Case CSS Doc 1045 Filed 01/24/17 Page 1 of 5

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1 Case CSS Doc 1045 Filed 01/24/17 Page 1 of 5 UNITED STATES BANKRUPTCY COURT FOR THE DELAWARE x : Chapter 11 In re : : Case No (CSS) PARAGON OFFSHORE PLC, et al., : : Jointly Administered : Debtors. 1 : : x SUPPLEMENTAL DECLARATION OF THOMAS B. OSMUN OF ALIXPARTNERS, LLP Pursuant to 28 U.S.C. 1746, I, Thomas B. Osmun, under penalty of perjury, that: 1. I am a Managing Director of AlixPartners, LLP ( AlixPartners ), a Michigan limited liability company, which has a place of business at 2000 Town Center, Suite 2400, Southfield, Michigan Except as otherwise noted, I have personal knowledge of the matters set forth herein and, if called as a witness, would testify competently thereto. 2. I am filing this supplemental declaration to supplement the disclosures that were included in my original declaration executed on March 13, 2016 (the Original Declaration ). In 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); 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

2 Case CSS Doc 1045 Filed 01/24/17 Page 2 of 5 the Original Declaration, I reserved the right to submit supplemental declarations in the event that AlixPartners learns of additional information that requires disclosure. 3. Unless otherwise noted, references to AP in the disclosures below collectively refer to AlixPartners, AP Holdings, AP Services, and each of their respective subsidiaries. AlixPartners wishes to disclose the following: AlixPartners is a wholly owned subsidiary of AP Holdings. 2 On January 12, 2017, funds managed by subsidiaries of CVC Capital Partners SICAV-FIS S.A., a private equity and investment advisory firm, ceased to own a controlling stake in AP Holdings and now do not own any interest in AP Holdings. As of January 12, 2017, no person or entity owns a controlling interest in AP Holdings. The equity capital of AP Holdings is now owned by: (i) the Managing Directors of AlixPartners; (ii) Lakeview Capital Holdings, Inc. and other affiliates of Jay Alix (collectively Lakeview ), (iii) affiliates of Caisse de dépôt et placement du Québec ( CDPQ ), (iv) affiliates of Investcorp Group ( IVC ), (v) affiliates of Public Sector Pension Investment Board ( PSP Investments ) and (vi) other individuals and trusts. Neither CDPQ, IVC, Lakeview nor PSP Investments (collectively, the Investors ) nor their respective affiliates that directly hold interests in AP Holdings (the Investor Affiliates, and together with the Investors, the Investor Parties ) nor any other person owns a majority of the equity capital of AP Holdings or individually controls the Board of AP Holdings. Designees of the Investors serve or shall serve as some of the members of the Boards of Directors of each of AlixPartners and AP Holdings (collectively, the Boards ). In addition to their investments in AP Holdings, all of the Investors have substantial investments unrelated to AP. No material nonpublic information about the Debtors has been or will be furnished by AP to the Investor Parties, and AP will continue to abide by its confidentiality obligations to the Debtors. Except for the Board designees, AP operates independently of the Investor Parties, and does not share employees, officers or other management with any such Investor Parties. AP and each of the Investor Parties have separate offices in separate buildings, use separate Internet addresses, and do not otherwise share IT systems. No personnel of the Investor Parties work on AlixPartners client matters or have access to AlixPartners client information or client files or client personnel. No AP executive or employee is a director, officer or employee of any Investor Party. Each Investor Party is governed by its own board of directors or similar body and managed by its own management team. Each Investor is independent of each other Investor. 2 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Original Declaration. 2

3 Case CSS Doc 1045 Filed 01/24/17 Page 3 of 5 The ownership structure of AP Holdings only recently changed to include the Investor Affiliates. As a result, as of the date hereof, due to, among other things, the sheer size of the investment portfolios of some of the Investors, AlixPartners conflicts search related to the Investor Parties was limited to AlixPartners searching the names of each of the Investor Parties against the list of Debtors and the list of Potential Parties in Interest. AlixPartners has determined, to the best of its knowledge based on that search, that there are no connections with the Investor Parties that require disclosure other than as noted herein. Nonetheless, AlixPartners is working with the Investor Parties to evaluate and implement any additional conflicts checks that might be warranted as soon as reasonably practicable. AlixPartners will promptly file a supplemental disclosure if there are additional connections. Although AlixPartners has performed a conflicts check as to the Investor Parties, one or more of the Investor Parties may, in the ordinary course and from time to time, hold, control and/or manage loans to, or investments in, the Debtors and/or Potential Parties in Interest and/or may trade debt and/or equity securities in the Debtors and/or Potential Parties in Interest. In addition, one or more of the Investor Parties may also have had, currently have, or may in the future have business relationships or other connections with the Debtors or other Potential Parties in Interest. To the extent AlixPartners learns of such business relationships or other connections, AlixPartners will promptly file a supplemental disclosure. In addition, AlixPartners may have had, may currently have or may in the future have business relationships with, among other entities, portfolio companies of the Investors and portfolio companies of private equity funds in which they are limited partners, in matters unrelated to the Debtors or their affiliates in these chapter 11 cases. Based on, among other things, the business separation between each of the Investor Parties and AlixPartners and the contractual client confidentiality obligations of AlixPartners, AlixPartners believes that it does not hold or represent an interest adverse to the estate with respect to the engagement. Al Tamimi & Co., a professional in interest in this bankruptcy matter, is an unsecured creditor to a current AP client in which AP was appointed administrator, in matters unrelated to the Debtors. Al Tamimi & Co. is an AP vendor. Ashurst, LLP, a professional in interest in this bankruptcy matter, is a current and former AP client in matters unrelated to the Debtors. Ashurst, LLP is a professional in interest to current and former AP clients in matters unrelated to the Debtors. Bracewell & Giuliani, a professional in interest in this bankruptcy matter and a creditor to the Debtors, is a vendor, creditor, opposing counsel and professional in interest to current and former AP clients in matters unrelated to the Debtors. Bracewell & Giuliani is a current and former AP client in matters unrelated to the 3

