . In general, if a Senior Notes Claim does not constitute a “security” for U.S. federal income tax purposes, the holder willrecognize gain or loss in an amount equal to the difference, if any, between (i) the sum of (A) the amount of cash, (B) the issue price (as defined below) of the NewNotes and (C) the aggregate fair market value (as of the Effective Date) of the Parent Ordinary Shares received in satisfaction of its Claim (other than anyconsideration received in respect of a claim for accrued but unpaid interest and possibly accrued OID), and (ii) the holder’s adjusted tax basis in its Claim (otherthan any tax basis attributable to accrued but unpaid interest and possibly accrued OID). See2.e.— “Character of Gain or Loss,” below. A U.S. Holder of a SeniorNotes Claim will have interest income to the extent of any exchange consideration allocable to accrued but unpaid interest not previously included in income. See2.d.— “Distributions in Discharge of Accrued Interest,” below.

In the case of a taxable exchange, a U.S. Holder’s tax basis in New Notes received in respect of its Senior Notes Claim on the Effective Date should equal theirissue price. A U.S. Holder’s tax basis in Parent Ordinary Shares received in respect of its Senior Notes Claim on the Effective Date should equal the fair marketvalue of such Parent Ordinary Shares on the Effective Date. The U.S. Holder’s holding period in such New Notes and Parent Ordinary Shares should begin on theday following the Effective Date.

(B) Reorganization Treatment. The classification of an exchange as a “reorganization” for U.S. federal income tax purposes generally serves to deferthe recognition of any gain or loss by the holder. However, a U.S. Holder generally is still required to recognize any gain to the extent the holder receives “boot” inthe reorganization exchange, i.e., consideration other than stock or “securities” of the exchanging company. Accordingly, a U.S. Holder of Senior Notes Claimgenerally will not recognize any loss upon the exchange, but will recognize any gain (computed as described in the preceding section) to the extent of the amountof cash and the aggregate fair market value as of the Effective Date of the New Notes (namely, the “boot”) received by the U.S. Holder in the exchange in respectof its Senior Notes Claim. In addition, even within an otherwise tax-free reorganization, a U.S. Holder will have taxable interest income to the extent of anyconsideration allocable to accrued but unpaid interest not previously included in income. See2.d.— “Distributions in Discharge of Accrued Interest,” below.

26

In a reorganization exchange, a U.S. Holder’s aggregate tax basis in Parent Ordinary Shares received will equal such holder’s aggregate adjusted tax basis in theSenior Notes Claims exchanged therefor, increased by any gain or certain interest income recognized in the exchange and decreased by the amount of boot receivedin the exchange. The U.S. Holder’s holding period in Parent Ordinary Shares received will include its holding period in the Secured Notes Claims exchangedtherefor, except to the extent received in respect of accrued but unpaid interest.

(ii) Ownership of New Notes

(A) Determination of Original Issue Discount on the New Notes. The New Notes will be considered as issued with OID in an amount by which its“stated redemption price at maturity” exceeds its “issue price”, if such excess is more than a deminimisamount. The deminimisamount is equal to 0.25% of thestated redemption price at maturity multiplied by the number of remaining whole years to maturity. The general rule is that the “stated redemption price atmaturity” of a debt instrument is the sum of all payments provided by the debt instrument other than payments of “qualified stated interest.” The term “qualifiedstated interest” means stated interest that is unconditionally payable in cash or in property (other than debt instruments of the issuer) at least annually at a singlefixed rate. Because Paragon Parent has the option to make interest payments in PIK Notes instead of paying in cash or Parent Ordinary Shares, the stated interestpayments on the New Notes are not qualified stated interest, so cash interest payable on the New Notes (or interest paid in Parent Ordinary Shares) will be includedin the stated redemption price at maturity. Thus, such interest will be taken into account in determining the amount of OID with respect to the New Notes, andtaxed as OID rather than in accordance with the U.S. Holder’s regular method of accounting.

The “issue price” of the New Notes depends on whether, at any time during the 31-day period ending 15 days after the Effective Date, such New Notes or theSenior Notes Claims are considered traded on an “established market” for U.S. federal income tax purposes. If the New Notes received are considered traded on anestablished market, their issue price for U.S. federal income tax purposes will equal their fair market value as of the Effective Date. If the New Notes are notconsidered traded on an established market but the Senior Notes Claims are so treated, the issue price of the New Notes for U.S. federal income tax purposes willbe based on the fair market value of the Senior Notes Claims (with appropriate adjustments, such as for the amount of cash received and the fair market value of theParent Ordinary Shares received, if any). If neither instrument is treated as traded on an established market, the issue price of the New Notes for U.S. federalincome tax purposes generally will be their stated principal amount. If Paragon Parent determines that either the New Notes or Senior Notes Claims are traded onan established market, such determination and Paragon Parent’s determination of issue price will be binding on a U.S. Holder unless such holder discloses, on atimely-filed U.S. federal income tax return for the taxable year that includes the Effective Date that such holder’s determination is different from Paragon Parent’sdetermination, the reasons for such holder’s different determination and, if applicable, how such holder determined the fair market value.

To determine the amount of OID that a U.S. Holder must include in income, it is assumed, as provided in applicable U.S. Treasury regulations, that Paragon Parentwill pay interest in cash or Parent Ordinary Shares rather than in PIK Notes because such choice minimizes the yield on the New Notes. ThisassumptionismadesolelyforU.S.federalincometaxpurposesanddoesnotconstitutearepresentationbyParagonParentregardingtheactualamounts,ortimingofamounts,thatwillbepaidontheNewNotes,ortheformofsuchpayments.If this assumption is contrary to actual circumstances (a “change in circumstances”), then solely forpurposes of determining the amount of OID on the New Notes, the New Notes will be treated as retired and reissued on the date of the change in circumstances foran amount equal to the “adjusted issue price” (as defined below) of the New Notes.

27

(B) Accrual of Original Issue Discount on the New Notes. A U.S. Holder generally will be required to include such OID in gross income as it accruesover the term of the New Notes in accordance with a constant yield-to-maturity method, regardless of whether the U.S. Holder is a cash or accrual method taxpayer,and regardless of whether and when the holder receives payments of interest on the New Notes in cash or Parent Ordinary Shares. Accordingly, a holder could betreated as receiving interest income in advance of a corresponding receipt of cash or Parent Ordinary Shares. Any OID that a holder includes in income willincrease the holder’s adjusted tax basis in the New Notes. A U.S. Holder generally will not be required to include separately in income payments received on theNew Notes in cash or Parent Ordinary Shares; instead, such payments will reduce the holder’s adjusted tax basis in the New Notes by the amount of any cashpayment or the fair market value of any payment in Parent Ordinary Shares.

The amount of OID includible in income for a taxable year by a U.S. Holder generally equals the sum of the daily portions of OID that accrue on the New Notes foreach day during the taxable year on which such holder holds the New Notes, whether reporting on the cash or accrual basis of accounting for U.S. federal incometax purposes. The daily portion is determined by allocating to each day of an accrual period (generally, the period between interest payments or compoundingdates) a pro rata portion of the OID allocable to such accrual period. The amount of OID that will accrue during an accrual period is the product of the “adjustedissue price” of the New Notes at the beginning of the accrual period multiplied by the yield to maturity of the New Notes less the amount of any qualified statedinterest allocable to such accrual period. The “adjusted issue price” of a New Note at the beginning of an accrual period will equal its issue price, increased by theaggregate amount of OID that has accrued on the New Note in all prior accrual periods, and decreased by any payments made during all prior accrual periods onthe New Note other than qualified stated interest.

The rules regarding the determination of issue price and OID are complex, and the OID rules described above may not apply in all cases. Accordingly, each holderof Senior Notes Claims is urged to consult its tax advisor regarding the possible application of the OID rules to the New Notes.

(iii) Ownership and Disposition of Parent Ordinary Shares

(A) General Treatment. The following discussion is qualified in part by the discussion in the next section regarding the possible treatment of ParagonParent as a passive foreign investment company (“ PFIC ”) or a controlled foreign corporation (“ CFC ”).

Distributions on Parent Ordinary Shares . In general, any cash distributions with respect to the Parent Ordinary Shares will be treated as a taxable dividend to theextent paid out of Paragon Parent’s current or accumulated earnings and profits as determined under U.S. federal income tax principles (“earnings and profits”),and will be includible by the U.S. Holder as ordinary income when received. To the extent the amount of any distribution exceeds available earnings and profitswith respect to such distribution, the excess will be applied against and will reduce the U.S. Holder’s adjusted tax basis (on a dollar-for-dollar basis) in respect ofthe Parent Ordinary Shares as to which the distribution was made, but not below zero. Any remaining excess will be treated as gain from the sale or exchange ofParent Ordinary Shares, with the consequences discussed below ( see “Disposition of Parent Ordinary Shares,” below). The Debtors do not expect that ParagonParent will keep record of its earnings and profits in accordance with U.S. federal income tax principles. Therefore, U.S. Holders should expect that a cashdistribution on Parent Ordinary Shares will generally be treated as a dividend.

28

Any such taxable dividends received by a U.S. Holder will not be eligible for the “dividends received deduction” for corporate U.S. Holders. Any such taxabledividends will be eligible for reduced rates of taxatio n as “qualified dividend income” for non-corporate U.S. Holders if they are received at a time when (i) theParent Ordinary Shares are readily tradable on an established securities market in the United States (including, e.g., being listed on the NYSE or NASDAQ) or (ii)Paragon Parent is eligible for the benefits of a comprehensive income tax treaty with the United States which the Secretary of the U.S. Treasury has determined issatisfactory and which includes an exchange of information program (including, e.g., as of the date hereof, the Convention between the Government of the UnitedStates of America and the Government of the United Kingdom of Great Britain and Northern Ireland for the Avoidance of Double Taxation and the Prevention ofFiscal Evasion with respect to Taxes on Income and Capital Gains). Otherwise, such taxable dividends will not be eligible for reduced rates of taxation as“qualified dividend income.”

The Debtors intend to seek listing of the Parent Ordinary Shares on the NYSE or NASDAQ upon consummation of the Modified Plan ( seeXI.D.1.—“Market forSecurities,” hereof). However, no assurance can be given that the Debtors will be successful with such listing or that Paragon Parent will qualify for the benefits ofa comprehensive income tax treaty as described above. Accordingly, each U.S. Holder is urged to consult its tax advisor regarding whether taxable dividendsreceived by such U.S. Holder will be eligible for qualified dividend income treatment.

Disposition of Parent Ordinary Shares . Unless a nonrecognition provision applies and subject to the discussion below with respect to market discount ( see2.e.—“Character of Gain or Loss,” below), U.S. Holders generally will recognize capital gain or loss upon the sale or exchange of Parent Ordinary Shares in an amountequal to the difference between (i) the holder’s adjusted tax basis in its Parent Ordinary Shares held and (ii) the sum of the cash and the fair market value of anyproperty received from such disposition. Any such gain or loss generally should be long-term if the holder’s holding period for its Parent Ordinary Shares held ismore than one year at that time. A reduced tax rate on long-term capital gain may apply to non-corporate holders. The deductibility of capital losses is subject tosignificant limitations.

Notwithstanding the foregoing, any gain recognized by a U.S. Holder upon a subsequent disposition of the Parent Ordinary Shares (or any stock or propertyreceived for such Parent Ordinary Shares in a later tax-free exchange) received in exchange for a Senior Notes Claim will be treated as ordinary income for U.S.federal income tax purposes to the extent of (i) any ordinary loss deductions incurred upon exchange or previously as a result of a holder’s write-down of the SeniorNotes Claim, decreased by any income (other than interest income) recognized by the holder upon exchange of the Senior Notes Claim, and (ii) with respect to acash-basis holder and in addition to clause (i) above, any amounts which would have been included in its gross income if the holder’s Senior Notes Claim had beensatisfied in full but which was not included by reason of the cash method of accounting.

(B) Possible Treatment of Paragon Parent as a Passive Foreign Investment Company or Controlled Foreign Corporation. Paragon Parent or anyof its subsidiaries may be classified as a PFIC for U.S. federal income tax purposes. In general, a foreign corporation will be classified as a PFIC if (i) 75% or moreof its gross income in a taxable year, including its pro rata share of the gross income of any company treated as a corporation for U.S. federal income tax purposes,U.S. or foreign, in which the foreign corporation is considered to own, directly or indirectly, 25% or more of the shares by value, is passive income, or (ii) at least50% of its assets in a taxable year, averaged quarterly over the year and ordinarily determined based on fair market value and including its pro rata share of theassets of any company treated as a corporation for U.S. federal income tax purposes, U.S. or foreign, in which the foreign corporation is considered to own, directlyor indirectly, 25% or more of the shares by value, produce, or are held for the production of, passive income. Passive income for this purpose generally includes,among other items, interest, dividends, royalties, rents and annuities. The Debtors do not expect that, as of the Effective Date, Paragon Parent or any of itssubsidiaries will constitute a PFIC for U.S. federal income tax purposes. There can be no assurance, however, that the IRS or a court will agree or that ParagonParent or one of its subsidiaries will not be or later become a PFIC. Each holders is urged to consult its tax advisor regarding whether Paragon Parent or any of itssubsidiaries will constitute a PFIC for U.S. federal income tax purposes and, if so, the U.S. federal, state, local, and foreign tax consequences of holding ParentOrdinary Shares.

29

Paragon Parent or any of its subsidiaries may be classified as a CFC for U.S. federal income tax purposes. In general, a foreign corporation will be classified as aCFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution)by “U.S. Shareholders.” A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (directly, indirectly or by attribution) 10% or more of thecombined voting power (generally the right to vote for directors of the corporation) of all classes of shares of a foreign corporation. The Debtors do not expect that,as of the Effective Date, Paragon Parent or any of its subsidiaries will constitute a CFC for U.S. federal income tax purposes. There can be no assurance, however,that Paragon Parent or one of its subsidiaries will not be or later become a CFC. Each holder is urged to consult its tax advisor regarding whether Paragon Parent orany of its subsidiaries will constitute a CFC for U.S. federal income tax purposes and, if so, the U.S. federal, state, local, and foreign tax consequences of holdingParent Ordinary Shares.

Distributions on and Disposition of Parent Ordinary Shares if Paragon Parent is a PFIC . Under the PFIC rules, if Paragon Parent was a PFIC for any taxable yearduring which a U.S. Holder holds Parent Ordinary Shares, Paragon Parent would continue to be treated as a PFIC with respect to such U.S. Holder for allsucceeding years during which the U.S. Holder holds the Parent Ordinary Shares unless (i) Paragon Parent ceases to be a PFIC and (ii) the U.S. Holder makes a“deemed sale” election under the PFIC rules. In general, if Paragon Parent is a PFIC for any taxable year during which a U.S. Holder holds Parent OrdinaryShares, any gain recognized by the U.S. Holder on a sale or other disposition of Parent Ordinary Shares, as well as the amount of an “excess distribution” (definedbelow) received by such U.S. Holder, would be allocated ratably over the U.S. Holder’s holding period for the Parent Ordinary Shares. The amounts allocated tothe taxable year of the sale or other disposition (or the taxable year of receipt, in the case of an excess distribution) and to any year before Paragon Parent became aPFIC would be taxed as ordinary income. The amounts allocated to each other taxable year would be subject to tax at the highest rate in effect for individuals orcorporations, as appropriate, for that taxable year, and an interest charge would be imposed. For purposes of these rules, an excess distribution is the amount bywhich any distribution received by a U.S. Holder on its Parent Ordinary Shares in a taxable year exceeds 125% of the average of the annual distributions on theParent Ordinary Shares received during the preceding three years or the U.S. Holder’s holding period, whichever is shorter. Certain elections may be available thatwould result in alternative treatments (such as mark-to-market treatment) of the Parent Ordinary Shares. The Debtors do not intend to make available theinformation necessary for holders to make a “qualified electing fund” election with respect to their Parent Ordinary Shares.

The rules relating to PFICs are complex. Each holder is urged to consult its tax advisor regarding whether Paragon Parent will constitute a PFIC and, if so, the U.S.federal, state, local, and foreign tax consequences of holding the Parent Ordinary Share.

Deemed Dividends and Actual Distributions on Parent Ordinary Shares if Paragon Parent is a Controlled Foreign Corporation . If Paragon Parent is treated as aCFC for U.S. federal income tax purposes, a U.S. Shareholder of Paragon Parent would be treated, subject to certain exceptions, as receiving a deemed dividend atthe end of the taxable year from Paragon Parent in an amount equal to that person’s pro rata share of the “Subpart F income” of Paragon Parent to the extent ofParagon Parent’s earnings and profits, as determined under U.S. federal income tax principles. Such deemed dividend would be treated as income from sourceswithin the United States for U.S. foreign tax credit limitation purposes to the extent that it is attributable to income of Paragon Parent from sources within theUnited States. Among other items, and subject to certain exceptions, “Subpart F income” includes dividends, interest, annuities, gains from the sale or exchange ofshares and securities, certain gains from commodities transactions, certain types of insurance income and income from certain transactions with related parties. If aCFC’s Subpart F income exceeds 70% of its gross income for a taxable year, the entire amount of the CFC’s income for such taxable year will be treated as SubpartF income.

30

Any actual distributions made by Paragon Parent to a U.S. Holder will be taxable in the manner described in the preceding section “General Treatment,” to theextent that such amounts have not previously been included in income as a deemed dividend by such holder.

The rules relating to CFCs are complex. Each holder is urged to consult its tax advisor regarding whether Paragon Parent will constitute a CFC and, if so, the U.S.federal, state, local, and foreign tax consequences of holding Parent Ordinary Shares.

(d) Distributions in Discharge of Accrued Interest

In general, to the extent that any exchange consideration received pursuant to the Modified Plan (whether cash, stock or other property) by a U.S. Holder of a Claimis received in satisfaction of interest accrued during its holding period, such amount will be taxable to the holder as interest income (if not previously included inthe holder’s gross income). Conversely, a U.S. Holder may be entitled to recognize a deductible loss to the extent any accrued interest or amortized OID waspreviously included in its gross income and is not paid in full. However, the IRS has privately ruled that a holder of a “security” of a corporate issuer, in anotherwise tax-free exchange, could not claim a current deduction with respect to any unpaid OID. Accordingly, it is also unclear whether, by analogy, a U.S.Holder of a Claim that does not constitute a “security” would be required to recognize a capital loss, rather than an ordinary loss, with respect to previouslyincluded OID that is not paid in full.

The Modified Plan provides that to the extent that any Allowed Secured Claim entitled to a distribution under the Modified Plan is comprised of indebtedness andaccrued but unpaid interest thereon, such distribution will be allocated first to the principal amount (as determined for U.S. federal income tax purposes) of theClaim and then to accrued but unpaid interest. SeeSection 6.13 of the Modified Plan. There is no assurance that the IRS will respect such allocation for U.S.federal income tax purposes. You are urged to consult your tax advisor regarding the allocation of consideration received under the Modified Plan, as well as thedeductibility of accrued but unpaid interest (including OID) and the character of any loss claimed with respect to accrued but unpaid interest (including OID)previously included in gross income for U.S. federal income tax purposes.

(e) Character of Gain or Loss

Generally, the gain or loss recognized by a U.S. Holder with respect to a Claim will be a capital gain or loss unless the Claim was acquired at a market discount,and depending on whether and the extent to which the holder previously claimed a bad debt deduction. Any such capital gain or loss generally should be long-termif the holder’s holding period in the Claim is more than one year.

A U.S. Holder that purchased its Claims from a prior holder at a “market discount” (relative to the principal amount of the Claims at the time of acquisition) may besubject to the market discount rules of the Tax Code. In general, a debt instrument is considered to have been acquired with “market discount” if the holder’sadjusted tax basis in the debt instrument is less than (i) its stated principal amount or (ii) in the case of a debt instrument issued with OID, its adjusted issue price, ineach case, by at least a deminimisamount. Under these rules, any gain recognized on the exchange of Claims (other than in respect of a Claim for accrued butunpaid interest) generally will be treated as ordinary income to the extent of the market discount accrued (on a straight line basis or, at the election of the holder, ona constant yield basis) during the holder’s period of ownership, unless the holder elected to include the market discount in income as it accrued. If a U.S. Holder ofClaims did not elect to include market discount in income as it accrued and, thus, under the market discount rules, was required to defer all or a portion of anydeductions for interest on debt incurred or maintained to purchase or carry its Claims, such deferred amounts would become deductible at the time of the exchangebut, if the exchange is a reorganization exchange, only up to the amount of gain that the holder recognizes in the exchange.

