Case CSS Doc 2035 Filed 01/05/18 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case CSS Doc 2035 Filed 01/05/18 Page 1 of 3 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE PARAGON OFFSHORE PLC, et al., Case No (CSS) Jointly Administered Debtors. 1 Re Docket No CERTIFICATION OF COUNSEL REGARDING ORDER CLOSING CERTAIN CHAPTER 11 CASES The undersigned hereby certifies as follows 1. On December 21, 2017, above-captioned debtors (collectively, the Debtors ) filed the Debtors Motion for an Order Closing Certain Chapter 11 Cases [Docket No. 2023] (the Motion ) with the United States Bankruptcy Court for the District of Delaware (the Court ). Pursuant to the Notice of Motion and Hearing filed with the Motion, objections to the Motion were to be filed and served no later than January 3, 2018, at 400 p.m. (Eastern Time) (the Objection Deadline ). 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 (in administration) (6017); Paragon Offshore Finance Company (6632); Paragon International Finance Company (8126); Paragon Offshore Holdings US Inc. (1960); Paragon Offshore 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); Paragon Holding 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 Neville Barry Kahn and David Philip Soden, each of Deloitte LLP, are the joint administrators of Paragon Offshore plc (in administration) (the Joint Administrators ). The affairs, business and property of Paragon Offshore plc (in administration) are managed by the Joint Administrators. RLF v.1

2 Case CSS Doc 2035 Filed 01/05/18 Page 2 of 3 2. Before the Objection Deadline, the Debtors received informal comments to the Motion from the Paragon Litigation Trust (the Litigation Trust ) and the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) (collectively, the Comments ). The Debtors have not received any other responses or objections to the Motion and no responses or objections appear on the docket in these cases. 3. The Debtors have resolved the Comments by, among other things, revising the proposed form of order (the Revised Order ). A copy of the Revised Order is attached hereto as Exhibit A. A blackline of the Revised Order marked against the proposed form of order filed with the Motion is attached hereto as Exhibit B. The Revised Order has been circulated and is acceptable to the Litigation Trust, the U.S. Trustee, and Noble Corporation plc. RLF v.1 2

3 Case CSS Doc 2035 Filed 01/05/18 Page 3 of 3 WHEREFORE, the Debtors therefore respectfully request that the Revised Order, substantially in the form attached hereto as Exhibit A, be entered at the convenience of the Court. Dated January 5, 2018 Wilmington, Delaware /s/ Amanda R. Steele RICHARDS, LAYTON & FINGER, P.A. Mark D. Collins (No. 2981) Paul N. Heath (No. 3704) Amanda R. Steele (No. 5530) Joseph C. Barsalona II (No. 6102) One Rodney Square 920 North King Street Wilmington, Delaware Telephone (302) Facsimile (302) and- WEIL, GOTSHAL & MANGES LLP Gary T. Holtzer (admitted pro hac vice) Stephen A. Youngman (admitted pro hac vice) Alfredo R. Pérez (admitted pro hac vice) 767 Fifth Avenue New York, New York Telephone (212) Facsimile (212) Attorneys for the Debtors RLF v.1 3

4 Case CSS Doc Filed 01/05/18 Page 1 of 12 EXHIBIT A Revised Order RLF v.1

5 Case CSS Doc Filed 01/05/18 Page 2 of 12 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE PARAGON OFFSHORE DRILLING Case No (CSS) LLC Debtor. Tax I.D. No PARAGON OFFSHORE FINANCE Case No (CSS) COMPANY Debtor. Tax I.D. No PARAGON INTERNATIONAL Case No (CSS) FINANCE COMPANY Debtor. Tax I.D. No PARAGON OFFSHORE HOLDINGS Case No (CSS) US INC. Debtor. Tax I.D. No RLF V.1

6 Case CSS Doc Filed 01/05/18 Page 3 of 12 PARAGON FDR HOLDINGS LTD. Case No (CSS) Debtor. Tax I.D. No PARAGON DUCHESS LTD. Case No (CSS) Debtor. No Tax I.D. PARAGON OFFSHORE Case No (CSS) (LUXEMBOURG) S.À R.L. Debtor. Tax I.D. No PGN OFFSHORE DRILLING Case No (CSS) (MALAYSIA) SDN. BHD. Debtor. Tax I.D. No RLF V.1 2

7 Case CSS Doc Filed 01/05/18 Page 4 of 12 PARAGON OFFSHORE (LABUAN) Case No (CSS) PTE. LTD. Debtor. Tax I.D. No PARAGON HOLDING SCS 2 LTD. Case No (CSS) Debtor. Tax I.D. No PARAGON ASSET COMPANY Case No (CSS) LTD. Debtor. Tax I.D. No PARAGON HOLDING SCS 1 LTD. Case No (CSS) Debtor. Tax I.D. No RLF V.1 3

