Case CSS Doc 244 Filed 04/08/16 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE

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1 Case CSS Doc 244 Filed 04/08/16 Page 1 of 4 UNITED STATES BANKRUPTCY COURT DISTRICT OF DELAWARE x : Chapter 11 In re : : Case No (CSS) PARAGON OFFSHORE PLC, et al., : : Jointly Administered : Debtors. 1 : : Re: Docket Nos. 11, 12, 13, 189, 190, 192, x 198, 215 & 216 CERTIFICATION OF COUNSEL REGARDING ORDER (I) APPROVING PROPOSED DISCLOSURE STATEMENT AND FORM AND MANNER OF NOTICE OF DISCLOSURE STATEMENT HEARING, (II) ESTABLISHING SOLICITATION AND VOTING PROCEDURES, (III) SCHEDULING CONFIRMATION HEARING AND (IV) ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION OF THE PROPOSED PLAN PURSUANT TO SECTIONS 105, 502, 1125, 1126, AND 1128 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002, 3003, 3017, 3018, 3020, AND 9006 AND LOCAL RULES , , AND The undersigned hereby certifies as follows: 1. February 14, 2016, Paragon Offshore plc and its affiliated debtors and debtors in possession (collectively, the Debtors ) filed the Motion of Debtors for Entry of an Order (I) Approving Proposed Disclosure Statement and Form and Manner of Notice of Disclosure Statement Hearing, (II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing and (IV) Establishing Notice and Objection Procedures for 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.4

2 Case CSS Doc 244 Filed 04/08/16 Page 2 of 4 Confirmation of the Proposed Plan Pursuant to Sections 105, 502, 1125, 1126, and 1128 of the Bankruptcy Code and Bankruptcy Rules 2002, 3003, 3017, 3018, 3020, and 9006 and Local Rules , , and (Docket No. 13) (the Motion ) with the United States Bankruptcy Court for the District of Delaware, 824 North Market Street, 3rd Floor, Wilmington, Delaware (the Bankruptcy Court ). 2. Pursuant to the Motion, the Debtors are seeking entry of an order (with accompanying exhibits thereto, the Proposed Order ) (i) approving the form and manner of notice and hearing to consider the Proposed Disclosure Statement for Joint Chapter 11 Plan of Paragon Offshore plc and Its Affiliated Debtors (Docket No. 12) (the Proposed Disclosure Statement ), filed on February 14, 2016, (ii) approving the Proposed Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code; (iii) scheduling a hearing (the Confirmation Hearing ) to consider confirmation of the Joint Chapter 11 Plan of Paragon Offshore plc and Its Affiliated Debtors (Docket No. 11) (the Proposed Plan ), 2 filed on February 14, 2016; (iv) approving the solicitation procedures for the Proposed Plan; and (v) approving certain confirmation procedures for the Proposed Plan, all as more fully set forth in the Motion. The Proposed Disclosure Statement and the Proposed Plan were subsequently amended. See Docket Nos. 189, 190, 215 & 216. A proposed form of order approving the relief requested in the Motion was attached to the Motion as Exhibit A. 3. On March 24, 2016, the Debtors filed the Notice of Filing of Revised Proposed Order (I) Approving Proposed Disclosure Statement and Form and Manner of Notice of Disclosure Statement Hearing, (II) Establishing Solicitation and Voting Procedures, (III) Scheduling Confirmation Hearing and (IV) Establishing Notice and Objection Procedures for Confirmation of the Proposed Plan Pursuant to Sections 105, 502, 1125, 1126, and 1128 of the 2 All capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Proposed Plan. RLF v.4 2

