Case CSS Doc 1545 Filed 05/25/17 Page 1 of 15 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case CSS Doc 1545 Filed 05/25/17 Page 1 of 15 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) : : Jointly Administered Debtors. 1 : x Objection Deadline: 6/14/17 at 4:00 p.m. (ET) MONTHLY APPLICATION OF CLYDE & CO LLP, AS SPECIAL COUNSEL TO THE DEBTORS, FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JANUARY 1, 2017 THROUGH MARCH 31, 2017 Name of Applicant: Authorized to Provide Professional Services to: Date of Retention: Period for which compensation and reimbursement are sought: Amount of compensation sought as actual, reasonable, and necessary: Amount of expense reimbursement sought as actual, reasonable, and necessary: Clyde & Co LLP Debtors and Debtors in Possession April 4, 2016, effective as of February 14, 2016 January 1, 2017 through March 31, 2017 GBP188,476.00(80% of GBP 235,595.00)* GBP 89, ** This is a(n): monthly interim final application. 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 * Estimated U.S. equivalent $241, (80% of $301,985.69) using Reuters Exchange Rate as of April 25, ** Estimated U.S. equivalent $114, using Reuters Exchange Rate as of April 25, 2017.

2 Case CSS Doc 1545 Filed 05/25/17 Page 2 of 15 COMPENSATION BY PROFESSIONAL JANUARY 1, 2017 THROUGH MARCH 31, 2017 The attorneys who rendered professional services in these chapter 11 cases from January 1, 2017 through March 31, 2017 (the Fee Period ) are: NAME OF PROFESSIONAL POSITION DEPARTMENT YEAR ADMITTED HOURLY BILLING RATE (GBP) TOTAL BILLED HOURS TOTAL COMPENSATION (GBP) Andrew P Rourke Partner Oil and Gas Group , David P Bennet Partner Oil and Gas Group , Mark Walsh Partner Oil and Gas Group , Claudia Woodward Quail Associate Oil and Gas Group , Kirsty Garvey Associate Oil and Gas Group Amy Cardale Associate Oil and Gas Group , Mark De La Haye Associate Oil and Gas Group , John Dowlman Associate Oil and Gas Group ,263.2 Daniel Green Trainee Oil and Gas Group , Ross Howells Trainee Oil and Gas Group , Jack Birchenough Trainee Oil and Gas Group , Total for Attorneys , The paraprofessionals and other staff who rendered professional services in these chapter 11 cases during the Fee Period are: NAME OF PROFESSIONAL PERSON OR OTHER STAFF MEMBER POSITION DEPARTMENT HOURLY BILLING RATE TOTAL BILLED HOURS TOTAL COMPENSATION Kolade Kayode Paralegal Oil and Gas Group Total for Paraprofessionals and Other Staff

3 Case CSS Doc 1545 Filed 05/25/17 Page 3 of 15 The total fees for the Fee Period are: PROFESSIONALS BLENDED RATE (GBP) TOTAL BILLED HOURS TOTAL COMPENSATION (GBP) Partners , Associates , Paraprofessionals and Other Staff , Blended Attorney Rate/Total Attorney Fees Total Fees GBP 235, Less 20% Holdback GBP 47, Total Adjusted Fees GBP GBP188,476.00( * * Estimated U.S. equivalent $241, (80% of $301,985.69) using Reuters Exchange Rate as of April 25, COMPENSATION BY MATTER TASK CODE PROJECT CATEGORY TOTAL BILLED HOURS TOTAL COMPENSATION , /006 and /007 Jindal Arbitration , NAE Arbitration , TOTAL 235,

4 Case CSS Doc 1545 Filed 05/25/17 Page 4 of 15 EXPENSE SUMMARY EXPENSE CATEGORY AMOUNT (GBP) Meals Legal O/T Meals Support O/T Electronic Research Air Courier/Express Mail Travel Transportation Legal/Overtime Transportation Support/Overtime Transportation Local Meeting Airport Transportation Duplicating (photocopying) Document Scanning Counsel and Oversea Correspondents Fees 87, Transcripts Witness Familiarisation Hearing Venue TOTAL 89, ** ** Estimated U.S. equivalent $114, using Reuters Exchange Rate as of April 25,