31

In the case of an exchange of Senior Notes Claims that qualifies as a reorganization exchange, the Tax Code indicates that any accrued market discount in respectof the Senior Notes Claims should not be currently includible in income under U.S. Treasury regulations to be issued. Rather, such accrued market discount shouldcarry over to any nonrecognition property received in exchange therefor ( i.e., to Parent Ordinary Shares) and should be recognized as interest income upon ataxable disposition of such nonrecognition property. Any gain recognized by a U.S. Holder upon a subsequent disposition of such Parent Ordinary Shares would betreated as ordinary income to the extent of any accrued market discount not previously included in income. To date, specific U.S. Treasury regulationsimplementing this rule have not been issued.

(f) Information Reporting and Backup Withholding

Payments of interest (including accruals of OID) or dividends and any other reportable payments, possibly including amounts received pursuant to the ModifiedPlan and payments of proceeds from the sale, retirement or other disposition of the exchange consideration, may be subject to “backup withholding” (currently at arate of 28%) if a recipient of those payments fails to furnish to the payor certain identifying information and, in some cases, a certification that the recipient is notsubject to backup withholding. Backup withholding is not an additional tax. Any amounts deducted and withheld generally should be allowed as a credit againstthat recipient’s U.S. federal income tax, provided that appropriate proof is timely provided under rules established by the IRS. Furthermore, certain penalties maybe imposed by the IRS on a recipient of payments who is required to supply information but who does not do so in the proper manner. Backup withholdinggenerally should not apply with respect to payments made to certain exempt recipients, such as corporations and financial institutions. Information may also berequired to be provided to the IRS concerning payments, unless an exemption applies. You are urged to consult your tax advisor regarding your qualification forexemption from backup withholding and information reporting and the procedures for obtaining such an exemption.

U.S. Treasury regulations generally require disclosure by a taxpayer on its U.S. federal income tax return of certain types of transactions in which the taxpayerparticipated, including, among other types of transactions, certain transactions that result in the taxpayer’s claiming a loss in excess of certain thresholds. You areurged to consult your tax advisor regarding these U.S. Treasury regulations and whether the contemplated transactions under the Modified Plan would be subject tothese U.S. Treasury regulations and require disclosure on your tax return.

Theforegoingsummaryhasbeenprovidedforinformationalpurposesonly.EachholderofClaimsisurgedtoconsultitstaxadvisorconcerningtheU.S.federal,state,local,andothertaxconsequencesapplicableundertheModifiedPlan.

32

B. Certain U.K. Tax Consequences of the Modified Plan

1. Applicable Law

A release, partial release or cancellation of indebtedness (a “ Release ”) can give rise to a taxable receipt for a United Kingdom taxpayer debtor in certaincircumstances, including where the indebtedness to be subject to a Release constitutes a “loan relationship” (very broadly, a transaction under which one party haslent money and the other party has incurred a money debt) of the debtor. Credits and debits (in layman’s terms, these can be broadly equated with the concepts oftaxable income and tax deductions, although technically the concepts are not wholly equivalent) arising for a company in respect of its loan relationships are taxedin accordance with generally accepted accounting treatment. A Release would normally give rise to the recognition of a credit for accounting purposes in theaccounts of the debtor company and, accordingly, a taxable credit in accordance with the UK’s loan relationship legislation. However, this potential occasion ofUK tax charge is subject to certain exceptions. In the following, the UK Corporation Tax Act 2009 is referred to as the Taxes Act.

2. Application to the Modified Plan

The Taxes Act provides an exception for a Release that is not (i) a deemed release (“ Deemed Release ”), which arises where creditor rights are acquired for aconsideration which is less than the carrying value of the corresponding liability in the debtor’s accounts by a company which is or becomes connected to a debtoror (ii) a release of relevant rights, which are rights acquired by a company prior to November 18, 2015 and which would, but for the application of certainexceptions, have given rise to a Deemed Release when acquired. This exception only applies where, immediately before the release, it is reasonable to assume that,without the release, there would be a material risk that the company would become unable to pay its debts over the next 12 months. The Debtors’ chapter 11 filingis, in our view, strong evidence that it is reasonable to assume that there is a material risk that the Debtors would, without the Releases of the debt obligations ofParagon Parent, become unable to pay their debts as they fall due at some point within the next 12 months. On this basis, no taxable credit should arise to ParagonParent under UK tax law in respect of the Releases of its debt obligations. Notwithstanding the above, no assurance can be given that Her Majesty’s Revenue andCustoms (“ HMRC ”) will accept that the circumstances necessary to rely on this exception apply in relation to such Releases such that the exception is available.

Additionally, some of the Releases of debt obligations of Paragon Parent under the Modified Plan are occurring in exchange for ordinary shares in Paragon Parentbeing issued to Class 5 in partial satisfaction of the Senior Notes Claims. As a result, another exception under the Taxes Act, for releases in consideration of sharesforming part of the ordinary share capital of the debtor company, may apply. This exception, however, may only apply to that portion of the loan relationshipwhich is Released in exchange for such ordinary equity (and not for any portion for which other consideration – for example, cash – is given). Given that sharesare only part of the consideration given to Class 5 in satisfaction of the Senior Note Claims, and that other Classes involved in Releases of the debt obligations ofParagon Parent are not due to receive ordinary equity under the Modified Plan, Paragon Parent does not intend to rely solely on this exception, as it may onlyprovide partial relief from any potential charge to UK tax.

In addition, the Modified Plan is likely to be a “statutory insolvency arrangement”, in which case a Release of the debt obligations of Paragon Parent should fallwithin another of the exceptions to the potential UK tax charge, preventing a taxable credit arising for UK tax purposes. This is because it is an arrangement orcompromise which is similar in effect to a scheme of arrangement under the Companies Act 2006 or a voluntary arrangement under the Insolvency Act 1986 (twoof several types of procedure cited in the relevant “statutory insolvency arrangement” definition). An additional similarity to a scheme of arrangement is that it is acourt-approved procedure. Notwithstanding the above, no assurance can be given that HMRC will agree that the Modified Plan qualifies as an overseas equivalentof a UK “statutory insolvency arrangement.”

33

Of the remaining relevant exceptions under the Taxes Act, Paragon Parent would likely not be able to take advantage of the exception under the Taxes Act whichapplies to Releases that are the consequence of the making of a mandatory reduction instrument or a third country instrument or the exercise of a stabilisationpower under Part I of the UK’s Banking Act 2009. There is an additional exception which applies to Releases taking place in a period where the debtor company isin an insolvency procedure (e.g., an “insolvent liquidation” or “insolvent administration,” as described in the Taxes Act), but, it may be that the Debtors do not fallwithin the technical definition of “insolvent” for the purposes of the UK’s insolvency legislation; if they are not, the exception would not be available.

The foregoing summary has been provided for informational purposes only. Each holder of Claims is urged to consult its tax advisor concerning the U.K.and other tax consequences applicable under the Modified Plan.

VI.CONFIRMATION OF THE MODIFIED PLAN

A. Confirmation Hearing

The Confirmation Hearing has been scheduled to continue on Thursday, September 8, 2016 , before the Honorable Christopher S. Sontchi, United StatesBankruptcy Judge, in the Bankruptcy Court for testimony regarding the Noble Settlement Agreement. Thereafter, the Confirmation Hearing will resume onThursday, September 27, 2016 at 10:00 a.m. (prevailing Eastern Time) to consider confirmation of the Modified Plan. The Confirmation Hearing may beadjourned or continued from time to time by the Court. The Modified Plan may be further modified, if necessary, prior to, during, or as a result of theConfirmation Hearing.

B. Objections To Confirmation

The deadline to object or respond to confirmation of the Modified Plan for any party in interest except for the Secured Term Loan Agent is Friday, September 9,2016 at 4:00 p.m. (Prevailing Eastern Time), and for the Secured Term Loan Agent is Monday, September 12 at 11:00 a.m. (Prevailing Eastern Time) (the “Plan Objection Deadline ”).

Section 1128(b) of the Bankruptcy Code provides that any party in interest may object to the confirmation of a plan. Any objection to confirmation of the ModifiedPlan must be in writing, must conform to the Bankruptcy Rules and the Local Rules, must set forth the name of the objector, the nature and amount of Claims heldor asserted by the objector against the Debtors’ estates or properties, the basis for the objection and the specific grounds therefore, and must be filed with theBankruptcy Court, with a copy to the chambers of the United States Bankruptcy Judge appointed to the Chapter 11 Cases, together with proof of service thereof,and served upon the following parties, including such other parties as the Bankruptcy Court may order:

34

(a) TheDebtorsandCounseltotheDebtors: Paragon Offshore plc c/o Paragon Offshore Services LLC 3151 Briarpark Drive Houston, Texas 77042 Attn: Todd Strickler - Vice President, General Counsel and Corporate Secretary Telephone: (832) 783-4000 Email: [email protected] –and– Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, Delaware 19801 Attn: Mark D. Collins, Esq. Telephone: (302) 651-7700 Email: [email protected] – and– Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Attn: Gary T. Holtzer, Esq. Stephen A. Youngman, Esq. Telephone: (212) 310-8000 Email: [email protected] [email protected] (b) TheUnitedStatesTrustee: Office of the U.S .Trustee for the District of Delaware 944 King Street, Suite 2207, Lockbox 35 Wilmington, Delaware 19899-0035 Attn: Natalie Cox, Esq. (c) The AdHocCommitteeofSeniorNoteholders: Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Attn: Andrew N. Rosenberg, Esq. Elizabeth R. McColm, Esq. Telephone: (212) 373-3000 Email: [email protected] [email protected]

35

(d) TheRevolvingCreditFacilityAgent: Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017 Attn: Sandeep Qusba, Esq. Kathrine A. McLendon, Esq. Telephone: (212) 455-2000 Email: [email protected] [email protected]

UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND FILED, IT MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT.

VII.CONCLUSION AND RECOMMENDATION

The Debtors believe the Modified Plan is in the best interests of all stakeholders and urge the holders of Claims in Classes 3 and 5 to vote in favor thereof.

Dated: August 16, 2016 Houston, Texas

[Thebalanceofthispagehasbeenintentionallyleftblank.]

36

PARAGON OFFSHORE PLC PARAGON INTERNATIONAL FINANCE COMPANY PARAGON OFFSHORE FINANCE COMPANY PARAGON OFFSHORE LEASING (SWITZERLAND) GMBH PARAGON OFFSHORE CONTRACTING GMBH PARAGON HOLDING NCS 2 S.Á R.L. PARAGON OFFSHORE (LUXEMBOURG) S.Á R.L. PARAGON OFFSHORE LEASING (LUXEMBOURG) S.Á R.L. PARAGON OFFSHORE INTERNATIONAL LTD. PARAGON DUCHESS LTD. PARAGON (MIDDLE EAST) LIMITED PARAGON ASSET COMPANY LTD. PARAGON ASSET (ME) LTD. PARAGON HOLDING SCS 2 LTD. PARAGON FDR HOLDINGS LTD. PARAGON HOLDING SCS 1 LTD. PARAGON OFFSHORE (NORTH SEA) LTD. PARAGON ASSET (UK) LTD. PARAGON OFFSHORE HOLDINGS US INC. PARAGON DRILLING SERVICES 7 LLC PARAGON OFFSHORE DRILLING LLC PARAGON LEONARD JONES LLC PARAGON OFFSHORE DO BRASIL LTDA. PARAGON OFFSHORE (NEDERLAND) B.V. PGN OFFSHORE DRILLING (MALAYSIA) SDN. BHD. PARAGON OFFSHORE (LABUAN) PTE. LTD By: /s/ Randall D. Stilley Name: Randall D. Stilley Title: Chief Executive Officer and President

EXHIBIT A

UNITED STATES BANKRUPTCY COURTFOR THE DISTRICT OF DELAWARE

x : In re : Chapter 11

: PARAGON OFFSHORE PLC, etal., 1 : Case No. 16–10386 (CSS) :

Debtors. : : Jointly Administered x

MODIFIED SECOND AMENDED JOINT CHAPTER 11 PLANOF PARAGON OFFSHORE PLC AND ITS AFFILIATED DEBTORS

WEIL, GOTSHAL & MANGES LLP RICHARDS, LAYTON & FINGER, P.A.Gary T. Holtzer Mark D. Collins (No. 2981)Stephen A. Youngman One Rodney Square767 Fifth Avenue 920 North King StreetNew York, New York 10153 Wilmington, Delaware 19801Telephone: (212) 310-8000 Telephone: (302) 651-7700Facsimile: (212) 310-8007 Facsimile: (302) 651-7701 AttorneysforDebtorsand AttorneysforDebtorsandDebtorsinPossession DebtorsinPossession

Dated: August 15, 2016 Wilmington, Delaware

1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Paragon Offshore plc(6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); ParagonOffshore Drilling LLC (4541); Paragon FDR Holdings Ltd. (4731); Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l. (5897); PGN Offshore Drilling(Malaysia) Sdn. Bhd. (9238); Paragon Offshore (Labuan) Pte. Ltd. (3505); Paragon Holding SCS 2 Ltd. (4108); Paragon Asset Company Ltd. (2832); ParagonHolding SCS 1 Ltd. (4004); Paragon Offshore Leasing (Luxembourg) S.à r.l. (5936); Paragon Drilling Services 7 LLC (7882); Paragon Offshore Leasing(Switzerland) GmbH (0669); Paragon Offshore do Brasil Ltda.; Paragon Asset (ME) Ltd. (8362); Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd.(6103); Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited (0667); Paragon Holding NCS 2 S.à r.l. (5447); Paragon Leonard Jones LLC (8826);Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (2832). The Debtors’ mailing address is 3151 Briarpark Drive, Suite 700, Houston,Texas 77042.

Table of Contents ARTICLE I. Definitions and Interpretation. 1 1.1 Definitions. 1 1.2 Interpretation; Application of Definitions; Rules of Construction. 12 1.3 Reference to Monetary Figures. 12 1.4 Consent Rights of Plan Support Parties. 12 1.5 Controlling Document. 13 ARTICLE II. Administrative Expense Claims, Fee Claims, and Priority Tax Claims. 13 2.1 Treatment of Administrative Expense Claims. 13 2.2 Treatment of Fee Claims. 13 2.3 Treatment of Priority Tax Claims. 14 ARTICLE III. Classification of Claims and Interests. 14 3.1 Classification in General. 14 3.2 Formation of Debtor Groups for Convenience Only. 14 3.3 Summary of Classification of Claims and Interests. 14 3.4 Separate Classification of Other Secured Claims. 15 3.5 Elimination of Vacant Classes. 15 3.6 Voting; Presumptions; Solicitation. 15 3.7 Cramdown. 16 3.8 No Waiver. 16 ARTICLE IV. Treatment of Claims and Interests. 16 4.1 Class 1: Priority Non-Tax Claims. 16 4.2 Class 2: Other Secured Claims. 16 4.3 Class 3: Revolving Credit Agreement Claims. 17 4.4 Class 4: Secured Term Loan Claims. 17 4.5 Class 5: Senior Notes Claims. 18

i

4.6 Class 6: General Unsecured Claims. 18 4.7 Class 7: Intercompany Claims. 18 4.8 Class 8: Parent Interests. 19 4.9 Class 9: Intercompany Interests. 19 4.10 Debtors’ Rights in Respect of Unimpaired Claims. 19 4.11 Treatment of Vacant Classes. 19 ARTICLE V. Means for Implementation; Post-Effective Date Governance. 20 5.1 Continued Corporate Existence. 20 5.2 Amended and Restated Credit Agreement, Parent Ordinary Shares, and New Notes. 20 5.3 Cancellation of Certain Existing Agreements. 21 5.4 Release of Liens. 21 5.5 Officers and Boards of Directors. 22 5.6 Management Incentive Plan. 22 5.7 Intercompany Interests. 22 5.8 Restructuring Transactions. 22 5.9 Separability. 22 5.10 Settlement of Claims and Controversies. 23 5.11 Restructuring Expenses. 23 ARTICLE VI. Distributions. 23 6.1 Distributions Generally. 23 6.2 Plan Funding. 23 6.3 No Postpetition Interest on Claims. 23 6.4 Date of Distributions. 24 6.5 Distribution Record Date. 24 6.6 Disbursing Agent. 24 6.7 Delivery of Distributions. 24

ii

6.8 Unclaimed Property. 25 6.9 Satisfaction of Claims. 25 6.10 Manner of Payment Under Plan. 25 6.11 Fractional Shares and Notes and De Minimis Cash Distributions. 25 6.12 No Distribution in Excess of Amount of Allowed Claim. 26 6.13 Allocation of Distributions Between Principal and Interest. 26 6.14 Exemption from Securities Laws. 26 6.15 Setoffs and Recoupments. 26 6.16 Rights and Powers of Disbursing Agent. 27 6.17 Withholding and Reporting Requirements. 27 ARTICLE VII. Procedures for Resolving Claims. 28 7.1 Disputed Claims Generally. 28 7.2 Objections to Fee Claims. 28 7.3 Estimation of Claims. 28 7.4 Claim Resolution Procedures Cumulative. 28 7.5 No Distributions Pending Allowance. 29 7.6 Distributions After Allowance. 29 ARTICLE VIII. Executory Contracts and Unexpired Leases. 29 8.1 Assumption of Executory Contracts and Unexpired Leases. 29 8.2 Determination of Cure Disputes and Deemed Consent. 30 8.3 Survival of the Debtors’ Indemnification Obligations. 30 8.4 Compensation and Benefit Plans. 30 8.5 Insurance Policies. 31 8.6 Reservation of Rights. 31 ARTICLE IX. Conditions Precedent to the Occurrence of the Effective Date. 31 9.1 Conditions Precedent to the Effective Date. 31

iii

9.2 Waiver of Conditions Precedent. 32 9.3 Effect of Failure of a Condition. 33 ARTICLE X. Effect of Confirmation. 33 10.1 Binding Effect. 33 10.2 Vesting of Assets. 33 10.3 Discharge of Claims Against and Interests in the Debtors. 33 10.4 Term of Pre-Confirmation Injunctions and Stays. 34 10.5 Plan Injunction. 34 10.6 Releases. 35 10.7 Exculpation. 36 10.8 Injunction Related to Releases and Exculpation. 36 10.9 Subordinated Claims. 37 10.10 Retention of Causes of Action and Reservation of Rights. 37 10.11 Ipso Facto and Similar Provisions Ineffective. 37 10.12 Indemnification and Reimbursement Obligations. 37 ARTICLE XI. Retention of Jurisdiction. 38 11.1 Retention of Jurisdiction. 38 ARTICLE XII. Miscellaneous Provisions. 39 12.1 Amendments. 39 12.2 Revocation or Withdrawal of Plan. 40 12.3 Exemption from Certain Transfer Taxes. 40 12.4 Payment of Statutory Fees. 40 12.5 Severability. 41 12.6 Governing Law. 41 12.7 Immediate Binding Effect. 41 12.8 Successors and Assigns. 41

iv

12.9 Entire Agreement. 42 12.10 Computing Time. 42 12.11 Exhibits to Plan. 42 12.12 Notices. 42 12.13 Reservation of Rights. 44

v

Each of Paragon Offshore plc; Paragon Offshore Finance Company; Paragon International Finance Company; Paragon Offshore Holdings USInc.; Paragon Offshore Drilling LLC; Paragon FDR Holdings Ltd.; Paragon Duchess Ltd.; Paragon Offshore (Luxembourg) S.à r.l.; PGN Offshore Drilling(Malaysia) Sdn. Bhd.; Paragon Offshore (Labuan) Pte. Ltd.; Paragon Holding SCS 2 Ltd.; Paragon Asset Company Ltd.; Paragon Holding SCS 1 Ltd.; ParagonOffshore Leasing (Luxembourg) S.à r.l.; Paragon Drilling Services 7 LLC; Paragon Offshore Leasing (Switzerland) GmbH; Paragon Offshore do Brasil Ltda.;Paragon Asset (ME) Ltd.; Paragon Asset (UK) Ltd.; Paragon Offshore International Ltd.; Paragon Offshore (North Sea) Ltd.; Paragon (Middle East) Limited;Paragon Holding NCS 2 S.à r.l.; Paragon Leonard Jones LLC; Paragon Offshore (Nederland) B.V.; and Paragon Offshore Contracting GmbH (each, a “ Debtor ”and collectively, the “ Debtors ”) proposes the following joint chapter 11 plan of reorganization pursuant to section 1121(a) of the Bankruptcy Code. Capitalizedterms used herein shall have the meanings set forth in Section 1.1 below.

ARTICLE I. DEFINITIONS AND INTERPRETATION.

