Case CSS Doc 1142 Filed 02/21/17 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE.

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1 Case CSS Doc 1142 Filed 02/21/17 Page 1 of 8 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARAGON OFFSHORE PLC, et al., Debtors. 1 Chapter 11 Case No (CSS) Jointly Administered Hearing Date: March 14, 2017 at 1:00 p.m. (ET) Objection Deadline: March 7, 2017 at 4:00 p.m. (ET) APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS COUNSEL TO THE OFFICIAL COMMITTEE, EFFECTIVE AS OF JANUARY 27, 2017 The Official Committee of Unsecured Creditors (the Official Committee ) of Paragon Offshore plc, et al. (the Debtors ) hereby moves the Court for entry of an order, pursuant to section 1103 of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), authorizing the retention and employment of Young Conaway Stargatt & Taylor, LLP ( Young Conaway or the Firm ) as co-counsel for the Official Committee, effective as of January 27, 2017 (the Application ). In support of this Application, the Official Committee submits the declaration of 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 1142 Filed 02/21/17 Page 2 of 8 Pauline K. Morgan (the Morgan Declaration ), which is attached hereto as Exhibit A, and the declaration of Peter S. Sheehan (the Sheehan Declaration ), which is attached hereto as Exhibit B, and respectfully represents as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over the subject matter of this Application pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the District of Delaware, dated as of February 29, Venue is proper pursuant to 28 U.S.C and This matter constitutes a core proceeding pursuant to 28 U.S.C. 157(b)(2). 2. The statutory predicates for the relief requested herein are section 1103 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule BACKGROUND 3. On February 14, 2016 (the Petition Date ), each of the Debtors filed a petition with the Court under chapter 11 of the Bankruptcy Code. The Debtors have continued in possession of their property and have continued to operate and manage their businesses as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. 4. On January 27, 2017 (the Committee Formation Date ), the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed the Official Committee, which consists of the following members: (i) Loomis Sayles and Co., L.P.; (ii) Arosa Capital Management, L.P.; and (iii) Angelo Gordon & Co., LP. See D.I :

3 Case CSS Doc 1142 Filed 02/21/17 Page 3 of 8 01: At a meeting on January 30, 2017, the Official Committee confirmed the selection of Paul, Weiss, Rifkind, Wharton & Garrison LLP ( Paul, Weiss ) and Young Conaway to serve as its bankruptcy counsel, effective as of January 27, Prior to the Committee Formation Date, Young Conaway represented an ad hoc group (the Ad Hoc Group ) of holders of the Debtors unsecured (i) 6.75% Senior Notes due 2022 and/or (ii) the 7.25% Senior Notes due 2024 issued by Paragon Offshore plc under that certain indenture dated as of July 18, 2014, by and among Paragon Offshore plc, the subsidiary guarantors party thereto, Deutsche Bank Trust Company Americas, as trustee, and Deutsche Bank Luxembourg S.A., as paying agent and transfer agent. Young Conaway s representation of the Ad Hoc Group ceased upon being retained by the Official Committee. 7. The Official Committee selected Young Conaway because of the Firm s extensive experience in and knowledge of business reorganizations under chapter 11 of the Bankruptcy Code and because of Young Conaway s experience and expertise in practicing before the Court. Young Conaway also developed substantial knowledge regarding the Debtors and these chapter 11 cases during Young Conaway s representation of the Ad Hoc Group. Consistent with the foregoing, the Official Committee believes that it had sufficient information to make an informed decision to retain and employ Young Conaway. RELIEF REQUESTED AND BASIS THEREFOR 8. By this Application, the Official Committee requests entry of an order approving, pursuant to section 1103(a) of the Bankruptcy Code, the employment and retention of Young Conaway as co-counsel to the Official Committee, effective as of January 27, The Official Committee respectfully submits that it is necessary and appropriate to employ and retain Young Conaway pursuant to section 1103(a) of the Bankruptcy Code to render the following services, among others, as directed by the Official Committee: 3

4 Case CSS Doc 1142 Filed 02/21/17 Page 4 of 8 (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) advise the Official Committee with respect to its rights, powers, and duties in these cases; assist and advise the Official Committee in its consultations with the Debtors regarding the administration of these cases; assist the Official Committee in analyzing the claims of the Debtors secured and unsecured creditors and in negotiating with such creditors; assist with the Official Committee s investigation of the acts, conduct, assets, liabilities, intercompany relationships and claims and financial condition of the Debtors, the existence of estate causes of action, and the operation of the Debtors businesses; assist the Official Committee in protecting, preserving, and maximizing the value of the Debtors estates; assist the Official Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, any sale(s) of the Debtors assets and/or the terms of chapter 11 plan(s) for the Debtors; assist and advise the Official Committee with respect to its communications with the general creditor body regarding significant matters in these cases; represent the Official Committee at all hearings and other proceedings; review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Official Committee with respect thereto; prepare pleadings and applications as may be necessary in furtherance of the Official Committee s interests and objectives; and perform such other legal services as may be required and are in the interests of the Official Committee in accordance with the Official Committee s rights, powers, and duties as set forth in the Bankruptcy Code. 10. By separate application, the Official Committee is asking the Court to approve the retention of Paul, Weiss as lead counsel to the Official Committee and Ducera Partners LP ( Ducera and together with Paul, Weiss, and Young Conaway, the Professionals ), as financial advisors to the Official Committee. Young Conaway will work closely with the 01:

5 Case CSS Doc 1142 Filed 02/21/17 Page 5 of 8 other Professionals, taking whatever steps are necessary and appropriate to avoid any unnecessary duplication of effort with the other Professionals. 11. The Official Committee believes that Young Conaway is well qualified to act as its co-counsel in these chapter 11 cases. The Official Committee believes that Young Conaway has the necessary background to deal effectively with the many potential legal issues and problems that may arise in these chapter 11 cases. 12. Compensation will be payable to Young Conaway on an hourly basis, plus reimbursement of actual, necessary expenses incurred by Young Conaway. The principal attorneys and paralegal presently designated to represent the Official Committee and their current standard hourly rates are: (a) Pauline K. Morgan $ per hour (b) Joel A. Waite $ per hour (c) Jaime Luton Chapman $ per hour (d) Elizabeth S. Justison $ per hour (e) Michael V. Girello (paralegal) $ per hour 13. Upon prior notice to the Official Committee, the hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions. Other attorneys and paralegals from Young Conaway may from time to time also serve the Official Committee in connection with the matters described herein. 14. The Official Committee has been advised that the hourly rates set forth above are Young Conaway s standard hourly rates for work of this nature and that these rates are set at a level designed to fairly compensate Young Conaway for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. The Official Committee has been 01:

6 Case CSS Doc 1142 Filed 02/21/17 Page 6 of 8 advised by Young Conaway that it is Young Conaway s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client s case. The expenses charged to clients include, among other things, mail and express mail charges, special or hand delivery charges, document processing, photocopying charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by Young Conaway to outside copying services for use in mass mailings, travel expenses, expenses for working meals, computerized research, transcription costs, as well as non-ordinary overhead expenses approved by the client such as secretarial and other overtime. Young Conaway will charge the Official Committee for these expenses in a manner and at rates consistent with charges made generally to the Firm s other clients. Young Conaway believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 15. Young Conaway has represented to the Official Committee that Young Conaway intends to apply to the Court for allowance of compensation for professional services rendered in connection with these chapter 11 cases based on its customary hourly rates then in effect, and to request reimbursement of expenses, in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and the Local Rules, including any applicable administrative orders entered by the Court. 16. As set forth in the Morgan Declaration, Young Conaway has not shared or agreed to share any of its compensation in this case with any other person, other than as permitted by section 504 of the Bankruptcy Code. 17. Young Conaway has advised the Official Committee that Young Conaway does not represent any other entity having an adverse interest in connection with these chapter 11 01:

7 Case CSS Doc 1142 Filed 02/21/17 Page 7 of 8 01: cases and has no connection with the Debtors, their creditors, or any other party-in-interest, except as set forth in the Morgan Declaration. 18. In the event that Young Conaway discovers any connections with any party in interest in the Debtors chapter 11 cases, or any information pertinent to this Application under the requirements of Bankruptcy Rule 2014, Young Conaway shall promptly disclose such connections and information to the Court in a supplement to the Morgan Declaration. NOTICE 19. Notice of this Application has been provided to: (i) Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, NY (Attn: Gary T. Holzter, Esq., Stephen A. Youngman, Esq., and Alfredo R. Perez, Esq.), counsel to the Debtors; (ii) Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE (Attn: Mark D. Collins, Esq. and Amanda R. Steele, Esq.), Delaware counsel to the Debtors; (iii) the Office of the U.S. Trustee; (iv) the Debtors thirty (30) largest unsecured creditors on a consolidated basis; (v) Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, NY (Attn: Sandeep Qusba, Esq. and Kathrine A. McLendon, Esq.), counsel to JPMorgan Chase Bank, N.A. (a) as administrative agent under the Senior Secured Revolving Credit Agreement, dated as of June 17, 2014, and (b) as collateral agent under the Guaranty and Collateral Agreement, dated as of July 18, 2014; (vi) Landis Rath & Cobb LLP, 919 Market Street, Suite 1800, Wilmington, DE (Attn: Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Kimberly A. Brown, Esq.), Delaware counsel to JPMorgan Chase Bank, N.A.; (vii) Arnold & Porter Kaye Scholer LLP, 250 West 55th Street, New York, NY (Attn: Scott D. Talmadge, Esq., Benjamin Mintz, Esq., and Madlyn G. Primoff, Esq.), counsel to Cortland Capital Market Services L.L.C. as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014; (viii) Potter Anderson & Corroon LLP, 1313 North 7

8 Case CSS Doc 1142 Filed 02/21/17 Page 8 of 8 Market Street, Sixth Floor, P.O. Box 951, Wilmington, DE 1899 (Attn: Jeremy W. Ryan, Esq., Ryan M. Murphy, Esq., and D. Ryan Slaugh, Esq.), Delaware counsel to Cortland Capital Market Services L.L.C.; (ix) Morgan, Lewis, & Bockius LLP, 101 Park Avenue, New York, NY (Attn: James O. Moore, Esq., Glenn E. Siegel, Esq., and Joshua Dorchak, Esq.), counsel to Deutsche Bank Trust Company Americas as trustee under the Senior Notes Indenture, dated as of July 18, 2014, for the 6.75% Senior Notes due 2022 and the 7.25% Senior Notes due 2024; (x) the United States Securities and Exchange Commission; (xi) the United States Internal Revenue Service; (xii) the United States Attorney s Office for the District of Delaware; and (xiii) all parties who filed a request for service of notices under Bankruptcy Rule In light of the nature of the relief requested, the Official Committee respectfully submits that no other or further notice of this Application is required. CONCLUSION WHEREFORE, the Official Committee respectfully requests that the Court enter an order, substantially in the form attached hereto as Exhibit B, authorizing the Official Committee to retain and employ Young Conaway, effective as of January 27, 2017, and grant such other and further relief as the Court deems just. Dated: February 21, 2017 OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF PARAGON OFFSHORE PLC, ET AL. By: LOOMIS SAYLES AND CO., L.P., solely in its capacity as Chair of the Official Committee and not in its individual capacity, By: /s/ Peter Sheehan Title: Vice President, Senior Analyst 01:

9 Case CSS Doc Filed 02/21/17 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARAGON OFFSHORE PLC, et al., Debtors. 1 Chapter 11 Case No (CSS) Jointly Administered NOTICE OF APPLICATION Hearing Date: March 14, 2017 at 1:00 p.m. (ET) Objection Deadline: March 7, 2017 at 4:00 p.m. (ET) TO: (I) WEIL, GOTSHAL & MANGES LLP, 767 FIFTH AVENUE, NEW YORK, NY (ATTN: GARY T. HOLZTER, ESQ., STEPHEN A. YOUNGMAN, ESQ., AND ALFREDO R. PEREZ, ESQ.), COUNSEL TO THE DEBTORS; (II) RICHARDS, LAYTON & FINGER, P.A., ONE RODNEY SQUARE, 920 NORTH KING STREET, WILMINGTON, DE (ATTN: MARK D. COLLINS, ESQ. AND AMANDA R. STEELE, ESQ.), DELAWARE COUNSEL TO THE DEBTORS; (III) THE OFFICE OF THE U.S. TRUSTEE; (IV) THE DEBTORS THIRTY (30) LARGEST UNSECURED CREDITORS ON A CONSOLIDATED BASIS; (V) SIMPSON THACHER & BARTLETT LLP, 425 LEXINGTON AVENUE, NEW YORK, NY (ATTN: SANDEEP QUSBA, ESQ. AND KATHRINE A. MCLENDON, ESQ.), COUNSEL TO JPMORGAN CHASE BANK, N.A. (A) AS ADMINISTRATIVE AGENT UNDER THE SENIOR SECURED REVOLVING CREDIT AGREEMENT, DATED AS OF JUNE 17, 2014, AND (B) AS COLLATERAL AGENT UNDER THE GUARANTY AND COLLATERAL AGREEMENT, DATED AS OF JULY 18, 2014; (VI) LANDIS RATH & COBB LLP, 919 MARKET STREET, SUITE 1800, WILMINGTON, DE (ATTN: ADAM G. LANDIS, ESQ., KERRI K. MUMFORD, ESQ., AND KIMBERLY A. BROWN, ESQ.), DELAWARE COUNSEL TO JPMORGAN CHASE BANK, N.A.; (VII) ARNOLD & PORTER KAYE SCHOLER LLP, 250 WEST 55TH STREET, NEW YORK, NY (ATTN: SCOTT D. TALMADGE, ESQ., BENJAMIN MINTZ, ESQ., AND MADLYN G. PRIMOFF, ESQ.), COUNSEL TO CORTLAND CAPITAL MARKET SERVICES L.L.C. AS ADMINISTRATIVE AGENT UNDER THE SENIOR 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 :

10 Case CSS Doc Filed 02/21/17 Page 2 of 3 SECURED TERM LOAN AGREEMENT, DATED AS OF JULY 18, 2014; (VIII) POTTER ANDERSON & CORROON LLP, 1313 NORTH MARKET STREET, SIXTH FLOOR, P.O. BOX 951, WILMINGTON, DE 1899 (ATTN: JEREMY W. RYAN, ESQ., RYAN M. MURPHY, ESQ., AND D. RYAN SLAUGH, ESQ.), DELAWARE COUNSEL TO CORTLAND CAPITAL MARKET SERVICES L.L.C.; (IX) MORGAN, LEWIS, & BOCKIUS LLP, 101 PARK AVENUE, NEW YORK, NY (ATTN: JAMES O. MOORE, ESQ., GLENN E. SIEGEL, ESQ., AND JOSHUA DORCHAK, ESQ.), COUNSEL TO DEUTSCHE BANK TRUST COMPANY AMERICAS AS TRUSTEE UNDER THE SENIOR NOTES INDENTURE, DATED AS OF JULY 18, 2014, FOR THE 6.75% SENIOR NOTES DUE 2022 AND THE 7.25% SENIOR NOTES DUE 2024; (X) THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION; (XI) THE UNITED STATES INTERNAL REVENUE SERVICE; (XII) THE UNITED STATES ATTORNEY S OFFICE FOR THE DISTRICT OF DELAWARE; AND (XIII) ALL PARTIES WHO FILED A REQUEST FOR SERVICE OF NOTICES UNDER BANKRUPTCY RULE PLEASE TAKE NOTICE that the Official Committee of Unsecured Creditors (the Official Committee ) of Paragon Offshore plc, et al., by and through its proposed undersigned counsel, has filed the attached Application of the Official Committee of Unsecured Creditors for an Order Authorizing the Retention and Employment of Young Conaway Stargatt & Taylor, LLP as Counsel to the Official Committee, Effective as of January 27, 2017 (the Application ). PLEASE TAKE FURTHER NOTICE that any responses or objections to the Application must be filed on or before March 7, 2017 at 4:00 p.m. (ET) (the Objection Deadline ) with the United States Bankruptcy Court for the District of Delaware, 3rd Floor, 824 North Market Street, Wilmington, Delaware At the same time, you must serve a copy of any response or objection upon the proposed undersigned counsel to the Official Committee so as to be received on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE THAT A HEARING ON THE APPLICATION WILL BE HELD ON MARCH 14, 2017 AT 1:00 P.M. (ET) BEFORE THE HONORABLE CHRISTOPHER S. SONTCHI IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE, 824 NORTH MARKET STREET, 5TH FLOOR, COURTROOM NO. 6, WILMINGTON, DELAWARE PLEASE TAKE FURTHER NOTICE THAT IF NO OBJECTIONS TO THE APPLICATION ARE TIMELY FILED, SERVED, AND RECEIVED IN ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR A HEARING. [SIGNATURE PAGE FOLLOWS] 01:

11 Case CSS Doc Filed 02/21/17 Page 3 of 3 Dated: February 21, 2017 Wilmington, Delaware /s/ Pauline K. Morgan YOUNG CONAWAY STARGATT & TAYLOR LLP Pauline K. Morgan (Bar No. 3650) Joel A. Waite (Bar No. 2925) Jaime Luton Chapman (Bar No. 4936) Elizabeth S. Justison (Bar No. 5911) 1000 North King Street Wilmington, Delaware Telephone: (302) Facsimile: (302) and- PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP Andrew N. Rosenberg (admitted pro hac vice) Brian S. Hermann (admitted pro hac vice) Samuel E. Lovett (admitted pro hac vice) Kellie A. Cairns (admitted pro hac vice) 1285 Avenue of the Americas New York, New York Telephone: (212) Facsimile: (212) Proposed Counsel to the Official Committee of Unsecured Creditors of Paragon Offshore plc, et al. 01:

12 Case CSS Doc Filed 02/21/17 Page 1 of 38 EXHIBIT A MORGAN DECLARATION 01:

13 Case CSS Doc Filed 02/21/17 Page 2 of 38 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: PARAGON OFFSHORE PLC, et al., Debtors. 1 Chapter 11 Case No (CSS) Jointly Administered DECLARATION OF PAULINE K. MORGAN IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF YOUNG CONAWAY STARGATT & TAYLOR, LLP AS COUNSEL TO THE OFFICIAL COMMITTEE, EFFECTIVE AS OF JANUARY 27, 2017 perjury that: I, Pauline K. Morgan, declare, pursuant to 28 U.S.C. 1746, under penalty of 1. I am a partner in the firm of Young Conaway Stargatt & Taylor, LLP ( Young Conaway or the Firm ), with offices at 1000 North King Street, Wilmington, Delaware 19801, and am duly admitted to practice in the State of Delaware, the United States District Court for the District of Delaware, as well as the State of New York and the United States District Court for the Southern District of New York. I submit this declaration (the Declaration ) in support of the Application of the Official Committee of Unsecured Creditors for an Order Authorizing the Retention and Employment of Young Conaway Stargatt 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 :

14 Case CSS Doc Filed 02/21/17 Page 3 of 38 & Taylor, LLP as Counsel to the Official Committee, Effective as of January 27, 2017 (the Application ) Young Conaway has conducted a series of searches in the Firm s conflicts databases to identify relationships with the Debtors, their creditors, and other parties-in-interest (or potential parties-in-interest) in these chapter 11 cases as identified by counsel to the Debtors Based on the conflicts and connections searches conducted and described herein, Young Conaway does not represent any other entity having an adverse interest in connection these chapter 11 cases and has no connection to the Debtors, their creditors, or other parties-in-interest in these chapter 11 cases, except as set forth below: (a) (b) Prior to the Committee Formation Date, Young Conaway represented the Ad Hoc Group. The Ad Hoc Group included, at various times, the following members: AllianceBernstein L.P.; Arosa Capital Management LP; Loomis, Sayles & Company, L.P.; Oaktree Capital Management, L.P.; and P. Schoenfeld Asset Management LP; See D.I. 196, 453, & 745 (Bankruptcy Rule 2019 disclosures). Pursuant to section 1103(b) of the Bankruptcy Code, representation of the Ad Hoc Group did not constitute representation of an adverse interest. Furthermore, Young Conaway s representation of the Ad Hoc Group ceased upon Young Conaway being retained by the Official Committee. See D.I (notice of withdrawal of appearance). Prior to the Petition Date, the Debtors agreed to pay Young Conaway s fees and expenses in connection with Young Conaway s services rendered to the Ad Hoc Group as detailed in the proof of claim attached hereto as Exhibit 2. 4 As is customary in such situations, though Young Conaway s client at the time was the Ad Hoc Group, the Debtors executed an engagement letter with Young Conaway solely to document the parties Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Application. A list of interested parties is attached hereto as Exhibit 1. Young Conaway has filed a proof of claim against each of the Debtors on account of such fees and expenses that remain unpaid. Attached hereto as Exhibit 2 is a copy of the proof of claim filed against Paragon Offshore plc, which is substantially similar to the proofs of claim filed against each of the other Debtors. In addition, pursuant to that certain plan support agreement, dated as of February 12, 2016, the Debtors agreed to pay the reasonable documented fees of the Ad Hoc Group s advisors, including Young Conaway. See D.I. 617, Ex. A, 5(d), :