5 Case CSS Doc 1545 Filed 05/25/17 Page 5 of 15 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) : : Jointly Administered Debtors. 1 : x Objection Deadline: 6/14/17 at 4:00 p.m. (ET) MONTHLY APPLICATION OF CLYDE & CO LLP, AS SPECIAL COUNSEL TO THE DEBTORS, FOR PAYMENT OF COMPENSATION AND REIMBURSEMENT OF EXPENSES FOR THE PERIOD JANUARY 1, 2017 THROUGH MARCH 31, 2017 Pursuant to sections 105(a), 330, and 331 of title 11 of the United States Code (the Bankruptcy Code ), Rule 2016 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ) and the Court s Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals (Docket No. 230) (the Interim Compensation Order ), Clyde & Co LLP ( Clyde & Co ), special counsel for Paragon Offshore plc and its affiliated debtor as debtors and debtors in possession (collectively, the Debtors ), hereby files this fee application 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

6 Case CSS Doc 1545 Filed 05/25/17 Page 6 of 15 (the Application ) for payment of compensation for professional services rendered to the Debtors and for reimbursement of actual and necessary expenses incurred in connection therewith for the period commencing January 1, 2017 through March 31, 2017 (the Fee Period ). In support of the Application, Clyde & Co respectfully represents as follows: Jurisdiction 1. This Court has jurisdiction to consider this matter 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 February 29, This is a core proceeding pursuant to 28 U.S.C. 157(b) and, pursuant to Local Rule (f), the Debtors consent to the entry of a final order by the Court in connection with this Motion to the extent that it is later determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the United States Constitution. Venue is proper before this Court pursuant to 28 U.S.C and Background 2. 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. The Debtors chapter 11 cases have been consolidated for procedural purposes only and are being jointly administered pursuant to Bankruptcy Rule 1015(b). The Debtors continue to operate their business and manage their property as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or statutory committee of creditors has been appointed in these chapter 11 cases. 3. The Court authorized the Debtors to retain Clyde & Co as their attorneys in these chapter 11 cases pursuant to an order entered on April 4, 2016 (Docket No. 224) (the 5

7 Case CSS Doc 1545 Filed 05/25/17 Page 7 of 15 Retention Order ). Additionally, pursuant to the Interim Compensation Order, the Court authorized Clyde & Co to file this Application for monthly compensation. Clyde & Co has prepared this Application in accordance with the procedures set forth in the Interim Compensation Order. Summary of Professional Compensation and Reimbursement of Expenses Requested 4. By this Application, Clyde & Co requests interim allowance and payment of GBP188,476.00(80% of GBP 235,595.00) 2 as compensation for professional services rendered during the Fee Period and allowance and payment of GBP 89, as reimbursement for actual and necessary expenses incurred by Clyde & Co during the Fee Period. All services for which compensation is requested by Clyde & Co were performed for or on behalf of the Debtors. 5. As explained in the Fee Application dated December 2, 2016, on 8 November 2016, Paragon Offshore Drilling Inc (Paragon), received from the ICC Secretariat the Award in its arbitration with Jindal Drilling & Industries Ltd ("Jindal"). 6. In light of the successful Final Award, which is in addition to the US$14,433, Clyde & Co had successfully obtained for the Debtor in these proceedings, Clyde & Co was entitled to further invoice the Debtor in the manner explained previously in paragraphs 7 to 11 of Clyde & Co's Application of December 2, In regard to the arbitration against NAE, Clyde & Co continues to invoice at the rates, incorporating a 10% discount to standard rates as explained in previous Applications to the Court. 2 * Estimated U.S. equivalent $241, (80% of $301,985.69) using Reuters Exchange Rate as of April 25, Estimated U.S. equivalent $114, using Reuters Exchange Rate as of April 25,