1.1 Definitions.

The following terms shall have the respective meanings specified below:

6.75%SeniorNotesmeans the 6.75% Senior Notes due 2022 issued pursuant to the Senior Notes Indenture in the aggregate principal amountoutstanding of Four Hundred and Fifty-Six Million, Five Hundred and Seventy-Two Thousand Dollars ($456,572,000) plus all accrued prepetition interest, fees,and other expenses due under the 6.75% Senior Notes and Senior Notes Indenture.

6.75%SeniorNotesClaimmeans any Claim arising from, or related to, the 6.75% Senior Notes, including, without limitation, any relatedguarantee claims, which Claims shall be Allowed in the aggregate amount of approximately Four Hundred and Seventy-Four Million, Six-Hundred and Thirty-Six Thousand and One Hundred and Ninety-Nine Dollars ($474,636,199) through the Petition Date.

7.25%SeniorNotesmeans the 7.25% Senior Notes due 2024 issued pursuant to the Senior Notes Indenture in the aggregate principal amountoutstanding of Five Hundred and Twenty-Seven Million and Ten Thousand Dollars ($527,010,000) plus all accrued prepetition interest, fees, and other expensesdue under the 7.25% Senior Notes and Senior Notes Indenture.

7.25%SeniorNotesClaimmeans any Claim arising from, or related to, the 7.25% Senior Notes, including, without limitation, any relatedguarantee claims, which Claims shall be Allowed in the aggregate amount of approximately Five Hundred and Forty-Six Million, One Hundred and FourteenThousand and One Hundred and Twelve Dollars ($546,114,112) through the Petition Date.

AdequateProtectionOrdermeans, collectively, the interim order authorizing the use of prepetition collateral and cash collateral and grantingadequate protection and the final order authorizing and granting such relief, entered by the Bankruptcy Court on February 17, 2016 and March 9, 2016,respectively.

1

AdministrativeExpenseClaimmeans any Claim for costs and expenses of administration of the Chapter 11 Cases pursuant to sections 327,328, 330, 365, 503(b), 507(a)(2), or 507(b) of the Bankruptcy Code, including, (a) the actual and necessary costs and expenses incurred after the Petition Date andthrough the Effective Date of preserving the Estates and operating the businesses of the Debtors; (b) Fee Claims; and (c) Restructuring Expenses.

Allowedmeans, (a) with respect to any Claim, (i) any Claim arising on or before the Effective Date (A) as to which no objection to allowance,priority, or secured status, and no request for estimation or other challenge has been interposed before the later of (1) the Effective Date and (2) sixty (60) days aftersuch claim is asserted, whether through a proof of claim, motion for allowance, or otherwise, or (B) as to which all such challenges have been determined by aFinal Order to the extent such challenges are determined in favor of the respective holder, (ii) any Claim that is compromised, settled, or otherwise resolvedpursuant to the authority of the Debtors or Reorganized Debtors in a Final Order of the Bankruptcy Court, (iii) any Claim expressly allowed under this Plan, (iv)any Claim that is listed in the Schedules as liquidated, non- contingent and undisputed, and (v) any Administrative Expense Claim (A) that was incurred by aDebtor in the ordinary course of business before the Effective Date to the extent due and owing without defense, offset, recoupment or counterclaim of any kind,and (B) that is not otherwise Disputed; and (b) with respect to any Interest, such Interest is reflected as outstanding in the stock transfer ledger or similar register ofany of the Debtors on the Distribution Record Date and is not subject to any objection or challenge.

AmendedandRestatedCreditAgreementmeans the Revolving Credit Agreement, as amended and restated, consistent with the form ofAmended and Restated Credit Agreement filed as Exhibit A to the Plan Supplement dated June 14, 2016 (Docket No. 470) and the modification reflected inExhibit A to this Plan. The Amended and Restated Credit Agreement shall be in form and substance reasonably acceptable to the Required Plan Support Parties.

AmendedBy-Lawsmeans, with respect to a Reorganized Debtor, such Reorganized Debtor’s amended or amended and restated by-laws(including any articles of association or similar constitutional document, if any, required under the laws of such Reorganized Debtor’s jurisdiction oforganization), a substantially final form of which will be contained in the Plan Supplement to the extent they contain material changes to the existingdocuments.

AmendedCertificateofIncorporationmeans, with respect to a Reorganized Debtor, such Reorganized Debtor’s amended or amended andrestated certificate of incorporation (including any memorandum of association or similar constitutional document, if any, required under the laws of suchReorganized Debtor’s jurisdiction of organization), a substantially final form of which will be contained in the Plan Supplement, to the extent they contain materialchanges to the existing documents.

2

Assetmeans all of the right, title, and interest of a Debtor in and to property of whatever type or nature (including, without limitation, real,personal, mixed, intellectual, tangible, and intangible property).

BankruptcyCodemeans title 11 of the United States Code, as amended from time to time, as applicable to these Chapter 11 Cases.

BankruptcyCourtmeans the United States Bankruptcy Court for the District of Delaware having jurisdiction over the Chapter 11 Cases and, tothe extent of any reference made under section 157 of title 28 of the United States Code or the Bankruptcy Court is determined not to have authority to enter a FinalOrder on an issue, the unit of such District Court having jurisdiction over the Chapter 11 Cases under section 151 of title 28 of the United States Code.

BankruptcyRulesmeans the Federal Rules of Bankruptcy Procedure as promulgated by the United States Supreme Court under section 2075 oftitle 28 of the United States Code, as amended from time to time, applicable to the Chapter 11 Cases, and any Local Rules of the Bankruptcy Court.

BusinessDaymeans any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York areauthorized or required by law or executive order to close.

Cashmeans legal tender of the United States of America.

CauseofActionmeans any action, claim, cross-claim, third- party claim, cause of action, controversy, demand, right, lien, indemnity,contribution, guarantee, suit, obligation, liability, debt, damage, judgment, account, defense, remedy, offset, power, privilege, license and franchise of any kind orcharacter whatsoever, known, unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed orundisputed, foreseen or unforeseen, direct or indirect, choate or inchoate, secured or unsecured, assertable directly or derivatively (including, without limitation,under alter ego theories), whether arising before, on, or after the Petition Date, in contract or in tort, in law or in equity or pursuant to any other theory of law. Forthe avoidance of doubt, Cause of Action includes: (a) any right of setoff, counterclaim or recoupment and any claim for breach of contract or for breach of dutiesimposed by law or in equity; (b) the right to object to Claims or Interests; (c) any claim pursuant to section 362 or chapter 5 of the Bankruptcy Code; (d) any claimor defense including fraud, mistake, duress and usury and any other defenses set forth in section 558 of the Bankruptcy Code; and (e) any claims under any state orforeign law, including, without limitation, any fraudulent transfer or similar claims.

Chapter11Casemeans, with respect to a Debtor, such Debtor’s case under chapter 11 of the Bankruptcy Code commenced on February 14,2016 in the Bankruptcy Court, jointly administered with all other Debtors’ cases under chapter 11 of the Bankruptcy Code, and styled InreParagonOffshoreplc,etal., Ch. 11 Case No. 16-10386 (CSS).

Claimmeans a “claim,” as defined in section 101(5) of the Bankruptcy Code, against any Debtor.

3

Classmeans any group of Claims or Interests classified under this Plan pursuant to section 1122(a) of the Bankruptcy Code.

Collateralmeans any Asset of an Estate that is subject to a Lien securing the payment or performance of a Claim, which Lien is not invalid andhas not been avoided under the Bankruptcy Code or applicable nonbankruptcy law.

ConfirmationHearingmeans the hearing to be held by the Bankruptcy Court regarding confirmation of this Plan, as such hearing may beadjourned or continued from time to time.

ConfirmationOrdermeans the order of the Bankruptcy Court in form and substance reasonably satisfactory to the Required Plan SupportParties confirming this Plan pursuant to section 1129 of the Bankruptcy Code.

ConsentingNoteholdershas the meaning ascribed to such term in the Plan Support Agreement.

CureAmountmeans the payment of Cash or the distribution of other property (as the parties may agree or the Bankruptcy Court may order) asnecessary (a) to cure a monetary default by the Debtors in accordance with the terms of an executory contract or unexpired lease of the Debtors and (b) to permitthe Debtors to assume such executory contract or unexpired lease under section 365(a) of the Bankruptcy Code.

Debtorhas the meaning set forth in the introductory paragraph of this Plan.

DebtorinPossessionmeans, with respect to a Debtor, that Debtor in its capacity as a debtor in possession pursuant to sections 1101, 1107(a),and 1108 of the Bankruptcy Code.

Disallowedmeans, with respect to any Claim or Interest, that such Claim or Interest has been determined by a Final Order or specified in aprovision of this Plan not to be Allowed.

DisbursingAgentmeans any Entity in its capacity as a disbursing agent under Section 6.6 hereof (including any Debtor, any ReorganizedDebtor, the Senior Notes Indenture Trustee, or, if agreed, the Revolving Credit Facility Agent, as applicable), that acts in such a capacity.

DisclosureStatementmeans the Disclosure Statement for this Plan, in form and substance reasonably satisfactory to the Required Plan SupportParties, as supplemented from time to time, which is prepared and distributed in accordance with sections 1125, 1126(b), or 1145 of the Bankruptcy Code,Bankruptcy Rules 3016 and 3018, or other applicable law.

Disputedmeans, with respect to a Claim, (a) any Claim, proof of which was timely and properly filed, which is disputed under Section 7.1 ofthis Plan or as to which the Debtors have interposed and not withdrawn an objection or request for estimation that has not been determined by a Final Order, (b) anyClaim, proof of which was required to be filed by order of the Bankruptcy Court but as to which a proof of claim was not timely or properly filed, (c) any Claimthat is listed in the Schedules as unliquidated, contingent, or disputed, and as to which no request for payment or proof of claim has been filed, or (d) any Claim thatis otherwise disputed by any of the Debtors or Reorganized Debtors in accordance with applicable law or contract, which dispute has not been withdrawn, resolved,or overruled by a Final Order.

4

DistributionRecordDatemeans, except with respect to publicly issued securities, the Effective Date.

DTCmeans the Depository Trust Company, a limited-purpose trust company organized under the New York State Banking Law.

EffectiveDatemeans the date which is the first Business Day selected by the Debtors on which (a) all conditions to the effectiveness of thisPlan set forth in Section 9.1 hereof have been satisfied or waived in accordance with the terms of this Plan and (b) no stay of the Confirmation Order is in effect.

Entityhas the meaning set forth in section 101(15) of the Bankruptcy Code.

Estatemeans the estate of a Debtor created under section 541 of the Bankruptcy Code.

ExculpatedPartiesmeans, collectively, and in each case in their capacities as such: (a) the Debtors; (b) the Disbursing Agent; and (c) withrespect to each of the foregoing entities, such entities’ predecessors, professionals, successors, assigns, subsidiaries, affiliates, managed accounts and funds, currentand former officers and directors, principals, shareholders, members, partners, managers, employees, subcontractors, agents, advisory board members, financialadvisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, and other professionals, and suchentities’ respective heirs, executors, estates, servants, and nominees, in each case in their capacity as such.

FeeClaimmeans a Claim for professional services rendered or costs incurred on or after the Petition Date through the Confirmation Date byProfessional Persons.

FinalOrdermeans an order, ruling, or judgment of the Bankruptcy Court (or other court of competent jurisdiction) that: (a) is in full force andeffect; (b) is not stayed; and (c) is no longer subject to review, reversal, vacatur, modification, or amendment, whether by appeal or by writ of certiorari; provided,that the possibility that a motion under Rules 59 or 60 of the Federal Rules of Civil Procedure or any analogous Bankruptcy Rule (or any analogous rules applicablein such other court of competent jurisdiction) may be filed relating to such order, ruling, or judgment shall not cause such order, ruling, or judgment not to be aFinal Order.

GAAPmeans generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the AccountingPrinciples Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or insuch other statements, opinions or pronouncements by such other entity as have been approved by a significant segment of the U.S. accounting profession, whichare in effect from time to time.

5

GeneralUnsecuredClaimmeans any Claim, other than an Administrative Expense Claim, a Fee Claim, a Priority Tax Claim, a Priority Non-Tax Claim, an Other Secured Claim, a Revolving Credit Agreement Claim, a Secured Term Loan Claim, a Senior Notes Claim, and an Intercompany Claim.

GovernmentalUnithas the meaning set forth in section 101(27) of the Bankruptcy Code.

Impairedmeans, with respect to a Claim, Interest, or a Class of Claims or Interests, “impaired” within the meaning of such term in sections1123(a)(4) and 1124 of the Bankruptcy Code.

IntercompanyClaimmeans any Claim against a Debtor held by another Debtor.

IntercompanyInterestmeans an Interest in a Debtor other than Paragon Parent held by another Debtor or an affiliate of a Debtor.

Interestmeans any equity security (as defined in section 101(16) of the Bankruptcy Code) of a Debtor, including all ordinary shares, commonstock, preferred stock, or other instrument evidencing any fixed or contingent ownership interest in any Debtor, whether or not transferable, including any option,warrant, or other right, contractual or otherwise, to acquire any such interest in a Debtor, that existed immediately before the Effective Date.

IssuingBankshas the meaning ascribed to such term in the Revolving Credit Agreement.

LIBORhas the meaning ascribed to such term in the Revolving Credit Agreement.

Lienhas the meaning set forth in section 101(37) of the Bankruptcy Code.

ManagementIncentivePlanmeans the management incentive plan that may be adopted by the Debtors on or prior to the Effective Date forcertain members of the Reorganized Debtors’ management.

ManagementIncentivePlanSecuritiesmeans the Parent Ordinary Shares, or any options, warrants, or other securities convertible into ParentOrdinary Shares, issued pursuant to the Management Incentive Plan.

NewBoardmeans the initial board of directors of Reorganized Paragon comprised of nine (9) members, one of whom shall be designated bythe Requisite Noteholders.

NewNotesmeans the Senior Notes due May 31, 2021, issued by Reorganized Paragon pursuant to the New Notes Indenture. The terms of NewNotes are summarized in the Disclosure Statement.

NewNotesDocumentsmeans the New Notes Indenture and New Notes.

6

NewNotesIndenturemeans that certain indenture, to be dated as of the Effective Date, by and among Reorganized Paragon, as issuer, and theNew Notes Trustee (as amended, modified or otherwise supplemented from time to time) substantially in the form to be contained in the Plan Supplement and, theterms of which shall be consistent with the summary contained in the Disclosure Statement and otherwise shall be in form and substance reasonably satisfactory tothe Debtors and the Required Plan Support Parties.

NewNotesTrusteemeans U.S. Bank National Association, as trustee under the New Notes Indenture.

Noblemeans Noble Corporation plc, a public limited company incorporated under the laws of England and Wales.

NobleEntitieshas the meaning ascribed to such term in the Noble Settlement Agreement.

NobleSettlementAgreementmeans the definitive settlement agreement between Paragon Parent and Noble, dated as of April 29, 2016, filed asExhibit D to the Plan Supplement dated May 20, 2016 (Docket No. 399), which agreement will be amended consistent with the term sheet attached as Exhibit B tothis Plan and otherwise reasonably acceptable to the Debtors and the Required Plan Support Parties.

OtherSecuredClaimmeans any Secured Claim against a Debtor other than a Revolving Credit Agreement Claim or a Secured Term LoanClaim.

ParagonEntitieshas the meaning ascribed to such term in the Noble Term Sheet.

ParagonParentmeans Paragon Offshore plc, a public limited company incorporated under the laws of England and Wales.

ParentInterestsmeans all Interests in Paragon Parent immediately prior to the Effective Date, including all options, warrants, and ordinaryshares.

ParentOrdinarySharesmeans the ordinary shares, nominal value $0.01 per share, of Paragon Parent to be issued pursuant to this Plan.

Personhas the meaning set forth in section 101(41) of the Bankruptcy Code.

PetitionDatemeans, with respect to a Debtor, the date on which such Debtor commenced its Chapter 11 Case.

Planmeans this joint chapter 11 plan, including all appendices, exhibits, schedules, and supplements hereto (including, without limitation, anyappendices, schedules, and supplements to the Plan that are contained in the Plan Supplement), as may be modified from time to time in accordance with theBankruptcy Code, the terms hereof, and the terms of the Plan Support Agreement.

7

PlanDistributionmeans the payment or distribution of consideration to holders of Claims and Interests under this Plan.

PlanDocumentmeans any of the documents, other than this Plan, to be executed, delivered, assumed, or performed in connection with theoccurrence of the Effective Date, including, without limitation, the documents to be included in the Plan Supplement, each of which shall be in form and substancereasonably satisfactory to the Required Plan Support Parties.

PlanSupplementmeans a supplemental appendix to this Plan in form and substance reasonably satisfactory to the Required Plan SupportParties and containing, among other things, substantially final forms of the Management Incentive Plan, if any, the Amended Certificates of Incorporation of theapplicable Reorganized Debtors, the Amended By-Laws of the applicable Reorganized Debtors, the Amended and Restated Credit Agreement, the New NotesIndenture, and, with respect to the members of the New Board, information required to be disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code;provided, that, through the Effective Date, the Debtors shall have the right to amend the documents contained in, and the exhibits to, the Plan Supplement inaccordance with the terms of this Plan and the Plan Support Agreement. The Plan Supplement shall be filed with the Bankruptcy Court no later than ten (10)calendar days before the Voting Deadline.

PlanSupportAgreementmeans that certain Plan Support Agreement (including all exhibits thereto), dated as of February 12, 2016, by andamong the Debtors and the Plan Support Parties, as may be amended, restated, or otherwise modified in accordance with its terms.

PlanSupportPartiesmeans, collectively, the Consenting Noteholders and the holders of the Revolving Credit Agreement Claims that areparties to the Plan Support Agreement.

PriorityNon-TaxClaimmeans any Claim (other than an Administrative Expense Claim or a Priority Tax Claim) that is entitled to priority inpayment as specified in section 507(a) of the Bankruptcy Code.

PriorityTaxClaimmeans any Claim of a Governmental Unit of the kind entitled to priority in payment under sections 502(i) and 507(a)(8) ofthe Bankruptcy Code.

ProRatameans the proportion that an Allowed Claim or Interest in a particular Class bears to the aggregate amount of Allowed Claims orInterests in that Class.

ProfessionalPersonmeans any Person retained by order of the Bankruptcy Court in connection with these Chapter 11 Cases pursuant tosections 327, 328, 330, 503(b), or 1103 of the Bankruptcy Code, excluding any ordinary course professional retained pursuant to an order of the Bankruptcy Court.

ProspectorLeasesmeans, collectively, the Lease Agreement, dated as of June 3, 2015, between Prospector One Corporation and ProspectorRig 1 Contracting Company S.À R.L., and the Lease Agreement, dated as of June 3, 2015, between Prospector Five Corporation and Prospector Rig 5 ContractingCompany S.À R.L.

8

ReinstatedorReinstatementmeans (a) leaving unaltered the legal, equitable, and contractual rights to which a Claim entitles the holder of suchClaim in accordance with section 1124 of the Bankruptcy Code, or (b) if applicable under section 1124 of the Bankruptcy Code: (i) curing all prepetition andpostpetition defaults other than defaults relating to the insolvency or financial condition of the applicable Debtor or its status as a debtor under the BankruptcyCode; (ii) reinstating the maturity date of the Claim; (iii) compensating the holder of such Claim for damages incurred as a result of its reasonable reliance on acontractual provision or such applicable law allowing the Claim’s acceleration; and (iv) not otherwise altering the legal, equitable or contractual rights to which theClaim entitles the holder thereof.

ReleasedPartiesmeans, collectively, and in each case in their capacities as such: (a) the Debtors; (b) the Debtors’ non-Debtor affiliates; (c) thePlan Support Parties; (d) the Revolving Credit Facility Agent; (e) JPMorgan Chase Bank, N.A., in its capacity as former administrative agent under the SecuredTerm Loan Agreement; (f) the Disbursing Agent; (g) each of the Syndication Agents, Documentation Agents, Joint Lead Arrangers and Joint Lead Bookrunnersnamed in the Revolving Credit Agreement; (h) each of the Issuing Banks under the Revolving Credit Agreement; (i) the Senior Notes Indenture Trustee; and (j)with respect to each of the foregoing entities, such entities’ predecessors, professionals, successors, assigns, subsidiaries, affiliates, managed accounts and funds,current and former officers and directors, principals, shareholders, members, partners, managers, employees, subcontractors, agents, advisory board members,financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, fund advisors, and other professionals, andsuch entities’ respective heirs, executors, estates, servants, and nominees, in each case in their capacity as such.

ReorganizedDebtorsmeans the Debtors, as reorganized as of the Effective Date in accordance with this Plan.

ReorganizedParagonmeans Paragon Parent, as reorganized on the Effective Date in accordance with this Plan.