3 Case CSS Doc 244 Filed 04/08/16 Page 3 of 4 Bankruptcy Code and Bankruptcy Rules 2002, 2003, 3017, 3018, 3020, and 9006 and Local Rules , , and (Docket No. 192), which attached a revised version of the Proposed Order (the Revised Order ) as Exhibit A. 4. On April 6, 2016, the Bankruptcy Court held a hearing (the Disclosure Statement Hearing ) to consider the relief requested by the Motion. At the Disclosure Statement Hearing, the Bankruptcy Court granted the relief requested by the Motion. The Debtors have since modified the Revised Order (the Further Revised Order ) to reflect the scheduling of the Confirmation Hearing as set forth on the record at the Disclosure Statement Hearing and other corresponding changes as agreed to by and between the Debtors, the Secured Term Loan Agent, the Revolving Credit Facility Agent, and the ad hoc group of Senior Notes after the Disclosure Statement Hearing. The Debtors, counsel to the Secured Term Loan Agent, counsel to the Revolving Credit Facility Agent, counsel to the ad hoc group of Senior Notes and the Office of the United States Trustee for the District of Delaware have agreed to the form of the Further Revised Order. 5. A copy of the Further Revised Order is attached hereto as Exhibit A. For the convenience of the Bankruptcy Court and all parties in interest, a blackline of the Further Revised Order against the Revised Order is attached hereto as Exhibit B. RLF v.4 3

4 Case CSS Doc 244 Filed 04/08/16 Page 4 of 4 WHEREFORE, the Debtors respectfully request that the Further Revised Order, substantially in the form attached hereto as Exhibit A, be entered at the earliest convenience of the Bankruptcy Court. Dated: April 8, 2016 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) Alfredo R. Pérez (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.4 4

5 Case CSS Doc Filed 04/08/16 Page 1 of 54 EXHIBIT A RLF v.4

6 Case CSS Doc Filed 04/08/16 Page 2 of 54 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 Re: Docket Nos. 12, 13, 190, 192, 215, 241 & 242 ORDER (I) APPROVING PROPOSED DISCLOSURE STATEMENT AND FORM AND MANNER OF NOTICE OF DISCLOSURE STATEMENT HEARING, (II) ESTABLISHING SOLICITATION AND VOTING PROCEDURES, (III) SCHEDULING CONFIRMATION HEARING AND (IV) ESTABLISHING NOTICE AND OBJECTION PROCEDURES FOR CONFIRMATION OF THE PROPOSED PLAN PURSUANT TO SECTIONS 105, 502, 1125, 1126, AND 1128 OF THE BANKRUPTCY CODE AND BANKRUPTCY RULES 2002, 3003, 3017, 3018, 3020, AND 9006 AND LOCAL RULES , , AND Upon the motion, dated February 14, 2016 (the Motion ), 2 of Paragon Offshore plc and its affiliated debtors, as debtors and debtors in possession (collectively, the Debtors ), for (a) approval of the form and manner of notice and hearing to consider the Proposed Disclosure Statement for Second Amended Joint Chapter 11 Plan of Paragon Offshore PLC and Its Affiliated Debtors, filed April 4, 2016 (Docket No. 216), as further amended on the record at the Disclosure Statement Hearing (as defined below) and as filed on April 8, 2016 (Docket 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 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion. RLF V.1

7 Case CSS Doc Filed 04/08/16 Page 3 of 54 No. 241) (the Proposed Disclosure Statement ), (b) approval of the Proposed Disclosure Statement as containing adequate information pursuant to section 1125 of the Bankruptcy Code, (c) scheduling a hearing (the Confirmation Hearing ) to consider confirmation of the Second Amended Joint Chapter 11 Plan of Paragon Offshore PLC and Its Affiliated Debtors, filed April 4, 2016 (Docket No. 215), as further amended on the record at the Disclosure Statement Hearing (as defined below) and as filed on April 8, 2016 (Docket No. 242) (the Proposed Plan ), (d) approval of solicitation procedures for the Proposed Plan, and (e) approval of confirmation procedures for the Proposed Plan pursuant to sections 105, 502, 1125, 1126, and 1128 of title 11 of the Bankruptcy Code, Rules 2002, 3003, 3017, 3018, 3020, and 9006 of the Bankruptcy Rules and Rules , , and of the Local Rules, all as more fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein 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, 2012; and consideration of the Motion and the requested relief being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Motion having been provided to the parties listed therein, and it appearing that no other or further notice need be provided; and the Court having reviewed the Motion; and the Court having held the Disclosure Statement Hearing on April 6, 2016; and all objections to the Motion having been withdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases set forth in the Motion establish just cause for the relief granted herein; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their respective estates and creditors; and upon all of the proceedings had before the Court and after due deliberation and sufficient cause appearing therefor, RLF V.1 2