15 Case CSS Doc Filed 02/21/17 Page 4 of 38 agreement that the Debtors would pay the Ad Hoc Group s legal fees and expenses. (c) Young Conaway previously represented the following parties and/or affiliates of such parties on matters wholly unrelated to the Debtors chapter 11 cases: i. ii. iii. iv. v. vi. vii. viii. ix. x. xi. xii. xiii. xiv. xv. xvi. xvii. xviii. xix. xx. xxi. xxii. xxiii. xxiv. xxv. xxvi. xxvii. xxviii. xxix. xxx. xxxi. xxxii. AIG Europe Limited Allianz American Capital, Ltd. Anadarko Petroleum Corporation Ares Management LLC Axis Specialty Limited Baker Botts L.L.P. Bank of America, National Association Barclay s Bank plc Berkshire Hathaway International Insurance Limited Chubb Citibank, N.A. Deutsche Bank Eaton Vance Ernst & Young, Inc. Grosvenor Capital Management, L.P. HSBC Bank USA Hyundai Lazard Freres & Co. LLC Liberty Mutual Insurance Company Marathon Asset Management, L.P. Mayer Brown LLP Nexen Petroleum U.K. Limited Oracle America, Inc. Pioneer Investment Management Inc. PPM America Incorporated PWC Rignet, Inc. Wachtell, Lipton, Rosen & Katz Weil, Gotshal & Manges LLP Wellington Management Company LLP Western Asset Management Company (d) Young Conaway currently represents the following parties and/or affiliates of such parties on matters wholly unrelated to the Debtors chapter 11 cases: i. ii. iii. Cortland Capital Market Services LLC Credit Suisse AG, Cayman Islands Branch JPMorgan Chase Bank, NA 01:

16 Case CSS Doc Filed 02/21/17 Page 5 of 38 iv. v. vi. vii. viii. ix. x. KPMG Advisory Services Lloyds Syndicates Morgan, Lewis & Bockius LLP Samsung Sumitomo Mitsui Banking Corporation Vertex Investment Management Co. LLC Wells Fargo Bank, National Association (e) 4. Young Conaway has been, and likely will be in the future, engaged in matters unrelated to the Debtors or these chapter 11 cases in which it works with or in opposition to other professionals involved in these chapter 11 cases. In addition, to the best of my knowledge, information, and belief and in accordance with Bankruptcy Rule 5002, neither I, nor any attorney at Young Conaway is a relative of the United States Bankruptcy Judge assigned to these chapter 11 cases, and Young Conaway does not have a connection with the United States Bankruptcy Judge that would render its retention in these chapter 11 cases improper. Further, in accordance with Bankruptcy Rule 2014, Young Conaway does not have any connection with the U.S. Trustee or any persons employed by the U.S. Trustee. 5. Young Conaway intends to apply for compensation for professional services rendered to the Official Committee subject to approval of the Court and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and any administrative order entered by the Court, on an hourly basis, plus reimbursement of actual, necessary expenses and other charges incurred by Young Conaway. Young Conaway also intends to make a reasonable effort to comply with the U.S. Trustee s requests for additional disclosure as set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. 330 by Attorneys in Larger Chapter 11 Cases, effective as of November 1, 2013 (the U.S. Trustee Guidelines ). 01:

17 Case CSS Doc Filed 02/21/17 Page 6 of The Firm operates in a national and regional marketplace for legal services in which rates are driven by multiple factors relating to the individual lawyer, his or her area of specialty, the firm s expertise, performance, and reputation, the nature of the work involved, and other factors. The principal attorneys and paralegal designated to represent the Official Committee and their current standard hourly rates are: (a) Pauline K. Morgan $ per hour (b) Joel A. Waite $ per hour (c) Jaime Luton Chapman $ per hour (d) Elizabeth S. Justison $ per hour (e) Michael V. Girello (paralegal) $ per hour 7. The hourly rates set forth above are subject to periodic adjustments to reflect economic and other conditions, upon prior notice to the Official Committee. Other attorneys and paralegals from Young Conaway may from time to time also serve the Official Committee in connection with the services set forth in the Application. 8. The Official Committee has been advised that the hourly rates set forth above are Young Conaway s standard hourly rates for work of this nature and that these rates are set at a level designed to fairly compensate Young Conaway for the work of its attorneys and paralegals and to cover fixed and routine overhead expenses. It is the Firm s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client s case. The expenses charged to clients include, among other things, mail and express mail charges, special or hand delivery charges, charges for mailing supplies (including, without limitation, envelopes and labels) provided by the Firm to outside copying services for use in mass mailings, travel expenses, expenses for working meals, computerized research, transcription costs, as 01:

18 Case CSS Doc Filed 02/21/17 Page 7 of 38 well as non-ordinary overhead expenses approved by the client such as secretarial and other overtime. The Firm will charge the Official Committee for these expenses in a manner and at rates consistent with charges made generally to the Firm s other clients. The Firm believes that it is fairer to charge these expenses to the clients incurring them than to increase the hourly rates and spread the expenses among all clients. 9. Young Conaway has not received a retainer in its capacity as proposed counsel to the Official Committee in these chapter 11 cases. 10. No promises have been received by Young Conaway, nor by any partner, counsel, or associate thereof as to compensation in connection with these cases other than in accordance with the provisions of the Bankruptcy Code. Young Conaway has no agreement with any other entity to share with such entity any compensation received by Young Conaway in connection with its representation of the Official Committee in these chapter 11 cases. 11. Young Conaway intends to perform the services set forth in the Application. By separate application, the Official Committee has also asked the Court to approve the retention of Paul, Weiss as lead bankruptcy counsel with respect to these chapter 11 cases. Young Conaway has discussed the division of responsibilities with Paul, Weiss and will make every effort to avoid duplication of efforts in connection with these chapter 11 cases. To specifically disclose the division of labor and to avoid unnecessary duplication of services, Young Conaway is proposed to provide the following services for its engagement in these cases as co-counsel to the Official Committee: (a) (b) advise the Official Committee with respect to its rights, powers, and duties in these cases; assist and advise the Official Committee in its consultations with the Debtors regarding the administration of these cases; 01:

19 Case CSS Doc Filed 02/21/17 Page 8 of 38 (c) (d) (e) (f) (g) (h) (i) (j) (k) 12. assist the Official Committee in analyzing the claims of the Debtors secured and unsecured creditors and in negotiating with such creditors; assist with the Official Committee s investigation of the acts, conduct, assets, liabilities, intercompany relationships and claims and financial condition of the Debtors, the existence of estate causes of action, and the operation of the Debtors businesses; assist the Official Committee in protecting, preserving, and maximizing the value of the Debtors estates; assist the Official Committee in its analysis of, and negotiations with, the Debtors or any third party concerning matters related to, among other things, any sale(s) of the Debtors assets and/or the terms of chapter 11 plan(s) for the Debtors; assist and advise the Official Committee with respect to its communications with the general creditor body regarding significant matters in these cases; represent the Official Committee at all hearings and other proceedings; review and analyze applications, orders, statements of operations, and schedules filed with the Court and advise the Official Committee with respect thereto; prepare pleadings and applications as may be necessary in furtherance of the Official Committee s interests and objectives; and perform such other legal services as may be required and are in the interests of the Official Committee in accordance with the Official Committee s rights, powers, and duties as set forth in the Bankruptcy Code. Consistent with the U.S. Trustee Guidelines, 5 I state as follows: Young Conaway has not agreed to a variation of its standard or customary billing arrangements for this engagement; 5 The U.S. Trustee Guidelines themselves acknowledge that the Guidelines do not supersede local rules, court orders, or other controlling authority. While the Debtors and Young Conaway intend to work cooperatively with the U.S. Trustee to address requests for information and any concerns that may have led to the adoption of the U.S. Trustee Guidelines, neither the filing of this Declaration, nor anything contained herein, is intended to or shall be deemed to be an admission by Young Conaway that the Firm is required to comply with the U.S. Trustee Guidelines. Young Conaway reserves any and all rights with respect to the application of the U.S. Trustee Guidelines in respect of any application for employment or compensation filed in these cases. 01:

20 Case CSS Doc Filed 02/21/17 Page 9 of 38 None of the Firm s professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases; Young Conaway did not represent the Official Committee in the 12 months prepetition. Young Conaway has in the past represented, and may represent in the future, certain Official Committee members and/or their affiliates in their capacities as members of official committees in other chapter 11 cases or in their individual capacities. In addition, as disclosed herein, Young Conaway previously represented the Ad Hoc Group prior to and during these chapter 11 cases; The Official Committee has approved or will be approving a prospective budget and staffing plan for Young Conaway s engagement for the postpetition period as appropriate. In accordance with the U.S. Trustee Guidelines, the budget may be amended as necessary to reflect changed or unanticipated developments. 13. The foregoing constitutes the statement of Young Conaway pursuant to section 504 of the Bankruptcy Code, Bankruptcy Rule 2014, and Local Rule Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge and belief. Dated: February 21, 2017 Wilmington, Delaware /s/ Pauline K. Morgan Pauline K. Morgan 01:

21 Case CSS Doc Filed 02/21/17 Page 10 of 38 EXHIBIT 1 INTERESTED PARTIES 01:

22 Case CSS Doc Filed 02/21/17 Page 11 of 38 The interested parties provided by the Debtors as of March 2016 are generally: (1) the Debtors and current and recent former affiliated entities; (2) professional advisors and ordinary course professionals to the Debtors; (3) professional advisors to the Debtors creditors; (4) the Debtors current and recent former directors and officers; (5) the Debtors known lenders and noteholders; (6) indenture trustee and the agents to the Debtors credit agreements; (7) the Debtors joint venture counterparty; (8) the Debtors 5% shareholders and significant equity investors; (9) the Debtors utility providers; (10) the United States Trustee for the District of Delaware; (11) government agencies; (12) the Debtors landlords; (13) members of the Official Committee; (14) the Debtors top 30 unsecured creditors; (15) the Debtors financial institutions; (16) the Debtors insurance providers and beneficiaries and issuers of letters of credit and surety bonds; (17) the Debtors competitors; (18) the Debtors major customers and suppliers; (19) the Debtors taxing authorities, and (20) Judges of the Bankruptcy Court for the District of Delaware. Debtors Paragon Offshore plc Paragon Offshore Finance Company Paragon International Finance Company Paragon Offshore Holdings US Inc. 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. Paragon Offshore 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. Paragon Offshore Contracting GmbH Debtor Trade Names & Former Names Controlled 1 FDR Holdings Limited FINCO Frontier Drilling (Malaysia) Sdn. Bhd.