RequiredPlanSupportPartiesmeans, collectively, the Requisite Revolver Lenders and the Requisite Noteholders.

RequisiteNoteholdershas the meaning ascribed to such term in the Plan Support Agreement.

RequisiteRevolverLendershas the meaning ascribed to such term in the Plan Support Agreement.

Restructuringmeans the financial restructuring of the Debtors, the principal terms of which are set forth in this Plan and the Plan Supplement.

9

RestructuringExpensesmeans (a) the reasonable and documented fees and expenses incurred by the Plan Support Parties in connection withthe Restructuring, as provided in the Plan Support Agreement, including the reasonable fees and expenses of (i) Paul, Weiss, Rifkind, Wharton & Garrison LLP,counsel to the Consenting Noteholders; Young Conaway Stargatt & Taylor, LLP, Delaware counsel to Consenting Noteholders; one foreign counsel to theConsenting Noteholders in each other applicable jurisdiction under their respective engagement letters; and Ducera Partners LLC, financial advisor to theConsenting Noteholders, and (ii) Simpson Thacher & Bartlett LLP, counsel to the Revolving Credit Facility Agent; Landis Rath & Cobb LLP, Delaware counsel tothe Revolving Credit Facility Agent; and PJT Partners LP, financial advisor to the Revolving Credit Facility Agent, in the case of both (i) and (ii), payable withoutthe requirement for the filing of retention applications, fee applications, or any other applications in the Chapter 11 Cases; and (b) the reasonable and documentedfees and expenses of the Senior Notes Indenture Trustee, as required under the Senior Notes Indenture.

RestructuringTransactionsmeans one or more transactions pursuant to section 1123(a)(5)(D) of the Bankruptcy Code to occur on theEffective Date or as soon as reasonably practicable thereafter, that may be necessary or appropriate to effect any transaction described in, approved by,contemplated by, or necessary to effectuate the Plan, including (a) the consummation of the transactions provided for under or contemplated by the Plan SupportAgreement; (b) the execution and delivery of appropriate agreements or other documents containing terms that are consistent with or reasonably necessary toimplement the terms of this Plan and the Plan Support Agreement and that satisfy the requirements of applicable law; (c) the execution and delivery of appropriateinstruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation on terms consistent with the terms of the Plan andthe Plan Support Agreement; and (d) all other actions that the Debtors or Reorganized Debtors, as applicable, determine are necessary or appropriate and that arenot inconsistent with the Plan.

RevolvingCreditAgreementmeans that certain Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, by and among ParagonInternational Finance Company and Paragon Parent, as borrowers, the lenders and issuing banks party thereto from time to time, the Revolving Credit FacilityAgent, J.P. Morgan Securities LLC, Deutsche Bank Securities Inc. and Barclays Bank plc, as Joint Lead Arrangers and Joint Lead Bookrunners, and certain otherparties thereto, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, asamended, restated, modified, or supplemented from time to time).

RevolvingCreditAgreementClaimmeans any Claim arising under or related to the Revolving Credit Agreement or any other CreditDocuments (as defined in the Revolving Credit Agreement), including, without limitation, all Obligations, Rate Management and Currency Protection Obligations(other than Excluded Swap Obligations), and Specified Cash Management Obligations (as each such term is defined in the Revolving Credit Agreement).

RevolvingCreditFacilitymeans, collectively, all advances and other extensions of credit made to the Debtors under the Revolving CreditAgreement.

RevolvingCreditFacilityAgentmeans JPMorgan Chase Bank, N.A., solely in its capacities as administrative agent under the Revolving CreditAgreement and as collateral agent with respect to the Revolving Credit Facility and the Secured Term Loan Facility, and together with any of its successors in suchcapacities.

10

Schedulesmeans, the schedules of assets and liabilities, statements of financial affairs, lists of holders of Claims and Interests, and allamendments or supplements thereto filed by the Debtors with the Bankruptcy Court.

SecuredClaimmeans a Claim to the extent (a) secured by a valid, perfected and enforceable Lien on property of a Debtor’s Estate, the amountof which is equal to or less than the value of such property (i) as set forth in this Plan, (ii) as agreed to by the holder of such Claim and the Debtors, or (iii) asdetermined by a Final Order in accordance with section 506(a) of the Bankruptcy Code or (b) subject to any setoff right of the holder of such Claim under section553 of the Bankruptcy Code.

SecuredTermLoanAgentmeans Cortland Capital Market Services LLC, solely in its capacity as successor administrative agent under theSecured Term Loan Agreement, and together with any of its successors in such capacity.

SecuredTermLoanAgreementmeans that certain Term Loan Agreement, dated as of July 18, 2014, by and among Paragon Parent, as parent,Paragon Offshore Finance Company, as borrower, the lenders party thereto from time to time, the Secured Term Loan Agent and certain other parties thereto,including all agreements, notes, instruments, and any other documents delivered pursuant thereto or in connection therewith (in each case, as amended, restated,modified, or supplemented from time to time).

SecuredTermLoanClaimmeans any Claim arising under the Secured Term Loan Agreement, the Term Loan Notes (as defined in the SecuredTerm Loan Agreement) and the Collateral Documents (as defined in the Secured Term Loan Agreement), including any unsecured Claim pursuant to section 506 ofthe Bankruptcy Code.

SecuredTermLoanFacilitymeans, collectively, all loans made to the Debtors under the Secured Term Loan Agreement.

SecuritiesActmeans the Securities Act of 1933, as amended.

Securitymeans any “security” as such term is defined in section 101(49) of the Bankruptcy Code.

SeniorNotesmeans, collectively, the 6.75% Notes and the 7.25% Notes.

SeniorNotesClaimsmeans, collectively, the 6.75% Senior Notes Claims and the 7.25% Senior Notes Claims.

SeniorNotesIndenturemeans that certain Indenture, dated as of July 18, 2014, by and among Paragon Parent, as issuer, each of the guarantorsnamed therein, and the Senior Notes Indenture Trustee, including all agreements, notes, instruments, and any other documents delivered pursuant thereto or inconnection therewith (in each case, as amended, modified, or supplemented from time to time).

11

SeniorNotesIndentureTrusteemeans Deutsche Bank Trust Company Americas, solely in its capacity as indenture trustee under the SeniorNotes Indenture.

TaxCodemeans the Internal Revenue Code of 1986, as amended from time to time.

Unimpairedmeans, with respect to a Claim, Interest, or Class of Claims or Interests, not “impaired” within the meaning of such term insections 1123(a)(4) and 1124 of the Bankruptcy Code.

U.S.Trusteemeans the United States Trustee for Region 3.

VotingDeadlinemeans the deadline, including any extended deadline, established by the Bankruptcy Court by which ballots accepting orrejecting the Plan must be received by the Debtors.

1.2 Interpretation;ApplicationofDefinitions;RulesofConstruction.

Unless otherwise specified, all section or exhibit references in this Plan are to the respective section in or exhibit to this Plan, as the same may beamended, waived, or modified from time to time. The words “herein,” “hereof,” “hereto,” “hereunder,” and other words of similar import refer to this Plan as awhole and not to any particular section, subsection, or clause contained therein and have the same meaning as “in this Plan,” “of this Plan,” “to this Plan,” and“under this Plan,” respectively. The words “includes” and “including” are not limiting. The headings in this Plan are for convenience of reference only and shall notlimit or otherwise affect the provisions hereof. For purposes herein: (a) in the appropriate context, each term, whether stated in the singular or plural, shall includeboth the singular and plural, and pronouns stated in the masculine, feminine, or neuter gender shall include the masculine, feminine, and the neuter gender; (b) anyreference herein to a contract, lease, instrument, release, indenture, or other agreement or document being in a particular form or on particular terms and conditionsmeans that the reference document shall be substantially in that form or substantially on those terms and conditions; (c) the rules of construction set forth in section102 of the Bankruptcy Code shall apply; and (d) any term used in capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code orthe Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or the Bankruptcy Rules, as the case may be.

1.3 ReferencetoMonetaryFigures.

All references in this Plan to monetary figures shall refer to the legal tender of the United States of America unless otherwise expressly provided.

1.4 ConsentRightsofPlanSupportParties.

Notwithstanding anything herein to the contrary, any and all consent rights of the respective Plan Support Parties set forth in the Plan SupportAgreement with respect to the form and substance of this Plan, the Plan Supplement, the other Plan Documents, and any other Definitive Documents (as defined inthe Plan Support Agreement), including any amendments, restatements, supplements, or other modifications to such documents, and any consents, waivers, orother deviations under or from any such documents, shall be incorporated herein by this reference (including to the applicable definitions in Section 1.1 hereof) andfully enforceable as if stated in full herein.

12

1.5 ControllingDocument.

In the event of an inconsistency between this Plan and the Plan Supplement, the terms of the relevant document in the Plan Supplement shallcontrol unless otherwise specified in such Plan Supplement document. In the event of an inconsistency between this Plan and any other instrument or documentcreated or executed pursuant to this Plan, or between this Plan and the Disclosure Statement, this Plan shall control. The provisions of this Plan and of theConfirmation Order shall be construed in a manner consistent with each other so as to effectuate the purposes of each; provided, that if there is determined to beany inconsistency between any provision of this Plan and any provision of the Confirmation Order that cannot be so reconciled, then, solely to the extent of suchinconsistency, the provisions of the Confirmation Order shall govern, and any such provisions of the Confirmation Order shall be deemed a modification of thisPlan.

ARTICLE II. ADMINISTRATIVE EXPENSE CLAIMS, FEE CLAIMS, AND PRIORITY TAX CLAIMS.

2.1 TreatmentofAdministrativeExpenseClaims.

Except to the extent that a holder of an Allowed Administrative Expense Claim other than a Fee Claim agrees to a different treatment, on theEffective Date or as soon thereafter as is reasonably practicable, the holder of such Allowed Administrative Expense Claim shall receive, on account of suchAllowed Claim, Cash in an amount equal to the Allowed amount of such Claim; provided, that Allowed Administrative Expense Claims representing liabilitiesincurred in the ordinary course of business by the Debtors, as Debtors in Possession, shall be paid by the Debtors or the Reorganized Debtors, as applicable, in theordinary course of business, consistent with past practice and in accordance with the terms and subject to the conditions of any orders or agreements governing,instruments evidencing, or other documents establishing, such liabilities.

2.2 TreatmentofFeeClaims.

All Professional Persons seeking awards by the Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurredthrough and including the Confirmation Date under sections 327, 328, 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), 503(b)(5), 503(b)(6) or 1103 of the BankruptcyCode shall (a) file, on or before the date that is sixty (60) days after the Confirmation Date, their respective applications for final allowances of compensation forservices rendered and reimbursement of expenses incurred and (b) be paid in full, in Cash, in such amounts as are Allowed by the Bankruptcy Court in accordancewith the order(s) relating to or allowing any such Fee Claim. The Debtors are authorized to pay compensation for professional services rendered and reimbursementof expenses incurred after the Confirmation Date in the ordinary course and without the need for Bankruptcy Court approval. For the avoidance of doubt, thisSection of the Plan shall not be applicable to any Restructuring Expenses, which shall be paid pursuant to Section 5.11 of the Plan.

13

2.3 TreatmentofPriorityTaxClaims.

Except to the extent that a holder of an Allowed Priority Tax Claim agrees to a different treatment, on the Effective Date or as soon thereafter asis reasonably practicable, the holder of such Allowed Priority Tax Claim shall receive, on account of such Allowed Claim, Cash in an amount equal to the Allowedamount of such Claim; provided, that Allowed Priority Tax Claims representing liabilities incurred in the ordinary course of business by the Debtors, as Debtors inPossession, shall be paid by the Debtors or the Reorganized Debtors, as applicable, in the ordinary course of business, consistent with past practice and inaccordance with the terms and subject to the conditions of any orders or agreements governing, instruments evidencing, or other documents establishing, suchliabilities, including this Plan.

ARTICLE III. CLASSIFICATION OF CLAIMS AND INTERESTS.

3.1 ClassificationinGeneral.

A Claim or Interest is placed in a particular Class for all purposes, including voting, confirmation, and distribution under this Plan and undersections 1122 and 1123(a)(1) of the Bankruptcy Code; provided, that a Claim or Interest is placed in a particular Class for the purpose of receiving distributionspursuant to this Plan only to the extent that such Claim or Interest is an Allowed Claim or Allowed Interest in that Class and such Claim or Interest has not beensatisfied, released, or otherwise settled prior to the Effective Date.

3.2 FormationofDebtorGroupsforConvenienceOnly.

This Plan groups the Debtors together solely for the purpose of describing treatment under this Plan, confirmation of this Plan, and making PlanDistributions in respect of Claims against and Interests in the Debtors under this Plan. Such groupings shall not affect any Debtor’s status as a separate legal Entity,change the organizational structure of the Debtors’ business enterprise, constitute a change of control of any Debtor for any purpose, cause a merger orconsolidation of any legal Entities, or cause the transfer of any assets, and, except as otherwise provided by or permitted under this Plan, all Debtors shall continueto exist as separate legal Entities.

3.3 SummaryofClassificationofClaimsandInterests.

The following table designates the Classes of Claims against and Interests in the Debtors and specifies which Classes are: (a) Impaired andUnimpaired under this Plan; (b) entitled to vote to accept or reject this Plan in accordance with section 1126 of the Bankruptcy Code, and (c) deemed to accept orreject this Plan:

14

Class Type of Claim or Interest Impairment Entitled to Vote

Class 1 Priority Non-Tax Claims Unimpaired No (Deemed to accept)

Class 2 Other Secured Claims Unimpaired No (Deemed to accept)

Class 3 Revolving Credit Agreement Claims Impaired Yes

Class 4 Secured Term Loan Claims Unimpaired No (Deemed to accept)

Class 5 Senior Notes Claims Impaired Yes

Class 6 General Unsecured Claims Unimpaired No (Deemed to accept)

Class 7 Intercompany Claims Unimpaired No (Deemed to accept)

Class 8 Parent Interests Unimpaired No (Deemed to accept)

Class 9 Intercompany Interests Unimpaired No (Deemed to accept)

3.4 SeparateClassificationofOtherSecuredClaims.

Although all Other Secured Claims have been placed in one Class for purposes of nomenclature within this Plan, each Other Secured Claim, tothe extent secured by a Lien on Collateral different from the Collateral securing another Other Secured Claim, shall be treated as being in a separate sub-Class forthe purposes of receiving Plan Distributions.

3.5 EliminationofVacantClasses.

Any Class that, as of the commencement of the Confirmation Hearing, does not have at least one holder of a Claim or Interest that is Allowed inan amount greater than zero for voting purposes shall be considered vacant, deemed eliminated from this Plan for purposes of voting to accept or reject this Plan,and disregarded for purposes of determining whether this Plan satisfies section 1129(a)(8) of the Bankruptcy Code with respect to such Class.

3.6 Voting;Presumptions;Solicitation.

(a) Acceptance by Certain Impaired Classes . Only holders of Allowed Claims in Classes 3 and 5 are entitled to vote to accept or rejectthis Plan. An Impaired Class of Claims shall have accepted this Plan if (i) the holders of at least two-thirds (2/3) in amount of the Allowed Claims actually voting insuch Class have voted to accept this Plan and (ii) the holders of more than one-half (1/2) in number of the Allowed Claims actually voting in such Class have votedto accept this Plan. Holders of Claims in Classes 3 and 5 will receive ballots containing detailed voting instructions.

(b) Deemed Acceptance by Unimpaired Classes . Holders of Claims and Interests in Classes 1, 2, 4, 6, 7, 8, and 9 are conclusivelydeemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Accordingly, such holders are not entitled to vote to accept or reject thisPlan.

15

3.7 Cramdown.

If any Class of Claims entitled to vote on this Plan does not vote to accept this Plan, the Debtors may (a) seek confirmation of this Plan undersection 1129(b) of the Bankruptcy Code or (b) amend or modify this Plan in accordance with the terms hereof and the Bankruptcy Code.

3.8 NoWaiver.

Nothing contained in this Plan shall be construed to waive a Debtor’s or other Person’s right to object on any basis to any Claim.

ARTICLE IV. TREATMENT OF CLAIMS AND INTERESTS.

4.1 Class1:PriorityNon-TaxClaims.

(a) Treatment : The legal, equitable, and contractual rights of the holders of Allowed Priority Non-Tax Claims are unaltered by this Plan.Except to the extent that a holder of an Allowed Priority Non-Tax Claim agrees to different treatment, on the later of the Effective Date and the date that is ten (10)Business Days after the date such Priority Non-Tax Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an AllowedPriority Non-Tax Claim shall receive, in full satisfaction of and in exchange for such Allowed Claim, at the option of the Reorganized Debtors: (i) Cash in anamount equal to the Allowed amount of such Claim or (ii) other treatment consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code.

(b) Impairment and Voting : Allowed Priority Non-Tax Claims are Unimpaired. In accordance with section 1126(f) of the BankruptcyCode, the holders of Allowed Priority Non-Tax Claims are conclusively presumed to accept this Plan and are not entitled to vote to accept or reject this Plan, andthe votes of such holders will not be solicited with respect to such Allowed Priority Non-Tax Claims.

4.2 Class2:OtherSecuredClaims.

(a) Treatment : The legal, equitable, and contractual rights of the holders of Allowed Other Secured Claims are unaltered by this Plan.Except to the extent that a holder of an Allowed Other Secured Claim agrees to different treatment, on the later of the Effective Date and the date that is ten (10)Business Days after the date such Other Secured Claim becomes an Allowed Claim, or as soon thereafter as is reasonably practicable, each holder of an AllowedOther Secured Claim shall receive, in full satisfaction of and in exchange for such Allowed Claim, at the option of the Reorganized Debtors: (i) Cash in an amountequal to the Allowed amount of such Claim, (ii) Reinstatement or such other treatment sufficient to render such holder’s Allowed Other Secured Claim Unimpairedpursuant to section 1124 of the Bankruptcy Code, or (iii) return of the applicable Collateral in satisfaction of the Allowed amount of such Other Secured Claim.

16

(b) Impairment and Voting : Allowed Other Secured Claims are Unimpaired. In accordance with section 1126(f) of the BankruptcyCode, the holders of Allowed Other Secured Claims are conclusively presumed to accept this Plan and are not entitled to vote to accept or reject this Plan, and thevotes of such holders will not be solicited with respect to such Allowed Other Secured Claims.

4.3 Class3:RevolvingCreditAgreementClaims.

(a) Allowance and Treatment : The Revolving Credit Agreement Claims shall be Allowed as Secured Claims with respect to fundedloans and the face amount of undrawn letters of credit in an aggregate principal amount of not less than Seven Hundred and Ninety-Five Million, Six Hundred andSixty-One Thousand, Five-Hundred and Twenty-Eight Dollars ($795,661,528) (plus any unpaid accrued interest, letter of credit fees, other fees, and unpaidreasonable fees and expenses as of the Effective Date, in each case as required under the terms of the Revolving Credit Agreement and to the extent not alreadypaid pursuant to the Adequate Protection Order). On the Effective Date, each holder of an Allowed Revolving Credit Agreement Claim shall receive, in fullsatisfaction of and in exchange for such Allowed Secured Claim, its Pro Rata share of: (i) any accrued and unpaid interest from the Petition Date through theEffective Date as set forth in the Adequate Protection Order to the extent not previously paid pursuant to the Adequate Protection Order; (ii) One-Hundred andSixty-Five Million Dollars ($165,000,000) in Cash and a corresponding permanent commitment reduction; and (iii) the remaining outstanding loans under theRevolving Credit Agreement converted to a term loan under the Amended and Restated Credit Agreement, which shall also provide for the renewal of existingletters of credit and the issuance of new letters of credit on the terms and conditions set forth in the Amended and Restated Credit Agreement.

(b) Impairment and Voting : Allowed Revolving Credit Agreement Claims are Impaired. For the avoidance of doubt, existing RevolvingCredit Agreement Claims arising under the Guaranty and Collateral Agreement, dated as of July 18, 2014, among Paragon Parent, Paragon International FinanceCompany, Paragon Offshore Finance Company, the other guarantors party thereto and JPMorgan Chase Bank, N.A., as collateral agent, shall be deemed Impairedand shall be treated as set forth in the Amended and Restated Credit Agreement and related guaranty and collateral documents. Holders of Allowed RevolvingCredit Agreement Claims are entitled to vote on this Plan.

4.4 Class4:SecuredTermLoanClaims.

(a) Treatment : The legal, equitable, and contractual rights of the holders of Allowed Secured Term Loan Claims are unaltered by thisPlan. On the Effective Date, or as soon as practicable thereafter, the holders of Allowed Secured Term Loan Claims shall have their Allowed Secured Term LoanClaims Reinstated. For the avoidance of doubt and notwithstanding anything to the contrary herein, upon Reinstatement, the terms of the Secured Term LoanAgreement shall control in the event of any inconsistency between any provision of this Plan or the Confirmation Order and the Secured Term Loan Agreement.