8 Case CSS Doc Filed 04/08/16 Page 4 of 54 IT IS FOUND AND DETERMINED THAT Notice of the Disclosure Statement Hearing and Disclosure Statement Objection Deadline A. The procedures proposed in the Motion providing notice to all parties of the time, date, and place of the hearing to consider approval of the Proposed Disclosure Statement (the Disclosure Statement Hearing ) and the deadline for filing objections to the Proposed Disclosure Statement, provide due, proper, and adequate notice, comport with due process and comply with Bankruptcy Rules 2002 and 3017 and Local Rules , , and No further notice is required. The Disclosure Statement B. The Proposed Disclosure Statement contains adequate information within the meaning of section 1125 of the Bankruptcy Code. No further information is necessary. Balloting and Voting Procedures C. The procedures set forth in the Motion for the solicitation and tabulation of votes to accept or reject the Proposed Plan provide for a fair and equitable voting process and are consistent with section 1126 of the Bankruptcy Code. Ballots D. The ballot substantially in the forms annexed hereto as Exhibits 2, 3-1, and 3-2 (collectively, the Ballots ), including all voting instructions provided therein, are consistent with Official Bankruptcy Form No. B 314, address the particular needs of these chapter 11 cases, and provide adequate information and instructions for each individual entitled to vote to accept or reject the Proposed Plan. No further information or instructions are necessary. RLF V.1 3

9 Case CSS Doc Filed 04/08/16 Page 5 of 54 Parties Entitled to Vote E. Pursuant to the Proposed Plan, holders of Claims in Class 3 (Revolving Credit Agreement Claims) and Class 5 (Senior Notes Claims) are impaired and are entitled to receive distributions under the Proposed Plan. Accordingly, holders of Allowed Claims in such classes are entitled to vote on account of such Claims. Parties Not Entitled to Vote F. Pursuant to the Proposed Plan, holders of Claims in Class 1 (Priority Non- Tax Claims), Class 2 (Other Secured Claims), Class 4 (Secured Term Loan Claims), Class 6 (General Unsecured Claims), Class 7 (Intercompany Claims), Class 8 (Parent Interests), and Class 9 (Intercompany Interests) are Unimpaired and, accordingly, pursuant to section 1126(f) of the Bankruptcy Code, are conclusively presumed to accept the Proposed Plan and are not entitled to vote on account of such Claims; provided, however, that nothing contained in this Order shall in any way affect the right or ability of the Secured Term Loan Agent, any holders of Secured Term Loan Claims, any holders of Priority Non-Tax Claims, or any holders of General Unsecured Claims to object to confirmation of the Proposed Plan on any basis within the time frame and in the manner set forth in this Order. Notice of Non-Voting Status G. The Notice of Non-Voting Status, substantially in the form attached hereto as Exhibit 4, complies with the Bankruptcy Code, applicable Bankruptcy Rules, and applicable Local Rules and, together with the Confirmation Hearing Notice, provides adequate notice to Non-Voting Creditors and Interest Holders of their non-voting status. No further notice is necessary. RLF V.1 4

10 Case CSS Doc Filed 04/08/16 Page 6 of 54 Solicitation H. The proposed distribution and contents of the Solicitation Packages comply with Bankruptcy Rules 2002 and 3017 and Local Rule and constitute sufficient notice to all interested parties of the Record Date, Voting Deadline, Plan Objection Deadline, Confirmation Hearing, and other related matters. I. The period proposed by the Debtors in the Motion during which the Debtors may solicit votes to accept or reject the Proposed Plan is a reasonable and sufficient period of time for Voting Classes to make an informed decision regarding whether to accept or reject the Proposed Plan and timely return Ballots evidencing such decision. Notice of Confirmation Hearing and Plan Objection Deadline J. The procedures set forth in the Motion, as modified by this Order, regarding notice to all parties of the time, date, and place of the hearing to consider confirmation of the Proposed Plan (the Confirmation Hearing ) and for filing objections or responses to the Proposed Plan, provide due, proper, and adequate notice, comport with due process and comply with Bankruptcy Rules 2002 and 3017 and Local Rule No further notice is required. K. All other notices to be provided pursuant to the procedures set forth in the Motion, as modified by this Order, are good and sufficient notice to all parties in interest of all matters pertinent hereto and of all matters pertinent to the Confirmation Hearing. No further notice is required. L. The legal and factual bases set forth in the Motion establish just and sufficient cause to grant the relief requested therein. IT IS HEREBY ORDERED THAT: 1. The Motion is granted as set forth herein. RLF V.1 5