23 Case CSS Doc Filed 02/21/17 Page 12 of 38 Group International Finance Company Noble (Middle East) Limited Noble Asset (U.K.) Limited Noble Asset Company Limited Noble Contracting GmbH Noble do Brasil Ltda. Noble Drilling (Labuan) Pte. Ltd. Noble Drilling (Nederland) B.V. Noble Drilling Asset (M.E.) Ltd. Noble Drilling Corporation Noble Drilling Leasing S.à r.l. Noble Drilling Services 7 LLC Noble Duchess, Ltd. Noble Holding NCS 2 S.à r.l. Noble Holding SCS 1 Limited Noble Holding SCS 2 Limited Noble International Limited Noble Leasing II (Switzerland) GmbH Noble Leonard Jones LLC Noble Offshore (Luxembourg) S.à r.l. Noble-Neddrill International Limited Paragon Offshore Limited Non-Debtor Affiliates Arktik Drilling Limited, Inc. Bawden Drilling Inc. Bawden Drilling International Ltd. Frontier Discoverer Kft. Frontier Drilling do Brasil Ltda. Frontier Drilling Nigeria Limited Frontier Offshore Exploration India Limited Kulluk Arctic Services, Inc. Paragon (Seillean) KS Paragon Drilling Nigeria Limited (Nigeria) Paragon Drilling Ven, C.A. Paragon International Investment Limited (Cayman) Paragon Offshore (Asia) Pte Ltd Paragon Offshore (Canada) Ltd. Paragon Offshore (Gibraltar) Limited (Gibraltar) Paragon Offshore (GOM) Inc. Paragon Offshore (Land Support) Limited Paragon Offshore AS Paragon Offshore Brasil Investimentos Participasões Ltda. Paragon Offshore Drilling (Cyprus) Limited Paragon Offshore Drilling AS Paragon Offshore Enterprises Ltd. 2

24 Case CSS Doc Filed 02/21/17 Page 13 of 38 Paragon Offshore Investment Ltd. (Cayman) Paragon Offshore Management Services, S. de R.L. de C.V. Paragon Offshore Services LLC Paragon Offshore Sterling Ltd. Paragon Offshore USA Inc. Paragon Offshore Ven, C.A. Paragon Operating (ME) Ltd. Paragon Seillean AS Prospector Finance II S.A. Prospector Finance II S.A. Luxembourg Zug Branch (Switzerland) Prospector Finance Rig 1 S.à r.l. (Luxembourg) Prospector Finance Rig 1 S.à r.l. Luxembourg Zug Branch (Switzerland) Prospector Finance S.à r.l. Prospector Finance S.à r.l. Luxembourg Zug Branch (Switzerland) Prospector New Building S.à r.l. Prospector Offshore Drilling (Singapore) Pte. Ltd. Prospector Offshore Drilling (UK) Ltd. Prospector Offshore Drilling Limited Prospector Offshore Drilling Rig Construction S.à r.l. Prospector Offshore Drilling S.A. Prospector Rig 1 S.à r.l. Prospector Rig 1 Contracting Company S.à r.l. Prospector Rig 1 Owning Company S.à r.l. Prospector Rig 5 Contracting Company S.à r.l. Prospector Rig 5 Owning Company S.à r.l. Prospector Rig 6 Owning Company S.à r.l. Prospector Rig 7 Owning Company S.à r.l. Prospector Rig 8 Owning Company S.à r.l. Prospector Support Services, Inc. Resolute Insurance Group Ltd. Non-Debtor Affiliate Trade Names and Former Names FD Frontier Drilling (Cyprus) Limited Frontier Drilling AS Frontier Drilling Nigeria Limited Frontier Drilling Services Ltda. Frontier Drilling USA, Inc. Frontier Offshore AS Frontier Seillean AS KS Frontier Seillean Noble (Gulf of Mexico) Inc. Noble Brasil Investimentos E Participacoes Ltda. Noble Drilling (Asia) Pte Ltd. Noble Drilling (Canada) Ltd. Noble Drilling (Land Support) II Limited Noble Drilling de Venezuela C.A. 3

25 Case CSS Doc Filed 02/21/17 Page 14 of 38 Noble Drilling Nigeria Limited Noble Enterprises Limited Noble Management Services S. de R.L. de C.V. Noble Offshore de Venezuela C.A Noble Operating (M.E.) Ltd. Paragon Offshore Contracting S.à r.l. Joint Venture Counterparties Arktikmorgneftegazrazvedka Top 30 Unsecured Creditors (Consolidated) Deutsche Bank Trust Company Americas National Oilwell Varco, INC. Keppel Verolme BV Advanced Joining Technologies, Inc. Now, Inc. (dba DNOW LP) GE Power Conversion do Brasil Ltda Cameron France SAS Bentec GmbH Allrig, Inc. Chantier Naval et Industriel du Cameroun SA Rignet, Inc. International SOS Control Union Testing and Inspections BV Dynamic Drilling & Services Pvt. Ltd. Gecko ME Baker Manufacturing Company Mammoet Nederland BV Mammoet Europe BV Offshore Accommodation Contractors Hydril USA Distribution LLC De Nora Water Technologies Teco Solutions AS Crowner s Services BV Spinneys Abu Dhabi L.L.C. Electro-Flow Controls Ltd. Dunlop Oil & Marine Ltd. Thrustmaster of Texas, Inc. Deloitte Touche Tohmatsu Tax Pon Power BV Neptunus Power Plant Services Pvt. Ltd. Highland Rope Access Inspection Ltd. Revolver Administrative Agent & Collateral Agent JPMorgan Chase Bank, N.A. Professional Advisors to Revolver Administrative Agent & Collateral Agent 4