17

(b) Impairment and Voting : Allowed Secured Term Loan Claims are Unimpaired. In accordance with section 1126(f) of the BankruptcyCode, the holders of Allowed Secured Term Loan Claims are conclusively presumed to accept this Plan and are not entitled to vote to accept or reject this Plan, andthe votes of such holders will not be solicited with respect to such Allowed Secured Term Loan Claims.

4.5 Class5:SeniorNotesClaims.

(a) Treatment : On the Effective Date, or as soon as practicable thereafter ( provided, that the Cash payments described in (iii) belowshall be distributed on the Effective Date) each holder of an Allowed Senior Notes Claim shall receive, in full satisfaction of and in exchange for such AllowedClaim, its Pro Rata share of: (i) that number of Parent Ordinary Shares which shall in the aggregate comprise forty-seven percent (47%) of the total outstandingordinary shares of Reorganized Paragon as of the Effective Date without regard to the Management Incentive Plan Securities; (ii) the Sixty Million Dollars($60,000,000) aggregate principal amount of New Notes; and (iii) Two-Hundred and Eighty-Five Million Dollars ($285,000,000) in Cash.

(b) Impairment and Voting : Allowed Senior Notes Claims are Impaired. Holders of Allowed Senior Notes Claims are entitled to vote onthis Plan.

4.6 Class6:GeneralUnsecuredClaims.

(a) Treatment : The legal, equitable, and contractual rights of the holders of General Unsecured Claims are unaltered by this Plan. Exceptto the extent that a holder of a General Unsecured Claim agrees to different treatment, on and after the Effective Date, the Debtors or Reorganized Debtors, asapplicable, shall continue to pay or dispute each General Unsecured Claim in the ordinary course of business as if the Chapter 11 Cases had never beencommenced.

(b) Impairment and Voting : Allowed General Unsecured Claims are Unimpaired. In accordance with section 1126(f) of the BankruptcyCode, the holders of Allowed General Unsecured Claims are conclusively presumed to accept this Plan and are not entitled to vote to accept or reject this Plan, andthe votes of such holders will not be solicited with respect to such Allowed General Unsecured Claims.

4.7 Class7:IntercompanyClaims.

(a) Treatment : On or after the Effective Date, all Intercompany Claims shall be paid, adjusted, continued, settled, reinstated, discharged,or eliminated, in each case to the extent determined to be appropriate by the Debtors or Reorganized Debtors, as applicable, in their sole discretion. AllIntercompany Claims between any Debtor and a nondebtor affiliate shall be Unimpaired under this Plan.

(b) Impairment and Voting : All Allowed Intercompany Claims are either Unimpaired or are deemed Unimpaired. In accordance withsection 1126(f) of the Bankruptcy Code, the holders of Allowed Intercompany Claims are conclusively presumed to accept this Plan and are not entitled to vote toaccept or reject this Plan, and the votes of such holders will not be solicited with respect to such Allowed Intercompany Claims.

18

4.8 Class8:ParentInterests.

(a) Treatment : On the Effective Date, the holders of Parent Interests shall retain their Parent Interests, subject to dilution on account ofthe Parent Ordinary Shares to be issued in accordance with this Plan. After the issuance of the Parent Ordinary Shares, the Parent Interests shall comprise in theaggregate fifty-three percent (53%) of the total outstanding ordinary shares of Reorganized Paragon without regard to the Management Incentive Plan Securities.

(b) Impairment and Voting : Allowed Parent Interests are either Unimpaired or deemed Unimpaired. In accordance with section 1126(f)of the Bankruptcy Code, the holders of Allowed Parent Interests are conclusively presumed to accept this Plan and are not entitled to vote to accept or reject thisPlan, and the votes of such holders will not be solicited with respect to such Allowed Parent Interests.

4.9 Class9:IntercompanyInterests.

(a) Treatment : Intercompany Interests are Unimpaired. On the Effective Date, all Intercompany Interests shall be treated as set forth inSection 5.7 hereof.

(b) Impairment and Voting : Allowed Intercompany Interests are Unimpaired. In accordance with section 1126(f) of the BankruptcyCode, the holders of Allowed Intercompany Interests are conclusively presumed to accept this Plan and are not entitled to vote to accept or reject this Plan, and thevotes of such holders will not be solicited with respect to such Allowed Intercompany Interests.

4.10 Debtors’RightsinRespectofUnimpairedClaims.

Except as otherwise provided in this Plan, nothing under this Plan shall affect the rights of the Reorganized Debtors in respect of any UnimpairedClaim, including, without limitation, all rights in respect of legal and equitable defenses to, or setoffs or recoupments against, any such Unimpaired Claim.

4.11 TreatmentofVacantClasses.

Any Claim or Interest in a Class that is considered vacant under Section 3.5 of this Plan shall receive no Plan Distribution.

19

ARTICLE V. MEANS FOR IMPLEMENTATION; POST-EFFECTIVE DATE GOVERNANCE.

5.1 ContinuedCorporateExistence.

(a) Except as otherwise provided in this Plan, the Debtors shall continue to exist after the Effective Date as Reorganized Debtors inaccordance with the applicable laws of the respective jurisdictions in which they are incorporated or organized and pursuant to the Amended Certificates ofIncorporation, and the Amended By-Laws. On or after the Effective Date, each Reorganized Debtor may, in its sole discretion, take such action as permitted byapplicable law and such Reorganized Debtor’s organizational documents, as such Reorganized Debtor may determine is reasonable and appropriate, including,without limitation, causing: (i) a Reorganized Debtor to be merged into another Reorganized Debtor or an affiliate of a Reorganized Debtor; (ii) a ReorganizedDebtor to be dissolved; (iii) the legal name of a Reorganized Debtor to be changed; or (iv) the closure of a Reorganized Debtor’s Chapter 11 Case on the EffectiveDate or any time thereafter.

(b) On the Effective Date or as soon thereafter as is reasonably practicable, the Reorganized Debtors may take all actions as may benecessary or appropriate to effect any transaction described in, approved by, or necessary or appropriate to effectuate this Plan, including, without limitation: (i) theexecution and delivery of appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, orliquidation containing terms that are consistent with the terms of this Plan and the Plan Documents and that satisfy the requirements of applicable law and any otherterms to which the applicable Entities may agree; (ii) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation ofany asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan and having other terms to which the applicable parties agree;(iii) the filing of appropriate certificates of incorporation and memoranda and articles of association and amendments thereto, reincorporation, merger,consolidation, conversion, or dissolution pursuant to applicable law; (iv) Restructuring Transactions; and (v) all other actions that the applicable Entities determineto be necessary or appropriate, including, without limitation, making filings or recordings that may be required by applicable law.

5.2 AmendedandRestatedCreditAgreement,ParentOrdinaryShares,andNewNotes.

On the Effective Date, the Reorganized Debtors are authorized to issue or cause to be issued all plan-related securities and documents, includingwithout limitation the Amended and Restated Credit Agreement, the Parent Ordinary Shares, and New Notes, for distribution in accordance with the terms of thisPlan and any corporate resolutions.

(a) NewNotesandNewNotesDocuments. On the Effective Date and in accordance with the Restructuring Transactions, ReorganizedParagon shall issue Sixty Million Dollars ($60,000,000) aggregate principal amount of New Notes to holders of Allowed Senior Notes Claims on such terms andconditions as set forth in the New Notes Indenture. The New Notes Documents shall constitute legal, valid, and binding obligations of Reorganized Paragonenforceable in accordance with their terms.

20

(b) On the Effective Date, (a) upon the granting of liens and the continuation of existing liens in accordance with the Amended andRestated Credit Agreement, the lenders thereunder shall have valid, binding and enforceable liens on the collateral specified in the Amended and Restated CreditAgreement and related guarantee and collateral documentation; and (b) upon the granting of guarantees, mortgages, pledges, liens and other security interests andthe continuation of existing guarantees, mortgages, pledges, liens and other security interests in accordance with the Amended and Restated Credit Agreement, theguarantees, mortgages, pledges, liens and other security interests granted and continued to secure the obligations arising under the Amended and Restated CreditAgreement shall be granted and continued in good faith as an inducement to the lenders thereunder to convert to term loans and extend credit thereunder and shallbe deemed not to constitute a fraudulent conveyance or fraudulent transfer, shall not otherwise be subject to avoidance, and the priorities of such liens and securityinterests shall be as set forth in the Amended and Restated Credit Agreement and related guarantee and collateral documentation. All liens and security interestssecuring the obligations arising under the Amended and Restated Credit Agreement that were shared by the Revolving Credit Agreement Claims and the SecuredTerm Loan Claims as of the Petition Date are unaltered by this Plan, and all such liens and security interests are created and perfected with respect to theobligations arising under the Amended and Restated Credit Agreement to the same extent, in the same manner and on the same terms as they were with respect tothe Revolving Credit Agreement Claims and Secured Term Loan Claims. The Amended and Restated Credit Agreement and the other Credit Documents (as suchterm is defined in the Amended and Restated Agreement) shall constitute legal, valid, and binding obligations of the Reorganized Debtors party thereto orotherwise bound thereby, enforceable in accordance with their terms.

5.3 CancellationofCertainExistingAgreements.

Except for the purpose of evidencing a right to a Plan Distribution, the 6.75% Notes, the 7.25% Notes and the Senior Notes Indenture shall bedeemed cancelled on the Effective Date; provided, however, that the Senior Notes Indenture shall continue in effect for the purposes of permitting the SeniorNotes Indenture Trustee to (a) make distributions under this Plan as provided herein and perform such other necessary functions with respect hereto, (b) seekcompensation and/or reimbursement of fees and expenses in accordance with the terms of this Plan, (c) maintain and assert any rights or exercise any charging liensfor reasonable fees, costs and expenses thereunder, including, without limitation, the right to seek indemnification.

5.4 ReleaseofLiens.

Upon the full payment or other satisfaction of an Allowed Other Secured Claim, or promptly thereafter, the holder of such Allowed OtherSecured Claim shall deliver to the Debtors or Reorganized Debtors, as applicable, any Collateral or other property of a Debtor held by such holder, together withany termination statements, instruments of satisfaction, or releases of all security interests with respect to its Allowed Other Secured Claim that may be reasonablyrequired to terminate any related financing statements, mortgages, mechanics’ or other statutory liens, or lis pendens, or similar interests or documents.

21

5.5 OfficersandBoardsofDirectors.

(a) The composition of each board of directors of a Reorganized Debtor, including the New Board, shall be disclosed prior to the entry ofthe order confirming this Plan in accordance with 11 U.S.C. § 1129(a)(5). The Requisite Noteholders shall have the right to designate one independent member ofthe New Board.

(b) Except to the extent that a member of the board of directors of a Debtor continues to serve as a director of such Debtor on theEffective Date, the members of the board of directors of each Debtor prior to the Effective Date, in their capacities as such, shall have no continuing obligations tothe Reorganized Debtors on or after the Effective Date and each such member will be deemed to have resigned or shall otherwise cease to be a director of theapplicable Debtor on the Effective Date. Commencing on the Effective Date, each of the directors of each of the Reorganized Debtors shall serve pursuant to theterms of the applicable organizational documents of such Reorganized Debtor and may be replaced or removed in accordance with such organizational documents.

5.6 ManagementIncentivePlan.

The Debtors may, solely within their discretion, implement the Management Incentive Plan. Any Management Incentive Plan Securities issuedpursuant to the Management Incentive Plan shall proportionally dilute all the Parent Ordinary Shares to be issued in accordance with this Plan and the existingParent Interests.

5.7 IntercompanyInterests.

On the Effective Date and without the need for any further corporate action or approval of any board of directors, management, or shareholdersof any Debtor or Reorganized Debtor, as applicable, all Intercompany Interests held by Paragon Parent or a direct or indirect subsidiary of Paragon Parent shall beunaffected by the Plan and continue in place following the Effective Date.

5.8 RestructuringTransactions.

On the Effective Date or as soon as reasonably practicable thereafter, the Debtors or Reorganized Debtors, as applicable, may take all actions asmay be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactionsunder and in connection with this Plan.

5.9 Separability.

Notwithstanding the combination of separate plans of reorganization for the Debtors set forth in this Plan for purposes of economy andefficiency, this Plan constitutes a separate chapter 11 plan for each Debtor. Accordingly, if the Bankruptcy Court does not confirm this Plan with respect to one ormore Debtors, it may still confirm this Plan with respect to any other Debtor that satisfies the confirmation requirements of section 1129 of the Bankruptcy Code.

22

5.10 SettlementofClaimsandControversies.

(a) Pursuant to section 1123(b)(3)(A) of the Bankruptcy Code and Bankruptcy Rule 9019 and in consideration for the Plan Distributionsand other benefits provided under this Plan, the provisions of this Plan shall constitute a good faith compromise and settlement of all Claims and controversiesrelating to the rights that a holder of a Claim or Interest may have with respect to any Allowed Claim or Allowed Interest or any Plan Distribution on accountthereof. The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all suchclaims or controversies and the Bankruptcy Court’s finding that all such compromises or settlements are: (i) in the best interest of the Debtors, the Estates, theReorganized Debtors, and their respective property and stakeholders, and (ii) fair, equitable and reasonable.

(b) Noble Settlement . Pursuant to the Noble Term Sheet, Noble has agreed to provide, among other things, credit support to Paragonwith respect to certain bonding obligations imposed by Mexican Governmental Units in exchange for Paragon’s release of all claims and causes of action arisingunder, relating to, or in connection with the Spin-Off (as defined in the Noble Term Sheet) that the Paragon Entities may hold against the Noble Entities.

5.11 RestructuringExpenses.

On the Effective Date, the Debtors or the Reorganized Debtors, as applicable, shall pay in full in Cash all outstanding Restructuring Expenses inaccordance with the terms of the applicable engagement letters or other applicable contractual arrangements. ARTICLE VI. DISTRIBUTIONS.

6.1 DistributionsGenerally.

The Disbursing Agent shall make all Plan Distributions to the appropriate holders of Allowed Claims in accordance with the terms of this Plan.

6.2 PlanFunding.

Plan Distributions of Cash shall be funded from the Debtors’ and the Reorganized Debtors’ Cash on hand as of the applicable date of such PlanDistribution.

6.3 NoPostpetitionInterestonClaims.

Except as otherwise specifically provided for in this Plan, including in Sections 4.3 and 4.4 of this Plan, the Confirmation Order, or another orderof the Bankruptcy Court or required by the Bankruptcy Code, postpetition interest shall not accrue or be paid on any Claims, and no holder of a Claim shall beentitled to interest accruing on such Claim on or after the Petition Date.

23

6.4 DateofDistributions.

Unless otherwise provided in this Plan, any distributions and deliveries to be made under this Plan shall be made on the Effective Date or as soonthereafter as is practicable; provided, that other than the Cash to be distributed to holders of Allowed Claims in Class 3 and Class 5 under Sections 4.3(a)(ii) and4.5(a)(iii) of this Plan, which shall be made on the Effective Date, the Reorganized Debtors may implement periodic distribution dates to the extent they determinethem to be appropriate.

6.5 DistributionRecordDate.

As of the close of business on the Distribution Record Date, the various lists of holders of Claims in each Class, as maintained by the Debtors ortheir agents, shall be deemed closed, and there shall be no further changes in the record holders of any Claims after the Distribution Record Date. Neither theDebtors nor the Disbursing Agent shall have any obligation to recognize any transfer of a Claim occurring after the close of business on the Distribution RecordDate. In addition, with respect to payment of any Cure Amounts or disputes over any Cure Amounts, neither the Debtors nor the Disbursing Agent shall have anyobligation to recognize or deal with any party other than the non-Debtor party to the applicable executory contract or unexpired lease, even if such non-Debtorparty has sold, assigned, or otherwise transferred its Claim for a Cure Amount.

6.6 DisbursingAgent.

All distributions under this Plan shall be made by the Disbursing Agent on and after the Effective Date as provided herein. The Disbursing Agentshall not be required to give any bond or surety or other security for the performance of its duties. The Reorganized Debtors shall use all commercially reasonableefforts to provide the Disbursing Agent (if other than the Reorganized Debtors) with the amounts of Claims and the identities and addresses of holders of Claims, ineach case, as set forth in the Debtors’ or Reorganized Debtors’ books and records. The Reorganized Debtors shall cooperate in good faith with the applicableDisbursing Agent (if other than the Reorganized Debtors) to comply with the reporting and withholding requirements outlined in Section 6.17 of this Plan.

6.7 DeliveryofDistributions.

(a) The Disbursing Agent will issue or cause to be issued, the applicable consideration under this Plan and, subject to Bankruptcy Rule9010, will make all distributions to any holder of an Allowed Claim as and when required by this Plan at: (i) the address of such holder on the books and records ofthe Debtors or their agents, or (ii) at the address in any written notice of address change delivered to the Debtors or the Disbursing Agent, including any addressesincluded on any transfers of Claim filed pursuant to Bankruptcy Rule 3001. In the event that any distribution to any holder is returned as undeliverable, nodistribution or payment to such holder shall be made unless and until the Disbursing Agent has been notified of the then-current address of such holder, at whichtime or as soon thereafter as reasonably practicable such distribution shall be made to such holder without interest.

24

(b) With respect to the Parent Ordinary Shares and New Notes to be distributed to holders of Allowed Senior Notes Claims, New Notesand all of the shares of the Parent Ordinary Shares shall, to the extent such notes and shares are permitted to be held through DTC’s book-entry system, be issued inthe name of such holder or its nominee(s) in accordance with DTC’s book-entry exchange procedures. To the extent that New Notes and the Parent Ordinary Sharesare not eligible for distribution in accordance with DTC’s customary practices, Reorganized Paragon shall take reasonable actions to cause distributions of NewNotes and the Parent Ordinary Shares to holders of Allowed Senior Notes Claims, including by delivery of one or more certificates representing such notes andshares or by means of book-entry registration on the books of the transfer agent for such notes and Parent Ordinary Shares.

6.8 UnclaimedProperty.

One year from the later of: (a) the Effective Date and (b) the date that is ten (10) Business Days after the date a Claim is first Allowed, alldistributions payable on account of such Claim shall be deemed unclaimed property under section 347(b) of the Bankruptcy Code and shall revert to theReorganized Debtors or their successors or assigns, and all claims of any other Entity (including the holder of a Claim in the same Class) to such distribution shallbe discharged and forever barred. The Reorganized Debtors and the Disbursing Agent shall have no obligation to attempt to locate any holder of an Allowed Claimother than by reviewing the Debtors’ books and records and the Bankruptcy Court’s filings.

6.9 SatisfactionofClaims.

Unless otherwise provided herein, any distributions and deliveries to be made on account of Allowed Claims under this Plan shall be in completeand final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

6.10 MannerofPaymentUnderPlan.

Except as specifically provided herein, at the option of the Debtors or the Reorganized Debtors, as applicable, any Cash payment to be madeunder this Plan may be made by a check or wire transfer or as otherwise required or provided in applicable agreements or customary practices of the Debtors.

6.11 FractionalSharesandNotesandDeMinimisCashDistributions.

No fractional Parent Ordinary Shares shall be distributed. When any distribution would otherwise result in the issuance of a number of ParentOrdinary Shares that is not a whole number, the Parent Ordinary Shares subject to such distribution shall be rounded to the next higher or lower whole number asfollows: (a) fractions equal to or greater than 1/2 shall be rounded to the next higher whole number, and (b) fractions less than 1/2 shall be rounded to the nextlower whole number. The total number of Parent Ordinary Shares to be distributed on account of Allowed Senior Notes Claims will be adjusted as necessary toaccount for the rounding provided for herein. No consideration will be provided in lieu of fractional shares that are rounded down. Neither the Reorganized Debtorsnor the Disbursing Agent shall have any obligation to make a distribution that is less than one (1) share of Parent Ordinary Shares or Fifty Dollars ($50.00) in Cash.Fractional Parent Ordinary Shares that are not distributed in accordance with this section shall be returned to, and ownership thereof shall vest in, ReorganizedParagon. New Notes shall be issued in denominations of $1.00 or any integral multiples thereof subject to rounding and the rules or procedures of any depositary.

25

6.12 NoDistributioninExcessofAmountofAllowedClaim.

Notwithstanding anything to the contrary in this Plan, no holder of an Allowed Claim shall receive, on account of such Allowed Claim, PlanDistributions in excess of the Allowed amount of such Claim plus any postpetition interest on such Claim, to the extent such interest is permitted by Section 6.3 ofthis Plan.