11 Case CSS Doc Filed 04/08/16 Page 7 of 54 Disclosure Statement 2. The Proposed Disclosure Statement contains adequate information in accordance with section 1125 of the Bankruptcy Code and is approved. 3. All objections, if any, to the Proposed Disclosure Statement or Disclosure Statement procedures that have not been withdrawn or resolved as provided for in the record of the Disclosure Statement Hearing are overruled. 4. The form and manner of the notice of the Disclosure Statement Hearing complied with all applicable Bankruptcy Rules and Local Rules. 5. The Proposed Disclosure Statement (including all applicable exhibits thereto) provides sufficient notice of the injunction, exculpation, and release provisions contained in sections 10.6, 10.7, and 10.8 of the Proposed Plan in accordance with Bankruptcy Rule 3016(c). Solicitation and Voting Procedures Temporary Allowance / Disallowance of Claims 6. Solely for purposes of voting to accept or reject the Proposed Plan and not for the purpose of the allowance of, or distribution on account of, a Claim, and without prejudice to the rights of the Debtors in any other context, each Claim within a Class of Claims entitled to vote to accept or reject the Proposed Plan is temporarily Allowed in an amount equal to the amount of such Claim either as set forth in the Schedules or in a properly filed proof of claim; provided, however, that: (a) If a proof of claim was filed by the Record Voting Date in an amount that is liquidated, non-contingent, and undisputed such Claim is temporarily Allowed for voting purposes in the amount set forth on the proof of claim, unless such Claim is disputed as set forth in subparagraph (f) below; RLF V.1 6

12 Case CSS Doc Filed 04/08/16 Page 8 of 54 (b) (c) (d) (e) (f) (g) (h) If a Claim has been estimated or otherwise Allowed for voting purposes by order of this Court, such Claim is temporarily Allowed in the amount so estimated or Allowed by this Court; If a Claim is listed in the Schedules as contingent, unliquidated, or disputed and a proof of claim has not yet been filed as of the Record Voting Date, such Claim is disallowed for voting purposes and for purposes of allowance and distribution pursuant to Bankruptcy Rule 3003(c), unless such Claim is a Class 3 (Revolving Credit Agreement Claim) as set forth in subparagraph (e) below; If a proof of claim was filed by the Record Voting Date in an amount that is contingent or unliquidated, such Claim is accorded one vote and valued temporarily in the amount of one dollar ($1.00), unless such Claim is disputed as set forth in subparagraph (f) below or is a Class 3 (Revolving Credit Agreement Claim) as set forth in subparagraph (e) below; If a Claim is listed in the Schedules or on a proof of claim filed by the Record Voting Date as contingent, unliquidated, or disputed in part, such Claim is temporarily Allowed in the amount that is liquidated, noncontingent, and undisputed, unless such Claim is disputed as set forth in subparagraph (f) below, provided, however, that the holders of Claims in Class 3 (Revolving Credit Agreement Claims) shall be authorized to vote the full amount of their Revolving Credit Exposure (as defined in the Revolving Credit Agreement), including any portion that constitutes a contingent Claim; If the Debtors have filed an objection to or a request for estimation of a Claim on or before Friday, May 6, 2016, such Claim is temporarily disallowed, except as ordered by the Court before the Voting Deadline; provided, however, that, if the Debtors objection seeks to reclassify or reduce the Allowed amount of such Claim, then such Claim is temporarily Allowed for voting purposes in the reduced amount and/or as reclassified, except as may be ordered by this Court before the Voting Deadline; Holders of Revolving Credit Agreement Claims shall be authorized to vote the full amount of their Revolving Credit Exposure (as defined in the Revolving Credit Agreement), including any portion that constitutes a contingent Claim; and Each holder of Senior Notes Claims shall be authorized to vote the full amount of its Allowed Senior Notes Claims (as defined in the Proposed Plan). 7. If any creditor seeks to challenge the allowance of its Claim for voting purposes, such creditor shall file with this Court a motion for an order pursuant to Bankruptcy RLF V.1 7