8 Case CSS Doc 1545 Filed 05/25/17 Page 8 of During the Fee Period, Clyde & Co received no payment (other than the compensation and reimbursement already sought in Fee Applications dated 20 July 2016 and 2 December 2016) and no promises of payment from any source for services rendered or to be rendered in any capacity whatsoever in connection with the matters covered by this Application. There is no agreement or understanding between Clyde & Co and any other person, other than members of the firm, for the sharing of compensation to be received for services rendered in these cases. 9. The fees charged by Clyde & Co in these cases are billed in accordance with its existing billing rates, procedures and agreements (as described in previous Applications to the Court) with the Debtor in effect during the Fee Period, and in accordance with the Retention Order. The rates Clyde & Co charges for the services rendered by its professionals and paraprofessionals in these chapter 11 cases are reasonable based on the customary compensation charged by comparably skilled practitioners in comparable non-bankruptcy cases in a competitive national legal market. 10. Clyde & Co maintains computerized records of the time spent by all Clyde & Co attorneys and paraprofessionals in connection with its representation of the Debtors and non-debtor affiliates. Annexed hereto as Exhibit A are copies of Clyde & Co s itemized time records for professionals and paraprofessionals performing services for the Debtors during the Fee Period. Clyde & Co s time records comply with the requirements set forth in Local Rule , the Department of Justice Appendix B Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed Under United States Code by Attorneys in Larger Chapter 11 Cases (the Guidelines ), including the use of itemized time entries and separate matter numbers for different project types, as hereinafter described in greater detail. 7

9 Case CSS Doc 1545 Filed 05/25/17 Page 9 of 15 Summary of Services 11. The professional services performed by Clyde & Co were necessary and appropriate to the administration of the Debtors chapter 11 cases. Compensation for the services requested in connection with the Jindal and NAE Arbitration is commensurate with the complexity, importance, and nature of the problems, issues, or tasks involved. The professional services were performed with expedition and in an efficient manner under all work codes but in particular due to an expedited timetable being in place on the Jindal Arbitration. As explained above, Clyde & Co have successfully recovered to date four instalments of US$3,608, (received on March 29, April 22, May 24, and June 24, 2016), a total of US $14,433, from the Debtors opponents in the Jindal Arbitration matter and obtained a Final Award in the Debtor's favour amounting to US$37,323, (which figures includes a figure of US$2,758, for the Debtor to recover the fees and expenses paid to Clyde & Co). 12. The following is a summary of the significant professional services rendered by Clyde & Co during the Fee Period. This summary is organized in accordance with the internal system of work codes set up by Clyde & Co at the outset of these chapter 11 cases. 4 If a work code does not appear below, then Clyde & Co did not bill time for that work code during the Fee Period, but may bill time for that work code in the future. 4 Exhibit A annexed hereto provides a more detailed description of the services provided, and reference should be made thereto for a complete recitation of such services. 8

10 Case CSS Doc 1545 Filed 05/25/17 Page 10 of 15 Jindal Arbitration Fees: GBP 18,668.00; Total Hours: Work code B110 B120 C400 L140 L190 L390 L440 L470 P200 Work Description Billed Hours Amount (GBP) Case Administration , Asset Analysis and Recovery , Third Party Communication Document / File Management Other Case Assesment, Development and Administration , Other Discovery Other Trial Preparation and Support , Enforcement , Fact Gathering / Due Diligence , NAE Arbitration Fees: GBP216,927.00; Total Hours: Work code L110 L120 L130 L140 L150 L160 L190 L210 L230 L250 L310 L320 L410 L420 L430 Work Description Billed Hours Amount (GBP) Fact Investigation / Development , Analysis / Strategy , Experts / Consultants , Document / File Management Budgeting , Settlement / Non-Binding ADR Other Case Assesment, Development and Administration , Pleadings , Court Mandated Conferences , Other Written Motions and Submissions , Written Discovery Document Production , Fact Witnesses , Expert Witnesses , Written Motions and Submissions ,