6.13 AllocationofDistributionsBetweenPrincipalandInterest.

Except as otherwise provided in this Plan and subject to Section 6.3 of this Plan, to the extent that any Allowed Claim entitled to a distributionunder this Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall be allocated first to the principal amount (asdetermined for federal income tax purposes) of the Claim and then to accrued but unpaid interest.

6.14 ExemptionfromSecuritiesLaws.

The issuance of and the distribution under this Plan of the Parent Ordinary Shares and New Notes (including any Parent Ordinary Shares issuedto pay interest in respect of the New Notes) shall be exempt from registration under the Securities Act and any other applicable securities laws to the fullest extentpermitted by section 1145 of the Bankruptcy Code. These securities may be resold without registration under the Securities Act or other federal securities lawspursuant to the exemption provided by section 4(a)(1) of the Securities Act, unless the holder is an “underwriter” with respect to such securities, as that term isdefined in section 1145(b) of the Bankruptcy Code. In addition, such section 1145 exempt securities generally may be resold without registration under statesecurities laws pursuant to various exemptions provided by the respective laws of the several states.

6.15 SetoffsandRecoupments.

Each Reorganized Debtor, or such entity’s designee as instructed by such Reorganized Debtor, may, pursuant to section 553 of the BankruptcyCode or applicable nonbankruptcy law, offset or recoup against any Allowed Claim and the distributions to be made pursuant to this Plan on account of suchAllowed Claim any and all claims, rights, and Causes of Action that a Reorganized Debtor or its successors may hold against the holder of such Allowed Claimafter the Effective Date; provided, that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder will constitute a waiver orrelease by a Reorganized Debtor or its successor of any claims, rights, or Causes of Action that a Reorganized Debtor or its successor or assign may possess againstsuch holder.

26

6.16 RightsandPowersofDisbursingAgent.

(a) Powers of Disbursing Agent . The Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreements,instruments, and other documents necessary to perform its duties under this Plan; (ii) make all applicable distributions or payments provided for under this Plan;(iii) employ professionals to represent it with respect to its responsibilities; and (iv) exercise such other powers (A) as may be vested in the Disbursing Agent byorder of the Bankruptcy Court (including any order issued after the Effective Date) or pursuant to this Plan or (B) as deemed by the Disbursing Agent to benecessary and proper to implement the provisions of this Plan.

(b) Expenses Incurred on or After the Effective Date . Except as otherwise ordered by the Bankruptcy Court and subject to the writtenagreement of the Reorganized Debtors, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including,without limitation, taxes) and any reasonable compensation and expense reimbursement Claims (including, without limitation, for reasonable attorneys’ and otherprofessional fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

6.17 WithholdingandReportingRequirements.

(a) In connection with this Plan and all instruments issued in connection therewith and distributed thereon, the Reorganized Debtors andthe Disbursing Agent shall comply with all applicable withholding and reporting requirements imposed by any federal, state, local, or foreign taxing authority, andall distributions under this Plan shall be subject to any such withholding or reporting requirements; provided, however, that the Disbursing Agent shall have noreporting or withholding obligations in respect of the distribution of Two-Hundred and Eighty- Five Million Dollars ($285,000,000) in Cash to the holders ofAllowed Senior Notes Claims pursuant to Section 4.5(a) of this Plan. In the case of a non-Cash distribution that is subject to withholding, the distributing party maywithhold an appropriate portion of such distributed property and sell such withheld property to generate Cash necessary to pay over the withholding tax. Anyamounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and received by the applicable recipient for all purposes of thisPlan.

(b) Notwithstanding the above, each holder of an Allowed Claim that is to receive a distribution under this Plan shall have the sole andexclusive responsibility for the satisfaction and payment of any tax obligations imposed on such holder by any Governmental Unit, including income, withholding,and other tax obligations, on account of such distribution. The Reorganized Debtors and the Disbursing Agent have the right, but not the obligation, to not make adistribution until such holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such tax obligations.

(c) The Reorganized Debtors and the Disbursing Agent may require, as a condition to receipt of a distribution, that the holder of anAllowed Claim provide any information necessary to allow the distributing party to comply with any such withholding and reporting requirements imposed by anyfederal, state, local or foreign taxing authority. If the Reorganized Debtors or the Disbursing Agent make such a request and the holder fails to comply before thedate that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim inrespect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.

27

ARTICLE VII. PROCEDURES FOR RESOLVING CLAIMS.

7.1 DisputedClaimsGenerally.

(a) Filing Proofs of Claim . Holders of Claims need not file proofs of Claim with the Bankruptcy Court. In the event that a holder of aClaim elects to file a proof of Claim with the Bankruptcy Court, such holder shall be deemed to have consented to the jurisdiction of the Bankruptcy Court for allpurposes with respect to the determination, liquidation, allowance, or disallowance of such Claim.

(b) Disputed Claims . If the Debtors dispute any Claim as to which no proof of claim has been filed, such dispute shall be determined,resolved, or adjudicated, as the case may be, in a manner as if the Chapter 11 Cases had not been commenced. Notwithstanding section 502(a) of the BankruptcyCode, and considering the Unimpaired treatment of all holders of General Unsecured Claims under this Plan, all proofs of claim filed on account of GeneralUnsecured Claims shall be deemed Disputed without further action by the Debtors. Upon the Effective Date, all proofs of claim filed against the Debtors onaccount of General Unsecured Claims (including those filed after the Effective Date), shall be deemed withdrawn. The deemed withdrawal of all proofs of claimfiled on account of General Unsecured Claims is without prejudice to such claimant’s right to assert such Claim in any forum as if the Chapter 11 Cases had notbeen commenced.

7.2 ObjectionstoFeeClaims.

Any objections to Fee Claims shall be served and filed (a) no later than thirty (30) days after the filing of the final applications for compensationor reimbursement or (b) such later date as ordered by the Bankruptcy Court upon a motion of the Reorganized Debtors.

7.3 EstimationofClaims.

The Reorganized Debtors may at any time request that the Bankruptcy Court estimate any contingent, unliquidated, or Disputed Claim pursuantto section 502(c) of the Bankruptcy Code, regardless of whether the Debtors had previously objected to or otherwise disputed such Claim or whether theBankruptcy Court has ruled on any such objection. The Bankruptcy Court shall retain jurisdiction to estimate any Claim at any time during litigation concerningany objection to any Claim, including, without limitation, during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Courtestimates any contingent, unliquidated, or Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim or a maximumlimitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on the amount of such Claim, theReorganized Debtors may pursue supplementary proceedings to object to the allowance of such Claim.

7.4 ClaimResolutionProceduresCumulative.

All of the objection, estimation, and resolution procedures in this Plan are intended to be cumulative and not exclusive of one another. Claimsmay be estimated and subsequently settled, compromised, withdrawn, or resolved in accordance with this Plan by any mechanism approved by the BankruptcyCourt.

28

7.5 NoDistributionsPendingAllowance.

If an objection, motion to estimate, or other challenge to a Claim is filed, no payment or distribution provided under this Plan shall be made onaccount of such Claim unless and until (and only to the extent that) such Claim becomes an Allowed Claim.

7.6 DistributionsAfterAllowance.

To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions (if any) shall be made to the holder of such AllowedClaim in accordance with the provisions of this Plan. As soon as practicable after the date on which the order or judgment of the Bankruptcy Court allowing anyDisputed Claim becomes a Final Order, the Disbursing Agent shall provide to the holder of such Claim the distribution (if any) to which such holder is entitledunder this Plan as of the Effective Date, without any interest to be paid on account of such Claim unless required by the Bankruptcy Code. ARTICLE VIII. EXECUTORY CONTRACTS AND UNEXPIRED LEASES.

8.1 AssumptionofExecutoryContractsandUnexpiredLeases.

(a) As of and subject to the occurrence of the Effective Date and the payment of any applicable Cure Amount, all executory contracts andunexpired leases to which the Debtors are party shall be deemed assumed except for an executory contract or unexpired lease that (i) has previously been assumedor rejected pursuant to a final order of the Bankruptcy Court, (ii) is specifically designated as a contract or lease to be rejected on a schedule of contracts and leasesfiled and served prior to commencement of the Confirmation Hearing, (iii) is the subject of a separate (A) assumption motion filed by the Debtors or (B) rejectionmotion filed by the Debtors under section 365 of the Bankruptcy Code before the Confirmation Date, or (iv) is the subject of a pending objection regardingassumption, cure, “adequate assurance of future performance” (within the meaning of section 365 of the Bankruptcy Code) or other issues related to assumption ofthe contract or lease (a “ Cure Dispute ”). The Debtors reserve the right to reject any executory contract or unexpired lease pursuant to this Plan.

(b) Subject to the occurrence of the Effective Date, entry of the Confirmation Order by the Bankruptcy Court shall constitute approval ofthe assumptions provided for in this Plan pursuant to sections 365(a) and 1123 of the Bankruptcy Code. Each executory contract and unexpired lease assumedpursuant to this Plan shall vest in and be fully enforceable by the applicable Reorganized Debtor in accordance with its terms, except as modified by the provisionsof this Plan, any order of the Bankruptcy Court authorizing and providing for its assumption, or applicable law.

29

8.2 DeterminationofCureDisputesandDeemedConsent.

(a) Any monetary amounts by which any executory contract or unexpired lease to be assumed hereunder is in default shall be satisfied,under section 365(b)(1) of the Bankruptcy Code, by the Debtors or Reorganized Debtors, as applicable, upon assumption thereof. Following the Petition Date, theDebtors shall have served a notice on parties to executory contracts and unexpired leases to be assumed reflecting the Debtors’ intent to assume the contract orlease in connection with this Plan and setting forth the proposed Cure Amount (if any). If a counterparty to any executory contract or unexpired lease that theDebtors or Reorganized Debtors intend to assume does not receive such a notice, the proposed Cure Amount for such executory contract or unexpired lease shall bedeemed to be Zero Dollars ($0).

(b) If there is a dispute regarding (i) any Cure Amount, (ii) the ability of the Debtors to provide adequate assurance of future performance(within the meaning of section 365 of the Bankruptcy Code) under the contract or lease to be assumed, or (iii) any other matter pertaining to assumption, suchdispute shall be heard by the Bankruptcy Court prior to such assumption being effective. Any counterparty to an executory contract or unexpired lease that fails toobject timely to the notice of the proposed assumption and assignment of such executory contract or unexpired lease or the relevant Cure Amount within fifteen(15) days of the filing thereof, shall be deemed to have assented to such assumption and/or the Cure Amount and shall be forever barred, estopped, and enjoinedfrom challenging the validity of such assumption or the amount of such Cure Amount thereafter.

8.3 SurvivaloftheDebtors’IndemnificationObligations.

Any obligations of the Debtors pursuant to their corporate charters, by-laws, limited liability company agreements, memorandum and articles ofassociation, or other organizational documents to indemnify current and former officers, directors, agents, or employees with respect to all present and futureactions, suits, and proceedings against the Debtors or such officers, directors, agents, or employees based upon any act or omission for or on behalf of the Debtorsshall not be discharged, impaired, or otherwise affected by this Plan; provided, that the Reorganized Debtors shall not indemnify directors of the Debtors for any Claims or Causes of Action arising out of or relating to any act or omission that is a criminal act or constitutes intentional fraud. All such obligations shall bedeemed and treated as executory contracts to be assumed by the Debtors under this Plan and shall continue as obligations of the Reorganized Debtors. Any claimbased on the Debtors’ obligations herein shall not be a Disputed Claim or subject to any objection, in either case, by reason of section 502(e)(1)(B) of theBankruptcy Code.

8.4 CompensationandBenefitPlans.

Unless otherwise provided in this Plan, all employment and severance policies, and all compensation and benefits plans, policies, and programsof the Debtors applicable to their respective employees, retirees, and non-employee directors, including, without limitation, all savings plans, retirement plans,healthcare plans, disability plans, severance benefit plans, incentive plans, and life and accidental death and dismemberment insurance plans, are deemed to be, andshall be treated as, executory contracts under this Plan and, on the Effective Date, will be assumed pursuant to sections 365 and 1123 of the Bankruptcy Code. Forthe avoidance of doubt, any awards granted under the Management Incentive Plan will be governed by such plan and will not be subject to any provisions of theforegoing assumed plans, programs, or arrangements.

30

8.5 InsurancePolicies.

All insurance policies to which any Debtor is a party as of the Effective Date shall be deemed to be and treated as executory contracts and shallbe assumed by the applicable Debtor or Reorganized Debtor and shall continue in full force and effect thereafter in accordance with their respective terms. Allother insurance policies shall vest in the Reorganized Debtors.

8.6 ReservationofRights.

(a) Neither the exclusion nor the inclusion by the Debtors of any contract or lease on any exhibit, schedule, or other annex to this Plan orin the Plan Supplement, nor anything contained in this Plan, will constitute an admission by the Debtors that any such contract or lease is or is not an executorycontract or unexpired lease or that the Debtors or the Reorganized Debtors or their respective affiliates has any liability thereunder.

(b) Except as otherwise provided in this Plan, nothing shall waive, excuse, limit, diminish, or otherwise alter any of the defenses, claims,Causes of Action, or other rights of the Debtors or the Reorganized Debtors under any executory or non-executory contract or unexpired or expired lease.

(c) Nothing in this Plan will increase, augment, or add to any of the duties, obligations, responsibilities, or liabilities of the Debtors or theReorganized Debtors, as applicable, under any executory or non-executory contract or unexpired or expired lease.

(d) If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of its assumption under thisPlan, the Debtors or Reorganized Debtors, as applicable, shall have sixty (60) days following entry of a Final Order resolving such dispute to alter their treatment ofsuch contract or lease. ARTICLE IX. CONDITIONS PRECEDENT TO THE OCCURRENCE OF THE EFFECTIVE DATE.

9.1 ConditionsPrecedenttotheEffectiveDate.

The Effective Date shall not occur unless all of the following conditions precedent have been satisfied:

(a) the Plan Documents are reasonably satisfactory in all respects to the Debtors and the Required Plan Support Parties;

(b) all conditions precedent to effectiveness of the Amended and Restated Credit Agreement shall have been satisfied or waived inaccordance with the terms thereof;

31

(c) the Bankruptcy Court has entered the Confirmation Order, which order shall not be subject to a stay of execution;

(d) an order approving a motion to assume the Plan Support Agreement shall have been entered and not be subject to stay of execution;

(e) all Restructuring Expenses payable under the Plan Support Agreement and the Plan shall be paid by the Debtors before or on theEffective Date without any further notice to or action, order, or approval of the Bankruptcy Court in accordance with Section 5.11 of this Plan;

(f) an order approving the Noble Settlement Agreement shall have been entered and not be subject to a stay of execution;

(g) the conditions precedent to effectiveness of the indenture with respect to the New Notes shall have been satisfied or waived inaccordance with the terms thereof, and such indenture shall be in full force and effect and binding on all parties thereto, and shall have been qualified under section307 of the Trust Indenture Act of 1939, as amended;

(h) all governmental and third-party approvals and consents, including Bankruptcy Court approval, necessary in connection with thetransactions provided for in this Plan have been obtained, are not subject to unfulfilled conditions, and are in full force and effect, and all applicable waiting periodshave expired without any action having been taken by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions onsuch transactions; and

(i) if applicable, the Amended Certificate of Incorporation of Reorganized Paragon shall have been filed with the appropriategovernmental authority.

9.2 WaiverofConditionsPrecedent.

(a) Each of the conditions precedent to the occurrence of the Effective Date may be waived in writing by the Debtors subject to thewritten consent of the Required Plan Support Parties, provided, however, that Section 9.1(d) may be waived by the Debtors and the Requisite Noteholders. If anysuch condition precedent is waived pursuant to this section and the Effective Date occurs, each party agreeing to waive such condition precedent shall be estoppedfrom withdrawing such waiver after the Effective Date or otherwise challenging the occurrence of the Effective Date on the basis that such condition was notsatisfied. If this Plan is confirmed for fewer than all of the Debtors as provided for in Section 5.9 of this Plan, only the conditions applicable to the Debtor orDebtors for which this Plan is confirmed must be satisfied or waived for the Effective Date to occur.

(b) The stay of the Confirmation Order pursuant to Bankruptcy Rule 3020(e) shall be deemed waived by and upon the entry of theConfirmation Order, and the Confirmation Order shall take effect immediately upon its entry.

32

9.3 EffectofFailureofaCondition.

If the conditions listed in Section 9.1 are not satisfied or waived in accordance with Section 9.2 on or before the first Business Day that is morethan sixty (60) days after the date on which the Confirmation Order is entered or by such later date as agreed to by the Required Plan Support Parties and theDebtors and as set forth by the Debtors in a notice filed with the Bankruptcy Court prior to the expiration of such period, this Plan shall be null and void in allrespects and nothing contained in this Plan or the Disclosure Statement shall (a) constitute a waiver or release of any Claims by or against or any Interests in theDebtors, (b) prejudice in any manner the rights of any Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking by the Debtors, any of theother Plan Support Parties, or any other Entity. ARTICLE X. EFFECT OF CONFIRMATION.

10.1 BindingEffect.

Except as otherwise provided in section 1141(d)(3) of the Bankruptcy Code, and subject to the occurrence of the Effective Date, on and after theentry of the Confirmation Order, the provisions of this Plan shall bind every holder of a Claim against or Interest in any Debtor and inure to the benefit of and bebinding on such holder’s respective successors and assigns, regardless of whether the Claim or Interest of such holder is impaired under this Plan and whether suchholder has accepted this Plan.

10.2 VestingofAssets.

Except as otherwise provided in this Plan, on and after the Effective Date, all Assets of the Estates, including all claims, rights, and Causes ofAction and any property acquired by the Debtors under or in connection with this Plan, shall vest in each respective Reorganized Debtor free and clear of allClaims, Liens, charges, other encumbrances, and Interests. Subject to the terms of this Plan, on and after the Effective Date, the Reorganized Debtors may operatetheir businesses and may use, acquire, and dispose of property and prosecute, compromise, or settle any Claims (including any Administrative Expense Claims) andCauses of Action without supervision of or approval by the Bankruptcy Court and free and clear of any restrictions of the Bankruptcy Code or the BankruptcyRules other than restrictions expressly imposed by this Plan or the Confirmation Order. Without limiting the foregoing, the Reorganized Debtors may pay thecharges that they incur on or after the Confirmation Date for Professional Persons’ fees, disbursements, expenses, or related support services without application tothe Bankruptcy Court.

10.3 DischargeofClaimsAgainstandInterestsintheDebtors.

Upon the Effective Date and in consideration of the distributions to be made under this Plan, except as otherwise provided in this Plan or in theConfirmation Order, each holder (as well as any trustee or agent on behalf of such holder) of a Claim or Interest and any affiliate of such holder shall be deemed tohave forever waived, released, and discharged the Debtors, to the fullest extent permitted by section 1141 of the Bankruptcy Code, of and from any and all Claims,Interests, rights, and liabilities that arose prior to the Effective Date. Except as otherwise provided in this Plan, upon the Effective Date, all such holders of Claimsand Interests and their affiliates shall be forever precluded and enjoined, pursuant to sections 105, 524, and 1141 of the Bankruptcy Code, from prosecuting orasserting any such discharged Claim against or terminated Interest in any Debtor or any Reorganized Debtor.

33

10.4 TermofPre-ConfirmationInjunctionsandStays.

Unless otherwise provided in this Plan, all injunctions and stays arising under or entered during the Chapter 11 Cases, whether under sections105 or 362 of the Bankruptcy Code or otherwise, and in existence on the date of entry of the Confirmation Order, shall remain in full force and effect until the laterof the Effective Date and the date indicated in the order providing for such injunction or stay.