13 Case CSS Doc Filed 04/08/16 Page 9 of 54 Rule 3018(a) temporarily allowing such Claim for voting purposes in a different amount (a Rule 3018(a) Motion ). Upon the filing of any such motion, such creditor s Ballot shall be counted in accordance with the above-designated guidelines unless temporarily Allowed in a different amount by an order of this Court entered prior to or concurrent with entry of an order confirming the Proposed Plan. Any Rule 3018(a) Motion must be filed on or before Wednesday, May 18, 2016 at 4:00 p.m. (prevailing Eastern Time). 8. Each creditor that votes to accept or reject the Proposed Plan is deemed to have voted the full amount of its Claim therefor. 9. KCC shall file its voting certification (the Voting Certification ) on or before Tuesday, June 7, 2016 and shall serve the Voting Certification on all parties having requested notice in these chapter 11 cases. The Record Voting Date 10. The Record Voting Date shall be set as Wednesday, April 6, Only holders of Claims as of the Record Voting Date shall be entitled to vote to accept or reject the Proposed Plan. 11. The record holders of Claims shall be determined, as of the Record Voting Date, based upon the records of the Debtors and KCC. Accordingly, any notice of claim transfer received by the record holder of the Debtors debt securities, the Debtors, KCC, or other similarly situated registrar after the Record Voting Date shall not be recognized for purposes of voting or receipt of the Proposed Plan confirmation materials. 12. With respect to transfers of Claims filed pursuant to Bankruptcy Rule 3001(e), the transferee shall be entitled to receive a Solicitation Package and, if the holder of such Claim is entitled to vote with respect to the Proposed Plan, cast a Ballot on account of such RLF V.1 8

14 Case CSS Doc Filed 04/08/16 Page 10 of 54 Claim only if: (a) all actions necessary to transfer such Claim are completed by the Record Voting Date or (b) the transferee files by the Record Voting Date (i) all documentation required by Bankruptcy Rule 3001(e) to evidence the transfer and (ii) a sworn statement of the transferor supporting the validity of the transfer. In the event a Claim is transferred after the Record Voting Date, the transferee of such Claim shall be bound by any vote on the Proposed Plan made by the holder of such Claim as of the Record Voting Date. Solicitation Packages 13. The Solicitation Packages are approved. 14. The Debtors shall mail the Solicitation Packages no later than Friday, April 22, 2016 (the Solicitation Date ) to the U.S. Trustee and holders of Claims in Voting Classes entitled to vote on the Proposed Plan as of the Record Voting Date as required by Bankruptcy Rule 3017(d). 15. Solicitation Packages shall contain a copy of: (a) (b) (c) (d) this Order (without attachments); the Confirmation Hearing Notice; a CD-ROM containing the Disclosure Statement, which shall include the Proposed Plan as an exhibit; and if the recipient is entitled to vote on the Proposed Plan, a Ballot customized for such holder in the form described below, and a postageprepaid return envelope. 16. Any creditor may request an additional copy of the Disclosure Statement (and attachments) in CD-ROM or paper format by telephone or by written request. Upon receipt of a telephonic or written request, the Debtors will provide such creditor with a paper copy of the Proposed Plan and the Disclosure Statement at no cost to the creditor within five (5) days thereafter. RLF V.1 9

15 Case CSS Doc Filed 04/08/16 Page 11 of The Debtors shall not be required to send Solicitation Packages to creditors that have Claims that have already been paid in full; provided, however, that if any such creditor would be entitled to receive a Solicitation Package for any other reason, then the Debtors shall send such creditor a Solicitation Package in accordance with the procedures set forth herein. 18. With respect to addresses from which Solicitation Packages are returned as undeliverable by the United States Postal Service, the Debtors are excused from mailing Solicitation Packages or any other materials related to voting or confirmation of the Proposed Plan to those entities listed at such addresses unless the Debtors are provided with accurate addresses for such entities before the Voting Deadline, and failure to mail Solicitation Packages or any other materials related to voting or confirmation of the Proposed Plan to such entities will not constitute inadequate notice of the Confirmation Hearing or the Voting Deadline and shall not constitute a violation of Bankruptcy Rule Notice of Non-Voting Status 19. The Notice of Non-Voting Status is approved. 20. To the holders of Claims or Interests in Non-Voting Classes, the Debtors shall send a Notice of Non-Voting Status substantially in the form attached hereto as Exhibit The Debtors shall not be required to provide the holders of Class 7 (Intercompany Claims) and Class 9 (Intercompany Interests) with a Notice of Non-Voting Status or any other type of notice in connection with solicitation of the Proposed Plan. Ballots 22. The Ballots are APPROVED. RLF V.1 10