11 Case CSS Doc 1545 Filed 05/25/17 Page 11 of 15 L440 L450 Other Trial Preparation and Support Trial and Hearing Attendance , , The foregoing professional services performed by Clyde & Co were necessary and appropriate to the administration of the Debtors chapter 11 cases. Compensation for the foregoing services as requested is commensurate with the complexity, importance, and nature of the problems, issues, or tasks involved. The professional services were performed with expedition and in an efficient manner. Actual and Necessary Disbursements 14. Clyde & Co requests allowance of actual and necessary expenses incurred during the Fee Period in the aggregate amount of GBP89, Annexed hereto as Exhibit B are copies of Clyde & Co s itemized actual and necessary expenses. Clyde & Co s disbursement policies pass through all out-of-pocket expenses at actual cost or an estimated actual cost when the actual cost is difficult to determine. Similarly, as it relates to computerized research, Clyde & Co believes that it does not make a profit on that service as a whole although the cost of any particular search is difficult to ascertain. Other reimbursable expenses (whether the service is performed by Clyde & Co in-house or through a third-party vendor) include, but are not limited to, overtime meals, deliveries, travel, local transportation, duplicating compact disks and document scanning. Reservation 15. To the extent time or disbursement charges for services rendered or disbursements incurred relate to the Fee Period but were not processed prior to the preparation of this Application, or Clyde & Co has for any other reason not sought compensation or 10

12 Case CSS Doc 1545 Filed 05/25/17 Page 12 of 15 reimbursement of expenses herein with respect to any services rendered or expenses incurred during the Fee Period, Clyde & Co reserves the right to request additional compensation for such services and reimbursement of such expenses in a future application. Notice 16. Notice of this Application shall be given to: (i) Paragon Offshore plc, 3151 Briarpark Drive, Houston, Texas 77042, Attn: Todd R. Strickler, Vice President, General Counsel, and Corporate Secretary; (ii) counsel to the Debtors, Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York 10153, Attn: Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq.; (iii) co-counsel to the Debtors, Richard, Layton & Finger, P.A., 920 N. King Street, One Rodney Square, Wilmington, Delaware 19807, Attn: Mark D. Collins, Esq. and Amanda R. Steele, Esq.; (iv) the Office of the United States Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, Delaware 19801; (v) 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, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, Attn: Sandeep Qusba, Esq. and Kathrine McClendon, Esq.; (vi) counsel to Cortland Capital Market Services LLC, as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, Kaye Scholer LLP, 250 West 55th Street, New York, New York 10019, Attn: Mark F. Liscio, Esq.; (vii) counsel to the 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, Morgan, Lewis, & Bockius LLP, 101 Park Avenue, New York, New York 10178, Attn: James 0. Moore, Esq., Glenn E. Siegel, Esq., and Joshua Dorchak, Esq.; and (viii) 11

13 Case CSS Doc 1545 Filed 05/25/17 Page 13 of 15 counsel to the Official Committee of Unsecured Crdeditors, Attn: Andrew N. Rosenberg, Esq. and Elizabeth R. McColm, Esq. 17. Clyde & Co respectfully submits that no further notice of this Application is required. 12

14 Case CSS Doc 1545 Filed 05/25/17 Page 14 of 15 WHEREFORE Clyde & Co respectfully requests (i) interim allowance of compensation for professional services rendered to the Debtors during the Fee Period in the amount of GBP 188,476.00for actual and necessary costs, and for expenses incurred by Clyde & Co during the Fee Period in the amount of GBP 89,176.93, (ii) that, in accordance with the Interim Compensation Order, the Court direct the Debtors to pay Clyde & Co a total of GBP 277, representing 80% of the total amount of fees allowed and 100% of the expenses allowed, (iii) that the interim allowance of such compensation for professional services rendered and reimbursement of actual and necessary expenses incurred be without prejudice to Clyde & Co s right to seek such further compensation for the full value of services performed and expenses incurred, and (iv) that the Court grant Clyde & Co such other and further relief as is just. Dated: May 25, 2017 London, England /s/ David Peter Bennet CLYDE & CO LLP David Peter Bennet Partner Special Counsel to the Debtors and Debtors in Possession 13