8 Case CSS Doc Filed 01/05/18 Page 5 of 12 PARAGON OFFSHORE LEASING Case No (CSS) (LUXEMBOURG) S.À R.L. Debtor. Tax I.D. No PARAGON DRILLING SERVICES 7 Case No (CSS) LLC Debtor. Tax I.D. No PARAGON OFFSHORE LEASING Case No (CSS) (SWITZERLAND) GMBH Debtor. Tax I.D. No PARAGON OFFSHORE DO BRASIL Case No (CSS) LTDA. Debtor. No Tax I.D. RLF V.1 4

9 Case CSS Doc Filed 01/05/18 Page 6 of 12 PARAGON ASSET (ME) LTD. Case No (CSS) Debtor. Tax I.D. No PARAGON ASSET (UK) LTD. Case No (CSS) Debtor. No Tax I.D. PARAGON OFFSHORE Case No (CSS) INTERNATIONAL LTD. Debtor. Tax I.D. No PARAGON OFFSHORE (NORTH Case No (CSS) SEA) LTD. Debtor. No Tax I.D. RLF V.1 5

10 Case CSS Doc Filed 01/05/18 Page 7 of 12 PARAGON (MIDDLE EAST) Case No (CSS) LIMITED Debtor. Tax I.D. No PARAGON HOLDING NCS 2 S.À R.L. Case No (CSS) Debtor. Tax I.D. No PARAGON LEONARD JONES LLC Case No (CSS) Debtor. Tax I.D. No PARAGON OFFSHORE Case No (CSS) (NEDERLAND) B.V. Debtor. No Tax I.D. RLF V.1 6

11 Case CSS Doc Filed 01/05/18 Page 8 of 12 PARAGON OFFSHORE Case No (CSS) CONTRACTING GMBH Debtor. Re Docket No Tax I.D. No ORDER CLOSING CERTAIN CHAPTER 11 CASES This matter having come before the Court upon Debtors Motion for an Order Closing Certain Chapter 11 Cases (the Motion ); 1 and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtors, their creditors and other parties in interest; and after due deliberation thereon; and good and adequate cause appearing therefor; IT IS HEREBY ORDERED THAT 1. The Motion is granted to the extent set forth herein. 2. The chapter 11 cases of the twenty-five (25) Debtors identified on Exhibit 1 attached hereto (the Subsidiary Cases ) are hereby closed. 3. Case No (CSS), Paragon Offshore plc, shall remain open pending further order of this Court. 4. The Clerk of this Court shall enter this Order individually on each of the dockets of the chapter 11 cases and each of the dockets of the Subsidiary Cases shall be marked as Closed. 1 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion. RLF V.1 7

12 Case CSS Doc Filed 01/05/18 Page 9 of Closure of the Subsidiary Cases shall not alter or modify the terms of the Plan, the Confirmation Order, any supplement, exhibit appendix or schedule to the Plan, or any other contract, instrument, release or other agreement executed or created pursuant to the Plan, including without limitation the Litigation Trust Agreement (as defined in the Plan). 6. Closure of the Subsidiary Cases shall not prejudice, limit, or affect the ability of the Litigation Trust (as defined in the Plan) to assert, prosecute and pursue the Noble claims (as defined in the Plan). 7. Closure of the Subsidiary Cases shall not impact or impair the Court s jurisdiction over the adversary proceeding pending as Paragon Litigation Trust v. Noble Corporation plc, et al., Adversary Proceeding Number CSS. 8. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 9. Entry of this final decree is without prejudice to the rights of the Debtors, the Litigation Trust, or any party in interest to seek to reopen the Subsidiary Cases for cause. 10. Following entry of this Order, the caption for Case No (CSS), Paragon Offshore plc, shall read as follows In re Chapter 11 PARAGON OFFSHORE PLC Case No (CSS) Debtor The debtor in this case, along with the last four digits of the debtor s federal tax identification number is Paragon Offshore plc (in administration) (6017). The Debtor s mailing address is 3151 Briarpark Drive, Suite 700, Houston, Texas Neville Barry Kahn and David Philip Soden, each of Deloitte LLP, are the joint administrators of Paragon Offshore plc (in administration) (the Joint Administrators ). The affairs, business and property of Paragon Offshore plc (in administration) are managed by the Joint Administrators. RLF V.1 8

13 Case CSS Doc Filed 01/05/18 Page 10 of The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated, 2018 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE RLF V.1 9