10.5 PlanInjunction.

(a) Except as otherwise provided in this Plan or in the Confirmation Order, as of the entry of the Confirmation Order but subject to theoccurrence of the Effective Date, all Entities who have held, hold, or may hold Claims or Interests are, with respect to any such Claim or Interest, permanentlyenjoined after the entry of the Confirmation Order from:(i) commencing, conducting, or continuing in any manner, directly or indirectly, any suit, action, or other proceeding of any kind (including, without limitation,any proceeding in a judicial, arbitral, administrative, or other forum) against or affecting, directly or indirectly, a Debtor, a Reorganized Debtor, or an Estate or theproperty of any of the foregoing, or any direct or indirect transferee of any property of, or direct or indirect successor in interest to, any of the foregoing Entitiesmentioned in this subsection (i) or any property of any such transferee or successor; (ii) enforcing, levying, attaching (including, without limitation, anyprejudgment attachment), collecting, or otherwise recovering in any manner or by any means, whether directly or indirectly, any judgment, award, decree, or orderagainst a Debtor, a Reorganized Debtor, or an Estate or its property, or any direct or indirect transferee of any property of, or direct or indirect successor in interestto, any of the foregoing Entities mentioned in this subsection (ii) or any property of any such transferee or successor; (iii) creating, perfecting, or otherwiseenforcing in any manner, directly or indirectly, any encumbrance of any kind against a Debtor, a Reorganized Debtor, or an Estate or any of its property, or anydirect or indirect transferee of any property of, or successor in interest to, any of the foregoing Entities mentioned in this subsection (iii) or any property of any suchtransferee or successor; (iv) acting or proceeding in any manner, in any place whatsoever, that does not conform to or comply with the provisions of this Plan to thefull extent permitted by applicable law; and (v) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistentwith the provisions of this Plan; provided, that nothing contained herein shall preclude such Entities who have held, hold, or may hold Claims against or Interestsin a Debtor or an Estate from exercising their rights, or obtaining benefits, pursuant to and consistent with the terms of this Plan, the Plan Documents and theSecured Term Loan Agreement.

(b) By accepting distributions pursuant to this Plan, each holder of an Allowed Claim or Allowed Interest will be deemed to haveaffirmatively and specifically consented to be bound by this Plan, including, without limitation, the injunctions set forth in this section.

34

10.6 Releases.

(a) Releases by the Debtors . As of the Effective Date, except for the rights that remain in effect from and after the Effective Dateto enforce this Plan and the Plan Documents, for good and valuable consideration, the adequacy of which is hereby confirmed, including, withoutlimitation, the service of the Released Parties to facilitate the reorganization of the Debtors and the implementation of the Restructuring, and except asotherwise provided in this Plan or in the Confirmation Order, the Released Parties are deemed forever released and discharged by the Debtors, theReorganized Debtors, and the Estates from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses,and liabilities whatsoever, including any derivative claims, asserted or assertable on behalf of the Debtors, the Reorganized Debtors, or their Estates,whether liquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, existing or hereinafterarising, in law, equity, or otherwise, that the Debtors, the Reorganized Debtors, or their Estates would have been legally entitled to assert in their ownright (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity, based on or relating to, or in any mannerarising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchase or sale of any security of the Debtorsor the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interest that is treated in this Plan, thebusiness or contractual arrangements between any Debtor and any Released Party, the Restructuring, the restructuring of any Claim or Interest beforeor during the Chapter 11 Cases, the Restructuring Transactions, the Disclosure Statement, the Plan Support Agreement, and this Plan and relatedagreements, instruments, and other documents (including the Plan Documents), and the negotiation, formulation, or preparation thereof, the solicitationof votes with respect to this Plan, or any other act or omission, other than Claims or Causes of Action arising out of or related to any act or omission of aReleased Party that is a criminal act or constitutes intentional fraud.

(b) Releases by Holders of Claims and Interests . As of the Effective Date, except for the rights that remain in effect from andafter the Effective Date to enforce this Plan, the Plan Documents and the Secured Term Loan Agreement, for good and valuable consideration, theadequacy of which is hereby confirmed, including, without limitation, the service of the Released Parties to facilitate the reorganization of the Debtors andthe implementation of the Restructuring, and except as otherwise provided in this Plan or in the Confirmation Order, the Released Parties are deemedforever released and discharged by (i) the holders of all Claims or Interests who vote to accept this Plan, (ii) the holders of Claims or Interests whose voteto accept or reject this Plan is solicited but who do not vote either to accept or to reject this Plan, (iii) the holders of Claims or Interests who vote to rejectthis Plan but do not opt out of granting the releases set forth herein, (iv) the Revolving Credit Facility Agent, and (v) the Senior Notes Indenture Trustee,from any and all claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses, and liabilities whatsoever, including anyderivative claims, asserted or assertable on behalf of the Debtors, whether liquidated or unliquidated, fixed or contingent, matured or unmatured, knownor unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such holders or their affiliates would have beenlegally entitled to assert in their own right (whether individually or collectively) or on behalf of the holder of any Claim or Interest or other Entity, basedon or relating to, or in any manner arising from, in whole or in part, the Debtors, the Chapter 11 Cases, the purchase, sale, or rescission of the purchaseor sale of any security of the Debtors or the Reorganized Debtors, the subject matter of, or the transactions or events giving rise to, any Claim or Interestthat is treated in this Plan, the business or contractual arrangements between any Debtor and any Released Party, the Restructuring, the restructuring ofany Claim or Interest before or during the Chapter 11 Cases, the Restructuring Transactions, the Disclosure Statement, the Plan Support Agreement, andthis Plan and related agreements, instruments, and other documents (including the Plan Documents), and the negotiation, formulation, or preparationthereof, the solicitation of votes with respect to this Plan, or any other act or omission, other than Claims or Causes of Action arising out of or related toany act or omission of a Released Party that is a criminal act or constitutes intentional fraud.

35

(c) Releases in the Noble Settlement Agreement . As of the Effective Date, the releases in the Noble Settlement Agreement shall begranted.

(d) Special Provisions for Governmental Units . Notwithstanding any language to the contrary contained in this Plan, noprovision of this Plan shall (i) preclude any Governmental Unit from enforcing its police or regulatory powers or (ii) release any non-debtor fromliability in connection with any legal or equitable action or claim brought by any Governmental Unit.

10.7 Exculpation.

To the extent permitted by applicable law, no Exculpated Party shall have or incur, and each Exculpated Party is hereby released andexculpated from, any claim, obligation, suit, judgment, damage, demand, debt, right, Cause of Action, loss, and liability for any claim in connection withor arising out of the administration of the Chapter 11 Cases; the negotiation and pursuit of the Disclosure Statement, the Plan Support Agreement, theRestructuring Transactions, this Plan, or the solicitation of votes for, or confirmation of, this Plan; the funding of this Plan; the occurrence of theEffective Date; the administration of this Plan or the property to be distributed under this Plan; the issuance of securities under or in connection with thisPlan; or the transactions in furtherance of any of the foregoing; except for willful misconduct or gross negligence. This exculpation shall be in addition to,and not in limitation of, all other releases, indemnities, exculpations and any other applicable law or rules protecting such Exculpated Parties fromliability.

10.8 InjunctionRelatedtoReleasesandExculpation.

Except for the rights that remain in effect from and after the Effective Date to enforce this Plan, the Plan Documents and the SecuredTerm Loan Agreement, the Confirmation Order shall permanently enjoin the commencement or prosecution by any Entity, whether directly,derivatively, or otherwise, of any Claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, losses, or liabilities releasedpursuant to this Plan, including, without limitation, the claims, obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, andliabilities released or exculpated in this Plan.

36

10.9 SubordinatedClaims.

The allowance, classification, and treatment of all Allowed Claims and Allowed Interests and the respective distributions and treatments thereofunder this Plan take into account and conform to the relative priority and rights of the Claims and Interest in each Class in connection with any contractual, legal,and equitable subordination rights relating thereto, whether arising under general principles of equitable subordination, sections 510(a), 510(b), or 510(c) of theBankruptcy Code, or otherwise. Pursuant to section 510 of the Bankruptcy Code, the Debtors reserve the right to reclassify any Allowed Claim or Allowed Interestin accordance with any contractual, legal, or equitable subordination relating thereto.

10.10 RetentionofCausesofActionandReservationofRights.

Subject to Sections 10.6, 10.7 and 10.8 of this Plan, nothing contained in this Plan or the Confirmation Order shall be deemed to be a waiver orrelinquishment of any rights, claims, Causes of Action, rights of setoff or recoupment, or other legal or equitable defenses that the Debtors had immediately beforethe Effective Date on behalf of the Estates or of themselves in accordance with any provision of the Bankruptcy Code or any applicable nonbankruptcy law.Subject to Sections 10.6, 10.7 and 10.8 of this Plan, the Reorganized Debtors shall have, retain, reserve, and be entitled to assert all such claims, Causes of Action,rights of setoff or recoupment, and other legal or equitable defenses as fully as if the Chapter 11 Cases had not been commenced, and all of the Debtors’ legal andequitable rights in respect of any Unimpaired Claim may be asserted after the Effective Date to the same extent as if the Chapter 11 Cases had not beencommenced.

10.11 IpsoFactoandSimilarProvisionsIneffective.

Any term of any policy, contract, or other obligation applicable to a Debtor shall be void and of no further force or effect with respect to anyDebtor to the extent that such policy, contract, or other obligation is conditioned on, creates an obligation of the Debtor as a result of, or gives rise to a right of anyEntity based on any of the following: (a) the insolvency or financial condition of a Debtor; (b) the commencement of the Chapter 11 Cases; (c) the confirmation orconsummation of this Plan, including any change of control that will occur as a result of such consummation; or (d) the Restructuring.

10.12 IndemnificationandReimbursementObligations.

For purposes of this Plan, (a) the obligations of the Debtors to indemnify and reimburse their current and former directors or officers shall beassumed by the Reorganized Debtors and (b) indemnification obligations of the Debtors arising from services as officers and directors during the period from andafter the Petition Date shall be Administrative Expense Claims.

37

ARTICLE XI. RETENTION OF JURISDICTION.

11.1 RetentionofJurisdiction.

Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of theEffective Date, on and after the Effective Date, the Bankruptcy Court shall retain exclusive jurisdiction, pursuant to 28 U.S.C. §§ 1334 and 157, over all mattersarising in or related to the Chapter 11 Cases for, among other things, the following purposes:

(a) to hear and determine applications for the assumption of executory contracts or unexpired leases and any disputes over CureAmounts resulting therefrom;

(b) to determine any motion, adversary proceeding, application, contested matter, and other litigated matter pending on or commencedafter the entry of the Confirmation Order;

(c) to hear and resolve any disputes arising from or related to (i) any orders of the Bankruptcy Court granting relief under BankruptcyRule 2004 or (ii) any protective orders entered by the Bankruptcy Court in connection with the foregoing;

(d) to ensure that distributions to holders of Allowed Claims are accomplished as provided in this Plan and the Confirmation Order;

(e) to consider Claims or the allowance, classification, priority, compromise, estimation, or payment of any Claim, including anyAdministrative Expense Claim;

(f) to enter, implement, or enforce such orders as may be appropriate in the event that the Confirmation Order is for any reasonstayed, reversed, revoked, modified, or vacated;

(g) to issue and enforce injunctions, enter and implement other orders, and take such other actions as may be necessary or appropriate torestrain interference by any Entity with the consummation, implementation, or enforcement of this Plan, the Confirmation Order, or any other order of theBankruptcy Court;

(h) to hear and determine any application to modify this Plan in accordance with section 1127 of the Bankruptcy Code to remedy anydefect or omission or reconcile any inconsistency in this Plan, the Disclosure Statement, or any order of the Bankruptcy Court, including the ConfirmationOrder, in such a manner as may be necessary to carry out the purposes and effects thereof;

(i) to hear and determine all Fee Claims;

38

(j) to resolve disputes concerning any reserves with respect to Disputed Claims or the administration thereof;

(k) to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of this Plan, theConfirmation Order, any transactions or payments in furtherance of either (including, without limitation, the New Notes, if any), or any agreement, instrument, orother document governing or related to any of the foregoing;

(l) to take any action and issue such orders, including any such action or orders as may be necessary after entry of the ConfirmationOrder or the occurrence of the Effective Date, as may be necessary to construe, enforce, implement, execute, and consummate this Plan, including any release,exculpation, or injunction provisions set forth in this Plan, or to maintain the integrity of this Plan following the occurrence of the Effective Date;

(m) to determine such other matters and for such other purposes as may be provided in the Confirmation Order;

(n) to hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of theBankruptcy Code;

(o) to hear and determine any other matters related to the Chapter 11 Cases and not inconsistent with the Bankruptcy Code or title 28 ofthe United States Code;

(p) to resolve any disputes concerning whether an Entity had sufficient notice of the Chapter 11 Cases, the Disclosure Statement, anysolicitation conducted in connection with the Chapter 11 Cases, any bar date established in the Chapter 11 Cases, or any deadline for responding or objecting to aCure Amount, in each case, for the purpose for determining whether a Claim or Interest is discharged hereunder or for any other purpose;

(q) to recover all Assets of the Debtors and property of the Estates, wherever located; and

(r) to enter a final decree closing each of the Chapter 11 Cases;

providedthat, on and after the Effective Date, the Bankruptcy Court shall not retain jurisdiction over any matters arising out of or related to the Amended andRestated Credit Agreement or the Secured Term Loan Agreement. ARTICLE XII. MISCELLANEOUS PROVISIONS.

12.1 Amendments.

(a) Plan Modifications . This Plan may be amended, modified, or supplemented by the Debtors, subject to the consent rights set forth inthe Plan Support Agreement, in the manner provided for by section 1127 of the Bankruptcy Code or as otherwise permitted by law, without additional disclosurepursuant to section 1125 of the Bankruptcy Code, except as otherwise ordered by the Bankruptcy Court. In addition, after the Confirmation Date, so long as suchaction does not materially and adversely affect the treatment of holders of Allowed Claims or Allowed Interests pursuant to this Plan, the Debtors, subject to theconsent rights set forth in the Plan Support Agreement, may remedy any defect or omission or reconcile any inconsistencies in this Plan or the Confirmation Orderwith respect to such matters as may be necessary to carry out the purposes or effects of this Plan, and any holder of a Claim or Interest that has accepted this Planshall be deemed to have accepted this Plan as amended, modified, or supplemented.

39

(b) Certain Technical Amendments . Prior to the Effective Date, the Debtors may make appropriate technical adjustments andmodifications to this Plan without further order or approval of the Bankruptcy Court; provided, that such technical adjustments and modifications do not adverselyaffect the treatment of holders of Claims or Interests under this Plan.

12.2 RevocationorWithdrawalofPlan.

The Debtors reserve the right to revoke or withdraw this Plan prior to the Effective Date as to any or all of the Debtors. If, with respect to aDebtor, this Plan has been revoked or withdrawn prior to the Effective Date, or if confirmation or the occurrence of the Effective Date as to such Debtor does notoccur on the Effective Date, then, with respect to such Debtor: (a) this Plan shall be null and void in all respects; (b) any settlement or compromise embodied in thisPlan (including the fixing or limiting to an amount any Claim or Interest or Class of Claims or Interests), assumption of executory contracts or unexpired leasesaffected by this Plan, and any document or agreement executed pursuant to this Plan shall be deemed null and void; and (c) nothing contained in this Plan shall (i)constitute a waiver or release of any Claim by or against, or any Interest in, such Debtor or any other Entity; (ii) prejudice in any manner the rights of such Debtoror any other Person or entity; or (iii) constitute an admission of any sort by any Debtor or any other Person or entity.

12.3 ExemptionfromCertainTransferTaxes.

To the fullest extent permitted by applicable law, the issuance, transfer, or exchange of any security or other property hereunder, as well as allsale transactions consummated by the Debtors and approved by the Bankruptcy Court on and after the Confirmation Date through and including the Effective Date,including any transfers effectuated under this Plan, and any assumption, assignment, or sale by the Debtors of their interests in unexpired leases of nonresidentialreal property or executory contracts pursuant to section 365(a) of the Bankruptcy Code, shall constitute a “transfer under a plan” within the purview of section 1146of the Bankruptcy Code and shall not be subject to any stamp, real estate transfer, mortgage recording, or other similar tax.

12.4 PaymentofStatutoryFees.

All fees payable under section 1930 of chapter 123 of title 28 of the United States Code shall be paid on the Effective Date, or as soon aspracticable thereafter, by the Debtors or Reorganized Debtors. Quarterly fees owed to the U.S. Trustee shall be paid when due in accordance with applicable lawand the Debtors and Reorganized Debtors shall continue to file reports to show the calculation of such fees for the Debtors’ Estates until the Chapter 11 Cases areclosed under section 350 of the Bankruptcy Code. Each and every one of the Debtors shall remain obligated to pay quarterly fees to the U.S. Trustee until theearliest of that particular Debtor’s case is closed, dismissed, or converted to a case under Chapter 7 of the Bankruptcy Code.

40

12.5 Severability.

Subject to Section 5.9 of this Plan, if, prior to the entry of the Confirmation Order, any term or provision of this Plan is held by the BankruptcyCourt to be invalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall have the power to alter and interpret such term or provision tomake it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, orunenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation by theBankruptcy Court, the remainder of the terms and provisions of this Plan shall remain in full force and effect and will in no way be affected, impaired, orinvalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term andprovision of this Plan, as it may have been altered or interpreted in accordance with this Section, is valid and enforceable pursuant to its terms.

12.6 GoverningLaw.

Except to the extent that the Bankruptcy Code or other federal law is applicable or to the extent that a Plan Document provides otherwise, therights, duties, and obligations arising under this Plan and the Plan Documents shall be governed by, and construed and enforced in accordance with, the internallaws of the State of New York, without giving effect to the principles of conflict of laws thereof.

12.7 ImmediateBindingEffect.

Notwithstanding Bankruptcy Rules 3020(e), 6004(h), 7062, or otherwise, upon the occurrence of the Effective Date, the terms of this Plan andthe Plan Documents shall be immediately effective and enforceable and deemed binding upon and inure to the benefit of the Debtors, the Reorganized Debtors, theholders of Claims and Interests, the Released Parties, the Exculpated Parties, and each of their respective successors and assigns.

12.8 SuccessorsandAssigns.

The rights, benefits, and obligations of any Entity named or referred to in this Plan shall be binding on and shall inure to the benefit of any heir,executor, administrator, successor, or permitted assign, if any, of each such Entity.

41

12.9 EntireAgreement.

On the Effective Date, this Plan, the Plan Supplement, and the Confirmation Order shall supersede all previous and contemporaneousnegotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into thisPlan.

12.10 ComputingTime.

In computing any period of time prescribed or allowed by this Plan, unless otherwise set forth in this Plan or determined by the BankruptcyCourt, the provisions of Bankruptcy Rule 9006 shall apply.

12.11 ExhibitstoPlan.

All exhibits, schedules, supplements, and appendices to this Plan (including the Plan Supplement) are incorporated into and are a part of this Planas if set forth in full herein.

12.12 Notices.

All notices, requests, and demands to or upon the Debtors or Reorganized Debtors, as applicable, shall be in writing (including by emailtransmission) and, unless otherwise provided herein, shall be deemed to have been duly given or made only when actually delivered, addressed as follows:

(a) IftotheDebtorsorReorganizedDebtors:

Paragon Offshore plcc/o Paragon Offshore Services LLC 3151 Briarpark DriveHouston, Texas 77042Attn: Todd Strickler, Vice President, General Counsel, and Corporate SecretaryTelephone: (832) 783-4000Email: [email protected]

–and–

Richards, Layton & Finger, P.A.One Rodney Square920 North King StreetWilmington, Delaware 19801Attn: Mark D. Collins, Esq.Telephone: (302) 651-7700Email: [email protected]

– and–

42

Weil, Gotshal & Manges LLP767 Fifth AvenueNew York, New York 10153Attn: Gary T. Holtzer, Esq.

Stephen A. Youngman, Esq.Telephone: (212) 310-8000Email: [email protected]

[email protected]

(b) IftoAdHocCommitteeofSeniorNoteholders:

Paul, Weiss, Rifkind, Wharton & Garrison LLP1285 Avenue of the AmericasNew York, NY 10019Attn: Andrew N. Rosenberg, Esq.

Elizabeth R. McColm, Esq.Telephone: (212) 373-3000Email: [email protected]

[email protected]

(c) IftotheRevolvingCreditFacilityAgent

Simpson Thacher & Bartlett LLP425 Lexington AvenueNew York, NY 10017Attn: Sandeep Qusba, Esq.

Kathrine A. McLendon, Esq.Telephone: (212) 455-2000Email: [email protected]

[email protected]

After the occurrence of the Effective Date, the Reorganized Debtors have authority to send a notice to Entities that to continue to receivedocuments pursuant to Bankruptcy Rule 2002, such Entities must file a renewed request to receive documents pursuant to Bankruptcy Rule 2002. After theoccurrence of the Effective Date, the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant to Bankruptcy Rule 2002 tothose Entities that have filed such renewed requests.

43

12.13 ReservationofRights.

Except as otherwise provided herein, this Plan shall be of no force or effect unless the Bankruptcy Court enters the Confirmation Order. None ofthe filing of this Plan, any statement or provision of this Plan, or the taking of any action by the Debtors with respect to this Plan shall be or shall be deemed to bean admission or waiver of any rights of the Debtors with respect to any Claims or Interests prior to the Effective Date. Dated: August 15, 2016 Houston, Texas

[Thebalanceofthispagehasbeenintentionallyleftblank.]