15 Case CSS Doc 1545 Filed 05/25/17 Page 15 of 15 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) : : Jointly Administered Debtors. 1 : x DECLARATION OF DAVID PETER BENNET I, David Peter Bennet, hereby declare the following under penalty of perjury: 1. I am a member with the applicant firm, Clyde & Co LLP. 2. I have personally performed certain of the legal services rendered by Clyde & Co LLP as special counsel to the Debtors and am familiar with the other work performed on behalf of the Debtors by the lawyers in the firm. 3. I have reviewed the foregoing Application, and the facts set forth therein are true and correct to the best of my knowledge, information and belief. Moreover, I have reviewed Local Rule and submit that the Application complies with such rule. Dated: May 25, 2017 London, England /s/ David Peter Bennet David Peter Bennet 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

16 Case CSS Doc Filed 05/25/17 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x In re : Chapter 11 : PARAGON OFFSHORE PLC, et al., : Case No (CSS) : : Jointly Administered Debtors. 1 : : Obj. Deadline: June 14, 2017 at 4:00 p.m. (ET) x NOTICE OF FEE APPLICATION PLEASE TAKE NOTICE that Clyde & Co LLP (the Applicant ) has today filed the attached Monthly Application of Clyde & Co LLP, as Special Counsel to the Debtors, for Payment of Compensation and Reimbursement of Expenses for the Period January 1, 2017 through March 31, 2017 (the Application ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, Wilmington, Delaware (the Bankruptcy Court ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Application must be made in accordance with the Order Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [D.I. 230] (the Interim Compensation Order ) and must be filed with the Clerk of the Bankruptcy Court and be served upon (i) the 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 RLF v.1

17 Case CSS Doc Filed 05/25/17 Page 2 of 4 above-captioned debtors (the Debtors ), Paragon Offshore plc, 3151 Briarpark Drive, Houston, Texas 77042, (Attn: Todd R. Strickler, Vice President, General Counsel and Corporate Secretary); (ii) counsel to the Debtors, Weil, Gotshal & Manges, LLP, 767 Fifth Avenue, New York, New York 10153, (Attn: Gary T. Holtzer, Esq. and Stephen A. Youngman, Esq.); (iii) Delaware co-counsel to the Debtors, Richards, Layton & Finger, P.A., 920 North King Street, One Rodney Square, Wilmington, DE 19801, (Attn: Mark D. Collins, Esq. and Amanda R. Steele, Esq.); (iv) the Office of The United States Trustee for the District of Delaware, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE (Attn: Benjamin Hackman, Esq.); (v) 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, Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York (Attn: Sandeep Qusba, Esq. and Katherine McClendon, Esq.); (vi) counsel to Cortland Capital Market Services LLC, as administrative agent under the Senior Secured Term Loan Agreement, dated as of July 18, 2014, Freshfields Bruckhaus Deringer, 601 Lexington Avenue, 31st Floor, New York, New York (Attn: Mark F. Liscio, Esq. and Scott D. Talmadge, Esq.); (vii) counsel to the 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, Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York (Attn: James O. Moore, Esq., Glenn E. Siegel, Esq. and Joshua Dorchak, Esq.); (viii) counsel to the Official Committee of Unsecured Creditors, Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New York, New York (Attn: Andrew N. Rosenberg, Esq.) and (ix) co-counsel to the Official Committee of Unsecured Creditors, Young Conaway Stargatt & Taylor LLP, Rodney Square, 1000 North King Street, Wilmington, RLF v.1 2