14 Case CSS Doc Filed 01/05/18 Page 11 of 12 Exhibit 1 Subsidiary Cases RLF V.1

15 Case CSS Doc Filed 01/05/18 Page 12 of 12 Subsidiary Cases DEBTOR CASE NO. Paragon Offshore Drilling LLC Case No Paragon Offshore Finance Company Case No Paragon International Finance Company Case No Paragon Offshore Holdings US Inc. Case No Paragon FDR Holdings Ltd. Case No Paragon Duchess Ltd. Case No Paragon Offshore (Luxembourg) S.á r.l. Case No Pgn Offshore Drilling (Malaysia) Sdn. Bhd. Case No Paragon Offshore (Labuan) Pte. Ltd. Case No Paragon Holding SCS 2 Ltd. Case No Paragon Asset Company Ltd. Case No Paragon Holding SCS 1 Ltd. Case No Paragon Offshore Leasing (Luxembourg) S.á r.l. Case No Paragon Drilling Services 7 LLC Case No Paragon Offshore Leasing (Switzerland) GmbH Case No Paragon Offshore do Brasil Ltda. Case No Paragon Asset (ME) Ltd. Case No Paragon Asset (UK) Ltd. Case No Paragon Offshore International Ltd. Case No Paragon Offshore (North Sea) Ltd. Case No Paragon (Middle East) Limited Case No Paragon Holding NCS 2 S.á r.l. Case No Paragon Leonard Jones LLC Case No Paragon Offshore (Nederland) B.V. Case No Paragon Offshore Contracting GmbH Case No RLF V.1

16 Case CSS Doc Filed 01/05/18 Page 1 of 12 EXHIBIT B Blackline RLF v.1

17 Case CSS Doc Filed 01/05/18 Page 2 of 12 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE PARAGON OFFSHORE DRILLING Case No (CSS) LLC Debtor. Tax I.D. No PARAGON OFFSHORE FINANCE Case No (CSS) COMPANY Debtor. Tax I.D. No PARAGON INTERNATIONAL Case No (CSS) FINANCE COMPANY Debtor. Tax I.D. No PARAGON OFFSHORE HOLDINGS Case No (CSS) US INC. Debtor. Tax I.D. No RLF V.1

18 Case CSS Doc Filed 01/05/18 Page 3 of 12 PARAGON FDR HOLDINGS LTD. Case No (CSS) Debtor. Tax I.D. No PARAGON DUCHESS LTD. Case No (CSS) Debtor. No Tax I.D. PARAGON OFFSHORE Case No (CSS) (LUXEMBOURG) S.À R.L. Debtor. Tax I.D. No PGN OFFSHORE DRILLING Case No (CSS) (MALAYSIA) SDN. BHD. Debtor. Tax I.D. No RLF V.1 2

19 Case CSS Doc Filed 01/05/18 Page 4 of 12 PARAGON OFFSHORE (LABUAN) Case No (CSS) PTE. LTD. Debtor. Tax I.D. No PARAGON HOLDING SCS 2 LTD. Case No (CSS) Debtor. Tax I.D. No PARAGON ASSET COMPANY Case No (CSS) LTD. Debtor. Tax I.D. No PARAGON HOLDING SCS 1 LTD. Case No (CSS) Debtor. Tax I.D. No RLF V.1 3

20 Case CSS Doc Filed 01/05/18 Page 5 of 12 PARAGON OFFSHORE LEASING Case No (CSS) (LUXEMBOURG) S.À R.L. Debtor. Tax I.D. No PARAGON DRILLING SERVICES 7 Case No (CSS) LLC Debtor. Tax I.D. No PARAGON OFFSHORE LEASING Case No (CSS) (SWITZERLAND) GMBH Debtor. Tax I.D. No PARAGON OFFSHORE DO BRASIL Case No (CSS) LTDA. Debtor. No Tax I.D. RLF V.1 4

21 Case CSS Doc Filed 01/05/18 Page 6 of 12 PARAGON ASSET (ME) LTD. Case No (CSS) Debtor. Tax I.D. No PARAGON ASSET (UK) LTD. Case No (CSS) Debtor. No Tax I.D. PARAGON OFFSHORE Case No (CSS) INTERNATIONAL LTD. Debtor. Tax I.D. No PARAGON OFFSHORE (NORTH Case No (CSS) SEA) LTD. Debtor. No Tax I.D. RLF V.1 5

22 Case CSS Doc Filed 01/05/18 Page 7 of 12 PARAGON (MIDDLE EAST) Case No (CSS) LIMITED Debtor. Tax I.D. No PARAGON HOLDING NCS 2 S.À R.L. Case No (CSS) Debtor. Tax I.D. No PARAGON LEONARD JONES LLC Case No (CSS) Debtor. Tax I.D. No PARAGON OFFSHORE Case No (CSS) (NEDERLAND) B.V. Debtor. No Tax I.D. RLF V.1 6