16 Case CSS Doc Filed 04/08/16 Page 12 of The Voting Deadline shall be Tuesday, May 31, 2016 at 5:00 p.m. (prevailing Eastern Time). 24. All Ballots must be properly executed, completed, and delivered to KCC by first-class mail, overnight courier, or hand delivery, so that they are actually received by KCC no later than the Voting Deadline. 25. With respect to Ballots that will be sent to certain holders of Claims entitled to vote on the Proposed Plan in Class 5 (Senior Notes Claims), the Debtors propose to deliver Ballots to record holders of such Claims, including, without limitation, representatives such as brokers, banks, commercial banks, trust companies, dealers, or other agents or nominees (collectively, the Nominees ). Once the Record Voting Date has passed, the Debtors shall cause to be distributed, to each Nominee, reasonably sufficient numbers of Solicitation Packages, including a Master Ballot (as hereinafter defined) and sufficient beneficial ballots (the Beneficial Ballots ), to distribute via first class mail to the beneficial holders of the Senior Notes Claims as of the Record Voting Date for whom such Nominee acts (collectively, the Beneficial Holders ). 26. Such Nominees shall, upon receipt of the Solicitation Packages, promptly distribute such Solicitation Packages to Beneficial Holders (including Beneficial Ballots) using one of the following two methods (to be selected by the Nominee) within five (5) business days of receipt of the Solicitation Packages: (a) Pre-Validated Ballots: The Nominee may pre-validate a Beneficial Ballot by (i) signing the Beneficial Ballot and indicating on the Beneficial Ballot the name of the Nominee and DTC Participant Number, (ii) the amount and the account number of the Senior Notes Claims held by the Nominee for the Beneficial Holder, and (iii) forwarding such Beneficial Ballot, together with the Disclosure Statement, a pre-addressed, postagepaid return envelope addressed to, and provided by, KCC, and other materials requested to be forwarded, to the Beneficial Holder for voting. RLF V.1 11

17 Case CSS Doc Filed 04/08/16 Page 13 of 54 The Beneficial Holder must then complete the information requested in Item 2, Item 3, and Item 4 of the Beneficial Ballot, and return the Beneficial Ballot directly to KCC in the pre-addressed, postage-paid return envelope so that it is RECEIVED by KCC on or before the Voting Deadline. A list of the Beneficial Holders to whom pre-validated Beneficial Ballots were delivered should be maintained by Nominees for inspection for at least one (1) year from the Voting Deadline. (b) Master Ballots: If the Nominee elects not to pre-validate Beneficial Ballots, the Nominee may obtain the votes of Beneficial Holders by forwarding to the Beneficial Holders the unsigned Beneficial Ballots, together with the Disclosure Statement, a pre-addressed, postage-paid return envelope provided by, and addressed to, the Nominee, and other materials requested to be forwarded. Each such Beneficial Holder must then indicate his, her, or its vote on the Beneficial Ballot, complete the information requested on the Beneficial Ballot, review the certifications contained on the Beneficial Ballot, execute the Beneficial Ballot, and return the Beneficial Ballot to the Nominee. After collecting the Beneficial Ballots, the Nominee should, in turn, complete a master ballot (the Master Ballot ) compiling the votes and other information from the Beneficial Ballots, execute the Master Ballot, and deliver the Master Ballot to KCC so that it is RECEIVED by KCC on or before the Voting Deadline. All Beneficial Ballots returned by Beneficial Holders should either be forwarded to KCC (along with the Master Ballot) or retained by Nominees for inspection for at least one (1) year from the Voting Deadline. EACH NOMINEE SHOULD ADVISE ITS BENEFICIAL HOLDERS TO RETURN THEIR BENEFICIAL BALLOTS TO THE NOMINEE BY A DATE CALCULATED BY THE NOMINEE TO ALLOW IT TO PREPARE AND RETURN THE MASTER BALLOT TO KCC SO THAT IT IS RECEIVED BY KCC ON OR BEFORE THE VOTING DEADLINE. Tabulation Procedures 27. The following tabulation procedures are approved. (a) (b) Whenever a creditor casts more than one Ballot voting the same Claim(s) before the Voting Deadline, the last valid Ballot received on or before the Voting Deadline shall be deemed to reflect such creditor s intent, and thus, to supersede any prior Ballot. Whenever a creditor casts a Ballot that is properly completed, executed, and timely returned to KCC, but does not indicate either an acceptance or rejection of the Proposed Plan, the Ballot will not be counted. RLF V.1 12