4 Case CSS Doc 1045 Filed 01/24/17 Page 4 of 5 Debtors. Bracewell & Giuliani is a vendor to AP. Bracewell & Giuliani is a former employer of current AP employees. Burness LLP T/A Burness Paull, a professional in interest in this bankruptcy matter, is a vendor to AP. Clydesdale, a financial institution to the Debtors, is a current and former AP client in matters unrelated to the Debtors. Clydesdale affiliated entities are creditors, associated companies, vendors and lenders to current and former AP clients in matters unrelated to the Debtors. Clydesdale is an AP vendor. Credit Agricole Corporate & Investment Bank ( Credit Agricole ), a Revolver Agreement party in this bankruptcy matter, is a current and former AP client in matters unrelated to the Debtors. Credit Agricole is a shareholder, lender, bondholder, joint venture entity and creditor to a current AP client in matters unrelated to the Debtors. Credit Agricole Leasing and Factoring is a vendor to AP. Eaton Vance Management (As Agent), a lender to the Debtors, is affiliated with an entity that is a former AP client in matters unrelated to the Debtors. Eaton Vance Management is a client related party, as a member of a bank group, to a current AP engagement in matters unrelated to the Debtors. An affiliate is a creditor, directoraffiliated company, litigation party, bondholder and vendor to current and former AP clients in matters unrelated to the Debtors. Goldman Sachs, a financial institution to the Debtors, is affiliated with entities that are lenders, litigants, adverse parties, indenture trustees, lessees, bondholders, professionals in interest, co-defendants, creditors, director-affiliated companies, material contract parties, associated companies, investors, vendors and shareholders to current and former AP clients in matters unrelated to the Debtors. Goldman Sachs is a current and former AP client in matters unrelated to the Debtors. A current AP board member sits on the board of Goldman Sachs Capital Partners. Lastly, Goldman Sachs is a former employer of current AP employees. Gordon Hall, a board member to Noble Drilling, is the chairman to a current AP client. PJT Partners ( PJT ), a professional in interest in this bankruptcy matter, is a professional in interest and vendor to current AP clients in matters unrelated to the Debtors. PJT is a current AP client in matters unrelated to the Debtors. Riverside Claims LLC ( Riverside ) is a Notice of Appearance party in this bankruptcy matter. Riverside Partners and Riverside Europe Partners, affiliated entities, are current and former AP client in matters unrelated to the Debtors. 4

5 Case CSS Doc 1045 Filed 01/24/17 Page 5 of 5 Riverside Europe Partners is a parent company to current and former AP clients in matters unrelated to the Debtors. Talisman, a customer to the Debtors, is a current AP client in matters unrelated to the Debtors. Talisman is a plaintiff to a current AP client in matters unrelated to the Debtor. Trowers & Hamlins, LLP, a professional in interest in this bankruptcy matter, is a vendor to AP. Trowers & Hamlins, LLP is counsel to a current AP client in matters unrelated to the Debtors. Travers Smith LLP, a professional in interest in this bankruptcy matter, is counsel to a current AP client in matters unrelated to the Debtors. Young Conaway Stargatt & Taylor LLP, a professional in interest in this bankruptcy matter, is a professional in interest, opposing counsel and adverse party to current and former AP clients in matters unrelated to the Debtors. 4. I continue to reserve the right to submit supplemental declarations in the event that AlixPartners learns of additional information that requires disclosure. If any new material relevant facts or relationships are discovered or arise, AlixPartners will promptly file a supplemental declaration pursuant to Bankruptcy Rule 2014(a). I declare under penalty of perjury pursuant to 28 U.S.C that the foregoing is true and correct. AlixPartners, LLP Dated: January 24, 2017 Thomas B. Osmun Managing Director 5