44

PARAGON OFFSHORE PLC PARAGON INTERNATIONAL FINANCE COMPANY PARAGON OFFSHORE FINANCE COMPANY PARAGON OFFSHORE LEASING (SWITZERLAND) GMBH PARAGON OFFSHORE CONTRACTING GMBH PARAGON HOLDING NCS 2 S.Á R.L. PARAGON OFFSHORE (LUXEMBOURG) S.Á R.L. PARAGON OFFSHORE LEASING (LUXEMBOURG) S.Á R.L. PARAGON OFFSHORE INTERNATIONAL LTD. PARAGON DUCHESS LTD. PARAGON (MIDDLE EAST) LIMITED PARAGON ASSET COMPANY LTD. PARAGON ASSET (ME) LTD. PARAGON HOLDING SCS 2 LTD. PARAGON FDR HOLDINGS LTD. PARAGON HOLDING SCS 1 LTD. PARAGON OFFSHORE (NORTH SEA) LTD. PARAGON ASSET (UK) LTD. PARAGON OFFSHORE HOLDINGS US INC. PARAGON DRILLING SERVICES 7 LLC PARAGON OFFSHORE DRILLING LLC PARAGON LEONARD JONES LLC PARAGON OFFSHORE DO BRASIL LTDA. PARAGON OFFSHORE (NEDERLAND) B.V. PGN OFFSHORE DRILLING (MALAYSIA) SDN. BHD. PARAGON OFFSHORE (LABUAN) PTE. LTD.

By: /s/ Randall D. Stilley Name: Randall D. Stilley Title: Chief Executive Officer and President

Exhibit A

Modifications to Amended and Restated Credit Agreement

EXHIBIT A

MODIFICATIONS TO AMENDED AND RESTATED CREDIT AGREEMENT

Reference is made to (i) the form of Amended and Restated Credit Agreement filed as Exhibit A to the Plan Supplement dated June 14, 2016(Docket No. 470) (the “ Credit Agreement ”) and (ii) the Modified Second Amended Joint Chapter 11 Plan of Paragon Offshore PLC and its Affiliated Debtors (the“ Modified Plan ”) . Defined terms used herein and not otherwise defined shall be used as defined in the Credit Agreement.

The following is a summary of the changes to the terms of the Credit Agreement

SectionoftheCredit

Agreement SummaryofChange

Definitions of “DeferredPayment Securities” and“Deferred Payment SecuritiesIndenture”

Replace such definitions with reference to the “New Notes” and “New Notes Indenture” (as defined in the Modified Plan andsuch definition shall include any refinancing thereof permitted under the Credit Agreement). References to “Deferred PaymentSecurities” and “Deferred Payment Securities Indenture” throughout the Credit Agreement shall also be replaced with “NewNotes” and “New Notes Indenture” respectively.

The terms of the New Notes will include the following: (a) Amount : $60,000,000 plus any interest paid in kind. (b) Maturity : May 31, 2021. (c) Negative and Financial Covenants : None. (d) Affirmative and Merger Covenants : To be agreed upon. 1

(e) Guarantors : None. (f) Security : None. (g) Ranking : Senior. (h) Amortization : None.

(i) Interest Rate : Prior to January 1, 2019, shall be paid in kind, in cash (so long as permitted by the CreditAgreement) or in equity at the Parent Borrower’s option. From and after January 1, 2019, shall be (i) paid in cash solong as permitted by the Credit Agreement, (ii) if cash payments are not permitted, paid in equity if authorized sharesare available and (iii) in the event neither payment option is available, paid in kind; provided that no payments ofinterest in equity are required if the underlying share price is below $1.50 (to be adjusted for any stock splits orcertain dividends). Interest payments shall be due semi-annually. If the interest is paid in cash or equity, theapplicable rate is 12%. If the interest is paid in kind, the applicable rate is 15%. For the avoidance of doubt, in anyperiod where only a portion of the interest is paid in cash and the other portion paid in equity or in kind (x) theapplicable rate for the portion of the payment paid in cash or in equity shall be 12% and (y) the applicable rate for theportion of the payment paid in kind shall be 15%.

1 Credit Agreement to have MFN to any affirmative covenants, change of control or merger type covenant, including with respect to definitions usedtherein.

Definition of “Noble Note”

Add additional definition for “Noble Notes” which refers to any promissory note that may be issued to Noble Corporation plcpursuant to the Noble Settlement Agreement (as defined in the Modified Plan) in an aggregate amount not to exceed$5,000,000 plus any interest paid in kind. The Noble Notes shall (a) include that (i) the Noble Notes shall bear interest ateither 12%, if paid in cash or, at the election of Paragon, 15% if paid in kind, (ii) there shall be no amortization payments, (iii)the Noble Notes will be unsecured obligations of only the Parent Borrower and (iv) the stated maturity date of the NobleNotes shall be four years after the Effective Date (as defined in the Modified Plan) and (b) otherwise be in form and substancereasonably acceptable to the Required Plan Support Parties (as defined in the Modified Plan).

Definitions of “Indebtedness”and “Interest Expense”

Amend the definition of “Indebtedness” and “Interest Expense” to (i) include all indebtedness and interest paid in kind inrespect of the New Notes, respectively and (ii) exclude all indebtedness and interest paid in kind in respect of the NobleNotes, respectively.

Section 7.3(c)(ii) – PermittedIndebtedness and Section7.5(c)(iii) – PermittedRestricted Payments

Add the New Notes and the Noble Note as permitted Indebtedness and exclude payments required under the documentationof the New Notes and Noble Note as “Restricted Payments”.

Section 7.7(a) – MaximumLeverage Ratio

The ratios set forth in Section 7.7(a) shall be amended so the Maximum Leverage Ratio shall not be tested until March 31,2019 and thereafter the applicable ratios shall be updated as set forth below:

Quarter Ending Maximum Leverage

Ratio

March 31, 2019 6.35:1.00

June 30, 2019 5.35:1.00

September 30, 2019 5.00:1.00

December 31, 2019 4.60:1.00

March 31, 2020 andthereafter

4.50:1.00

Section 7.7(b) – MinimumInterest Coverage Ratio

The ratios set forth in Section 7.7(b) shall be amended so the Minimum Interest Coverage Ratio shall not be tested untilMarch 31, 2019 and thereafter the applicable ratios shall be updated as set forth below:

Quarter Ending Minimum Interest

Coverage Ratio

March 31, 2019 2.30:1.00

June 30, 2019 2.75:1.00

September 30, 2019 2.85:1.00

December 31, 2019 andthereafter

3.00:1.00

Section 7.7(b) – MinimumLiquidity Amend the reference to a Minimum Liquidity Amount of $110,000,000 to $103,000,000.

Section 7.11 – Limitations onDebt Payments andAmendments

Section 7.11(a) shall be amended with respect to the New Notes to permit voluntary prepayments, refinancing or repaymentsof the New Notes as follows:

(a) voluntary prepayments after January 1, 2019, so long as (i) no Event of Default has occurred and is continuing, orwould occur as a result of such voluntary prepayments, under the Credit Agreement and (ii) the pro forma LeverageRatio of the Company is equal to or less than 2.50x; provided that only unrestricted cash and Cash Equivalents of theParent Borrower and its Subsidiaries (except any cash and Cash Equivalents held in the Prospector Rental ReserveAccounts) in excess of the $103,000,000 shall be included in the calculation of such Leverage Ratio for this purpose,

(b) refinancing from the proceeds of any unsecured debt issuance that is pari passu or junior to the New NotesIndenture so long as no Event of Default has occurred and is continuing, or would occur as a result of such refinancing,under the Credit Agreement; provided that the all in yield to maturity (without giving effect to any call premiums ormakewholes), any covenants, cash pay interest and tenor of refinancing debt is no less favorable to the Lenders thanthe terms of the New Notes Indenture, and such refinancing debt shall not contain any amortization nor any excesscash flow mandatory prepayment prior to the maturity date of the Credit Agreement, and

(c) voluntary prepayments or repayments from the proceeds of an equity issuance to non-affiliated entities so long asno Event of Default has occurred and is continuing under the Credit Agreement and subject to compliance with themandatory prepayment set forth in Section 2.10(c).

Section 7.11(a) shall also be amended with respect to the Noble Notes to permit voluntary prepayments, refinancing orrepayments of the Noble Notes in accordance therewith.

Section 7.11 shall be amended, solely with respect to the New Notes, to restrict cash payments of interest until January 1,2019 in which case, after such date cash payments of interest shall be permitted in an amount not to exceed 8% of outstandingprincipal amount of the New Notes (including any interest paid in kind) so long as the Company is in proformacompliancewith the following financial covenants:

(a) Net Leverage Ratio: Quarter Ending Maximum Leverage Ratio September 30, 2018 4.50:1.00 December 31, 2018 4.00:1.00 March 31, 2019 3.10:1.00 June 30, 2019 and thereafter 3.00:1.00

(b) Interest Coverage Ratio: Quarter Ending Minimum Interest Coverage Ratio September 30, 2018 3.25:1.00 December 31, 2018 3.50:1.00 March 31, 2019 and thereafter 4.00:1.00

Reference the New Notes and the Noble Note as restricted by Section 7.11(b) subject to the same qualifiers and carve outs setforth in the Credit Agreement applicable to the Deferred Payment Securities.

Section 8.1(b) – Events ofDefault Amend the references to a Minimum Liquidity Amount of $95,000,000 to $88,000,000.

Exhibit B

Noble Term Sheet

PRIVILEGED & CONFIDENTIALPROTECTED BY FRE 408

TERM SHEET FOR

PROPOSED AMENDMENT TO SETTLEMENT AGREEMENTBETWEEN PARAGON OFFSHORE PLC AND NOBLE CORPORATION PLC

This term sheet (“ TermSheet”) sets forth the principal terms of a proposed amendment to the compromise and settlement between Paragon Offshore plc (“Paragon”) and Noble Corporation plc (“ Noble,” and, together with Paragon, the “ Parties”) with respect to the matters described in the Definitive SettlementAgreement, dated as of April 29, 2016 (the “ SettlementAgreement”), by and between Paragon and Noble.

Promptly following the execution of this Term Sheet, the Parties agree to work in good faith to negotiate and finalize the terms of the Amendment (as definedbelow) which incorporates (unless otherwise mutually agreed to the contrary in writing), in all material respects, the terms and conditions contemplated hereby.

Neither this Term Sheet nor the discussions, negotiations or other activities related to the subject matter herein create any binding obligations, liabilities or dutieswith respect to any Party. A binding agreement with respect to the matters referred to herein will result, if at all, only upon the execution and delivery of anamendment to the Settlement Agreement reasonably satisfactory in form and substance to the Parties (the “ Amendment”), and subject to the terms and conditionsset forth therein. Any Amendment will be subject to the approval of the Bankruptcy Court (as defined in the Settlement Agreement). For purposes of this TermSheet, the term “Amendment” does not include this Term Sheet or any other preliminary written agreement, nor does it include any oral or written agreement inprinciple or the offer or acceptance of an offer by any Party to the Settlement Agreement.

This Term Sheet is protected by Rule 408 of the Federal Rules of Evidence and all other applicable statutes and doctrines protecting the use or disclosure ofconfidential information and information exchanged in the context of settlement discussions.

Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed to them in that certain tax sharing agreement, dated as of July 31,2014, between the Parties (the “ TaxSharingAgreement”), or, where relevant, the form of the amendment to the tax sharing agreement attached as Exhibit B tothe Settlement Agreement (the “ Amendment to Tax Sharing Agreement ”) to be executed upon the closing of the Settlement Agreement.

AmendmenttoTaxSharingAgreement

The Parties propose that the Amendment to Tax Sharing Agreement be amended to provide that, during the Mexican Tax Indemnity DeferralPeriod, Paragon shall be entitled to deliver a Paragon Note (as defined below), in lieu of cash, to Noble in payment of any amount that Paragonowes Noble in respect of Specified Mexican Taxes and Reimbursable Expenses (as defined below) under the Amendment to Tax SharingAgreement up to an aggregate amount of $5 million.

For the avoidance of doubt, (i) Paragon shall not be entitled to deliver to Noble any Paragon Note in payment of any amount in respect ofSpecified Mexican Taxes or Reimbursable Expenses to the extent the aggregate principal amount(s) of such Paragon Note and all other ParagonNotes, if any, previously delivered to Noble in payment of any amount in respect of Specified Mexican Taxes and Reimbursable Expenses wouldexceed $5 million, (ii) the amounts that may be paid with a Paragon Note include amounts owed for all out-of-pocket costs and expenses (e.g.professional fees, court costs, third-party storage fees, etc.) required to be reimbursed to Noble by Paragon (“ ReimbursableExpenses”), and(iii) Paragon shall be required to pay any amount or amounts that Paragon owes Noble during the Mexican Tax Indemnity Deferral Period inrespect of Specified Mexican Taxes and Reimbursable Expenses under the Amendment to Tax Sharing Agreement in excess of an aggregate of$5 million.

“ MexicanTaxIndemnityDeferralPeriod” means the first four years after the Paragon Plan Closing (as defined in the Settlement Agreement).

ParagonNotes “ ParagonNotes” means one or more promissory notes issued by Paragon and payable to Noble with the following terms:

· Term : All remaining principal and accrued but unpaid interest shall be due and payable on the earliest of the (i) liquidation ordissolution of Paragon, (ii) the sale of all or substantially all of the assets of Paragon, (iii) the voluntary or involuntary bankruptcy ofParagon following the Effective Date 1 of the Plan, (iv) any acceleration of any other debt facility in excess of a deminimisamountunder which Paragon is an obligor or guarantor, or (v) the fourth anniversary of the Effective Date.

· Amortization : No amortization other than mandatory upon maturity.· Interest Rate : The Paragon Notes shall bear interest at either: 12% if paid in cash or, at the election of Paragon, 15% if paid in kind.· Default Interest Rate : All past due amounts (principal and interest) to bear interest at the applicable Interest Rate in effect plus 200

basis points.

1 “Effective Date” shall have the meaning ascribed to such term in the Second Amended Joint Chapter 11 Plan of Paragon Offshore PLC and its AffiliatedDebtors (Docket No. 318) filed by Paragon and its affiliated debtors and debtors and possession in the Chapter 11 cases captioned InreParagonOffshorePLC, Case No. 16-10386 (CSS) (Bankr. D. Del), as the same may be amended upon the consent of Noble and consistent with this term sheet (the “ Plan”) .

2

· Interest Payments : Payments of interest only will be due semiannually, in arrears, on each of June 1 and December 31 in cash, untilmaturity; provided, that Paragon shall have the option to pay any such interest on a payment in kind basis by issuing an additionalParagon Note with a principal amount equal to the amount of interest accrued at the applicable payment in kind interest rate.

· Prepayment : Prepayable, in whole or in part, at any time without penalty.· Other provisions : The Paragon Notes will contain other customary provisions common in commercial promissory notes including

provisions regarding default, acceleration, governing law, enforcement and payment instructions.

Implementation Effective as of the Effective Date, the Parties will modify applicable provisions of the Amendment to Tax Sharing Agreement to be consistentwith the terms hereof. Otherwise, the Amendment to Tax Sharing Agreement will remain as provided in the Settlement Agreement, withoutmodification thereto.

The Parties intend to seek to negotiate the Amendment on terms substantially consistent with the terms in this Term Sheet and, upon execution ofsuch Amendment by the Parties, Paragon shall seek approval of the Settlement Agreement, as amended by the Amendment, with the BankruptcyCourt in a Chapter 11 proceeding.

Notwithstanding anything herein to the contrary, the Parties’ obligations under “ AmendmenttoTaxSharingAgreement”, “ ParagonNotes”, “NegotiationandSettlementofCertainTaxLiabilities” and “ Implementation” are subject to consummation of the Plan, which will incorporatethe terms of this proposed settlement.

Publicity Each Party will reasonably cooperate with respect to any public announcement or other public disclosure regarding this Term Sheet or thematters addressed hereby.

GoverningLaw The enforceable obligations of the Parties under this Term Sheet shall be construed and enforced in accordance with, and the rights of the Partiesthereunder shall be governed by, the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

Counterparts This Term Sheet may be executed in several counterparts, each of which shall be deemed to be an original, and all of which together shall bedeemed to be one and the same agreement. Execution copies of this Term Sheet delivered by facsimile or PDF shall be deemed to be an originalfor the purposes of this paragraph.

3

IN WITNESS WHEREOF, the undersigned have executed this Term Sheet as of August 5, 2016. PARAGON OFFSHORE PLC By: /s/ Randall D. Stilley Name: Randall D. Stilley Title: President and CEO NOBLE CORPORATION PLC By: /s/ Dennis J. Lubojacky Name: Dennis J. Lubojacky Title: Chief Financial Officer, Vice President, Controller and Treasurer

4

File a Plan:

16-10386-CSS Paragon Offshore plc Type: bk Chapter: 11 v Office: 1 (Delaware)Assets: y Judge: CSS Case Flag: CLMSAGNT, LEAD, MEGA, SealedDoc(s) U.S. Bankruptcy Court District of Delaware

Notice of Electronic Filing

The following transaction was received from Amanda R. Steele entered on 8/16/2016 at 6:21 PM EDT and filed on 8/16/2016Case Name: Paragon Offshore plcCase Number: 16-10386-CSSDocumentNumber:

657

Docket Text:Amended Disclosure Statement (SupplementtotheDisclosureStatementforModifiedSecondAmendedJointChapter11PlanofParagonOffshoreplcanditsAffiliatedDebtors)[SolicitationVersion]Filed by Paragon Offshore plc (Attachments: # (1) Exhibit A) (Steele, Amanda)

The following document(s) are associated with this transaction:

Document description: Main DocumentOriginal filename: W:\BJW\Paragon - Supplement Disclosure Statement (OFFICIAL SOLICITATION VERSION).pdfElectronic document Stamp:[STAMP bkecfStamp_ID=983460418 [Date=8/16/2016] [FileNumber=14011544-0][1c50bedc5ab7212ac7a9736fad66214e44379176c86c2bbd84193c2794e116a8e4e3440df331527d21456848d137369deafa367db7886af2f115937d096469f0]]

Document description: Exhibit AOriginal filename: W:\BJW\Paragon - Ex A re re Supp DS.pdfElectronic document Stamp:[STAMP bkecfStamp_ID=983460418 [Date=8/16/2016] [FileNumber=14011544-1][827c4b03e9ba9b13d37faf38d8adbfe8c4987ab2dca09b31c633d35f0abc4bb7a23f95786446002216c1c283eb396bd6c3205aa734c5ace37037b9f6823551e8]]

16-10386-CSS Notice will be electronically mailed to:

Crystal R. Axelrod on behalf of Interested Party Deutsche Bank Trust Company [email protected]

Nicholas Baker on behalf of Interested Party JPMorgan Chase Bank, [email protected]

Jody C. Barillare on behalf of Interested Party Deutsche Bank Trust Company [email protected], [email protected]

Leah Barnes on behalf of Interested Party JPMorgan Chase Bank, [email protected]

Joseph Charles Barsalona II on behalf of Attorney Norton Rose Fulbright US [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor PGN Offshore Drilling (Malaysia) Sdn. [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon (Middle East) [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon Asset (ME) [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon Asset (UK) [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon Drilling Services 7 [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon Duchess, [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon FDR Holdings [email protected], [email protected];[email protected]

Joseph Charles Barsalona II on behalf of Debtor Paragon Holding NCS 2 [email protected], [email protected];[email protected]

Exhibit T3F.1

CROSS-REFERENCE TABLE

Reconciliation and tie showing the location in the Indenture dated as of [●], 2016 of the provisions inserted pursuant to Sections 310 to 318(a), inclusive,of the Trust Indenture Act of 1939, as amended. This reconciliation and tie shall not, for any purpose, be deemed to be a part of the Indenture.

Trust Indenture Act of 1939 Section Indenture Section310 (a)(1) 7.10 (a)(2) 7.10 (a)(5) 7.10 (b) 7.10312 (a) 2.05313 (a) 7.06 (c) 7.06314 (c)(1) 12.04 (c)(2) 12.04 (e) 12.05315 (a) 7.01 (b) 7.05 (c) 7.01 (d) 7.01 (e) 6.11316 (a)(1) 6.03 and 6.04 (b) 6.05 (c) 1.05317 (a) 6.09 (b) 2.03318 (a) 9.03

PARAGON OFFSHORE PLC - …d18rn0p25nwr6d.cloudfront.net/CIK-0001594590/5445b026-7829-4cfb-… ·...

Documents

Transcript of PARAGON OFFSHORE PLC - …d18rn0p25nwr6d.cloudfront.net/CIK-0001594590/5445b026-7829-4cfb-… ·...