26 Case CSS Doc Filed 02/21/17 Page 15 of 38 Simpson Thacher & Bartlett LLP PJT Partners Inc. Landis Rath & Cobb LLP Term Loan Administrative Agent Cortland Capital Market Services LLC Professional Advisors to Ad Hoc Term Loan Lenders and Term Loan Administrative Agent Arnold & Porter Kaye Scholer LLP Potter Anderson & Coroon LLP FTI Consulting, Inc. Known Parties to Revolver (Agents, Arrangers and Bookrunners and Lenders) Bank of Tokyo-Mitsubishi UFJ, Ltd. Barclays Bank plc Citibank, N.A Crédit Agricole Corporate and Investment Bank Credit Suisse AG, Cayman Islands Branch Deutsche Bank Securities Inc. Deutsche Bank AG New York Branch HSBC Bank USA JPMorgan Chase Bank, N.A. J.P. Morgan Securities LLC Santander Bank Standard Chartered Bank Sumitomo Mitsui Banking Corporation Suntrust Bank Wells Fargo Bank, National Association Known Parties to Term Loan Agreement (as Agents, Arrangers and Bookrunners) Bank of Tokyo-Mitsubishi UFJ, Ltd. Barclays Bank plc Citibank, N.A Crédit Agricole Corporate and Investment Bank Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. HSBC Bank USA, National Association JPMorgan Chase Bank, N.A. J.P. Morgan Securities LLC Santander Bank, N.A. Standard Chartered Bank Sumitomo Mitsui Banking Corporation Suntrust Bank Wells Fargo Bank, National Association 5

27 Case CSS Doc Filed 02/21/17 Page 16 of 38 Known Term Loan Lenders 40/86 Advisors Inc. (as Agent) Aegon USA Investment Management (as Agent) Alcentra Inc. American Capital, Ltd. American Money Management Corporation Ares Management LLC (as Agent) Babson Capital Management LLC (as Agent) Bank of America, National Association Bank of the Cascades Canaras Capital Management LLC Castle Hill Asset Management LLC CIFC Asset Management Covenant Credit Partners Cratos Capital Partners LLC Credit Suisse Asset Management LLC (as Agent) Credit Suisse Group AG Cutwater Investment Management Eaton Vance Management (as Agent) Feingold O Keeffe Capital LLC Fraser Sullivan Investment Management LLC Greywolf Capital Management LP HRS Investment Holdings LLC Intermediate Capital Group plc Invesco Advisers Inc. (as Agent) Jefferies Finance LLC John Hancock Asset Management (as Agent) JPMorgan Chase Bank, NA KVK Investments, Inc. Logan Circle Partners LP Loomis Sayles and Company LP (as Agent) Lyon Capital Management Metropolitan Life Insurance Company MJX Asset Management LLC Napier Park Global Capital LLC New York Life Investment Management (as Agent) Newfleet Asset Management LLC (as Agent) Nomura Corporate Research & Asset Management Inc. (as Agent) Oaktree Capital Management LP Octagon Credit Investors LLC Orchard First Source Investments Pacific Investment Management Company LLC (as Agent) Pioneer Investment Management Inc. (as Agent) PPM America Incorporated (as Agent) Providence Equity Partners LLC Prudential Investment Management, Inc. 6

28 Case CSS Doc Filed 02/21/17 Page 17 of 38 Putnam Investment Management LLC (as Agent) SEIX Investment Advisors Incorporated (as Agent) Stone Harbor Investment Partners LP (as Agent) Sumitomo Mitsui Banking Corporation Taiwan Cooperative Bank, Ltd TCW Asset Management Co. (as Agent) Trimaran Advisors LLC Triumph Investment Management Valcour Capital Management LLC Wellington Management Company LLP (as Agent) West Gate Horizons Advisors LLC Western Asset Management Company (as Agent) ZAIS Capital Management Indenture Trustee for Senior Notes Deutsche Bank Trust Company Americas Deutsche Bank Luxembourg S.A. (as Paying Agent and Transfer Agent) Professional Advisors to Indenture Trustee Morgan, Lewis, & Bockius LLP Known Senior Noteholders AllianceBernstein, L.P. (U.S.) American Century Investment Management, Inc. Angelo Gordon & Co., LP Arosa Capital Management, L.P. Asset Allocation & Management Company, LLC Babson Capital Management, LLC Bank of America Merrill Lynch Proprietary Trading Barclays Capital, Inc. BlackRock Advisors, LLC BMO Asset Management Inc. Grosvenor Capital Management, L.P. Hotchkis and Wiley Capital Management, LLC Logan Circle Partners, L.P. Loomis Sayles & Company, L.P. Manulife Asset Management (U.S.), LLC Marathon Asset Management, L.P. MetLife Investment Advisors Company, LLC Oaktree Capital Management, L.P. Permit Capital, LLC Putnam Investment Management, LLC Ramat Securities, LTD South Dakota Investment Council State Street Global Advisors (SSgA) Stone Lion Capital Partners, L.P. 7

29 Case CSS Doc Filed 02/21/17 Page 18 of 38 TD Asset Management, Inc. United Heritage Life Insurance Co. USAA Asset Management Company Vertex One Asset Management, Inc. Voya Investment Management, LLC Wellington Management Company, LLP Professional Advisors to Ad Hoc Group of Senior Noteholders Paul, Weiss, Rifkind, Wharton & Garrison LLP Ducera Partners LLC Young Conaway Stargatt & Taylor, LLP Ashurst LLP Creel, García-Cuéllar, Aiza y Enriquez, S.C. Known Parties with Equity Ownership of Greater than 5% in the Debtors Donald Smith & Co., Inc. The Vanguard Group Towle and Co. Officers & Directors Officers Randall D. Randy Stilley Steven A. Manz Alejandra Veltmann Andrew W. Tietz Anirudha Sunil Pangarkar Julie A. Ferro Lee M. Ahlstrom Luis A. Jimenez Steven Donley Todd D. Strickler Todd McElreath William C. Charlie Yester Directors Anthony R. Chase David W. Wehlmann Dean E. Taylor J. Robinson West John P. Reddy Randall D. Randy Stilley Thomas L. Kelly II William L. Transier Julie J. Robertson 8