18 Case CSS Doc Filed 05/25/17 Page 3 of 4 Delaware (Attn: Pauline K. Morgan) so as to be received by no later than June 14, 2017 at 4:00 p.m. (Eastern Daylight Time) (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that if no objections to the Application are filed, served and received prior to the Objection Deadline, the Applicant may file a certification of no objection with the Bankruptcy Court, after which the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant an amount equal to 80% of the fees and 100% of the expenses requested in its Application without the need for further order of the Bankruptcy Court. RLF v.1 3

19 Case CSS Doc Filed 05/25/17 Page 4 of 4 PLEASE TAKE FURTHER NOTICE that if an objection to the Application is filed, served and received prior to the Objection Deadline, the Debtors shall be authorized by the Interim Compensation Order to pay the Applicant 80% of the fees and 100% of the expenses requested in the Application not subject to such objection without the need for further order of the Bankruptcy Court. Dated: May 25, 2017 Wilmington, Delaware /s/ Joseph C. Barsalona II 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) 767 Fifth Avenue New York, New York Telephone: (212) Facsimile: (212) Attorneys for the Debtors and Debtors in Possession RLF v.1 4

20 Case CSS Doc Filed 05/25/17 Page 1 of 1 EXHIBIT A (Filed Under Seal)

21 Case CSS Doc Filed 05/25/17 Page 1 of 2 Exhibit B Jindal Arbitration Rate (GBP) Amou nt (GBP) 13,386 Date Description CLASIS LAW - Overseas Correspondent - 01/02/ DEL/SL/270/ ,933. CLASIS LAW - Overseas Correspondent - 10/02/ DEL/SL/897/ CITY CABS & CARS LTD /06/16 08/07/ claudio chertsey street - godalming CITY CABS & CARS LTD /06/16 KIRSTY GOWEN 0 STOKE ROAD - 08/07/ STRATHVILLE ROAD WILLIAMS LEA LTD - - CLYD /07/2016-KMG-EC3-EC4-ANTONY 20/07/ LAWRENCE WILLIAMS LEA LTD - - CLYD /07/2016-AA-EC4-GU1-ANTHONY 08/08/ LAWRENCE VIKRAM S NANKANI - Overseas Correspondent - BALPAY RE VCH 1100-V INR 15/11/ , /01/ A4 Black & White Copies 26/01/ A4 Black & White Copies 30/01/ Clyde Lever Arch File 30/01/ A4 Black & White Copies 30/01/ A4 Black & White Copies 30/01/ A4 Black & White Copies 07/02/ A4 Black & White Copies 1

22 Case CSS Doc Filed 05/25/17 Page 2 of 2 15/11/ DIAMOND LOGISTICS - Courier Fees : GUILDFORD/EC3A 4EF 09/11/16 21/02/ , CLASIS LAW - Overseas Correspondent - DEL/SL/1105/ /11/ DIAMOND LOGISTICS - Courier Fees : GUILDFORD/EC3A 4AF 17/11/16 15/01/ , CLASIS LAW - Overseas Correspondent DEL/SL/981/ /03/ KEVIN BUTTERILL - Sundry Expenses - EXPS TB SEAGATE EXTERNAL HARD DRIVE TO ARCHIVE SOURCE AND INTELLA EXPORT 18/03/ , CLASIS LAW - Overseas Correspondent - DELSL NAE Arbitration Amount Date Quantity (GBP) Description 03/01/ DIAMOND LOGISTICS - Courier Fees : GUILDFORD/WC1R 5AT/EC4Y 7DS/WC2R 3LD 03/01/17 19/01/ WORDWAVE INTERNATIONAL LTD - Transcripts - SINV /01/ WILLIAMS LEA LTD - - CLYD /01/2017-AA-EC3-WC1-TREVOR SMALLEY 14/02/ UPS LIMITED /02/17 CLYDE GUILDFORD - PROFESSOR DOUG JONES AUSTRALIA 07/03/2017 4, A4 Black & White Copies 20/03/ , MR. ROBERT BRIGHT QC - Counsel fee