23 Case CSS Doc Filed 01/05/18 Page 8 of 12 PARAGON OFFSHORE Case No (CSS) CONTRACTING GMBH Debtor. Re Docket No Tax I.D. No ORDER CLOSING CERTAIN CHAPTER 11 CASES This matter having come before the Court upon Debtors Motion for an Order Closing Certain Chapter 11 Cases (the Motion ); 1 and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice need be provided; and it appearing that the relief requested by the Motion is in the best interests of the Debtors, their creditors and other parties in interest; and after due deliberation thereon; and good and adequate cause appearing therefor; IT IS HEREBY ORDERED THAT 1. The Motion is granted to the extent set forth herein. 2. The chapter 11 cases of the twenty-five (25) Debtors identified on Exhibit 1 attached hereto (the Subsidiary Cases ) are hereby closed. 3. Case No (CSS), Paragon Offshore plc, shall remain open pending further order of this Court. 4. The Clerk of this Court shall enter this Order individually on each of the dockets of the chapter 11 cases and each of the dockets of the Subsidiary Cases shall be marked as Closed. 1 Capitalized terms not otherwise defined herein have the meanings given to them in the Motion. RLF V.1 7

24 Case CSS Doc Filed 01/05/18 Page 9 of Closure of the Subsidiary Cases shall not alter or modify the terms of the Plan, the Confirmation Order, any supplement, exhibit appendix or schedule to the Plan, or any other contract, instrument, release or other agreement executed or created pursuant to the Plan, including without limitation the Litigation Trust Agreement (as defined in the Plan). 6. Closure of the Subsidiary Cases shall not prejudice, limit, or affect the ability of the Litigation Trust (as defined in the Plan) to assert, prosecute and pursue the Noble claims (as defined in the Plan). 7. Closure of the Subsidiary Cases shall not impact or impair the Court s jurisdiction over the adversary proceeding pending as Paragon Litigation Trust v. Noble Corporation plc, et al., Adversary Proceeding Number CSS The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion Entry of this final decree is without prejudice to the rights of the Debtors, the Litigation Trust, or any party in interest to seek to reopen the Subsidiary Cases for cause Following entry of this Order, the caption for Case No (CSS), Paragon Offshore plc, shall read as follows In re Chapter 11 PARAGON OFFSHORE PLC Case No (CSS) Debtor The debtor in this case, along with the last four digits of the debtor s federal tax identification number is Paragon Offshore plc (in administration) (6017). The Debtor s mailing address is 3151 Briarpark Drive, Suite 700, Houston, Texas Neville Barry Kahn and David Philip Soden, each of Deloitte LLP, are the joint administrators of Paragon Offshore plc (in administration) (the Joint Administrators ). The affairs, business and property of Paragon Offshore plc (in administration) are managed by the Joint Administrators. RLF V.1 8

25 Case CSS Doc Filed 01/05/18 Page 10 of The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation and/or enforcement of this Order. Dated, Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE RLF V.1 9

26 Case CSS Doc Filed 01/05/18 Page 11 of 12 Exhibit 1 Subsidiary Cases RLF V.1

27 Case CSS Doc Filed 01/05/18 Page 12 of 12 Subsidiary Cases DEBTOR CASE NO. Paragon Offshore Drilling LLC Case No Paragon Offshore Finance Company Case No Paragon International Finance Company Case No Paragon Offshore Holdings US Inc. Case No Paragon FDR Holdings Ltd. Case No Paragon Duchess Ltd. Case No Paragon Offshore (Luxembourg) S.á r.l. Case No Pgn Offshore Drilling (Malaysia) Sdn. Bhd. Case No Paragon Offshore (Labuan) Pte. Ltd. Case No Paragon Holding SCS 2 Ltd. Case No Paragon Asset Company Ltd. Case No Paragon Holding SCS 1 Ltd. Case No Paragon Offshore Leasing (Luxembourg) S.á r.l. Case No Paragon Drilling Services 7 LLC Case No Paragon Offshore Leasing (Switzerland) GmbH Case No Paragon Offshore do Brasil Ltda. Case No Paragon Asset (ME) Ltd. Case No Paragon Asset (UK) Ltd. Case No Paragon Offshore International Ltd. Case No Paragon Offshore (North Sea) Ltd. Case No Paragon (Middle East) Limited Case No Paragon Holding NCS 2 S.á r.l. Case No Paragon Leonard Jones LLC Case No Paragon Offshore (Nederland) B.V. Case No Paragon Offshore Contracting GmbH Case No RLF V.1