18 Case CSS Doc Filed 04/08/16 Page 14 of 54 (c) (d) (e) (f) Whenever a creditor casts a Ballot that is properly completed, executed, and timely returned to KCC, but indicates both an acceptance and a rejection of the Proposed Plan, the Ballot will not be counted. A creditor shall be deemed to have voted the full amount of its Claim in each class and shall not be entitled to split its vote within a particular class. Any creditor s Ballot that partially accepts and partially rejects the Proposed Plan will not be counted. Whenever a creditor casts Ballots received by KCC on the same day, but which are voted inconsistently, such Ballots will not be counted. The following Ballots shall not be counted: i. Any Ballot received after the Voting Deadline, unless the Debtors shall have granted an extension of the Voting Deadline in writing with respect to such Ballot; ii. iii. iv. Any Ballot that is illegible or contains insufficient information to permit the identification of the claimant; Any Ballot cast by a person or entity that does not hold a Claim in a Class that is entitled to vote to accept or reject the Proposed Plan; Any Ballot cast by a person who is not entitled to vote, even if such individual holds a Claim in a Voting Class; v. Any unsigned Ballot; vi. vii. Any Ballot which the Court determines, after notice and a hearing, that such vote was not solicited or procured in good faith or in accordance with the provisions of the Bankruptcy Code; or Any Ballot transmitted to KCC by facsimile or other means not specifically approved herein. (g) A holder of Claims in more than one Class must use separate Ballots for each Class of Claims. 28. To assist in the solicitation process, KCC may, but is not obligated to, contact parties that submit incomplete or otherwise deficient ballots to make a reasonable effort to cure such deficiencies. RLF V.1 13

19 Case CSS Doc Filed 04/08/16 Page 15 of 54 The Confirmation Hearing 29. The Confirmation Hearing shall be held on Tuesday, June 21, 2016 at 10:00 a.m. (prevailing Eastern Time); provided, however, that the Confirmation Hearing may be adjourned or continued from time to time by the Court. Objection Procedures 30. The Debtors are authorized to file and serve a supplement to the Proposed Plan on or before Saturday, May 21, The deadline to object or respond to confirmation of the Proposed Plan shall be Friday, June 3, 2016 at 5:00 p.m. (prevailing Eastern Time). 32. Objections and responses, if any, to confirmation of the Proposed Plan, must: (a) be in writing, (b) conform to the Bankruptcy Rules and the Local Rules, (c) set forth the name of the objecting party, the nature and amount of Claims or Interests held or asserted by the objecting party against the Debtors estates or property, and (d) set forth the basis for the objection and the specific grounds therefor. 33. Registered users of this Court s case filing system must electronically file their objections and responses. All other parties in interest must file their objections and responses in writing with the United States Bankruptcy Court Clerk s Office, 824 Market Street, 3rd Floor, Wilmington, Delaware Pursuant to Bankruptcy Rule 3017, any objection or response also must be served upon and received by the following parties: RLF V.1 14

20 Case CSS Doc Filed 04/08/16 Page 16 of 54 Debtors Paragon Offshore plc 3151 Briarpark Drive Houston, TX Attn: Todd Strickler, Vice President, General Counsel, and Corporate Secretary Telephone: (832) Counsel to the Debtors Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York Attn: Gary T. Holtzer Stephen A. Youngman Telephone: (212) Counsel to the Ad Hoc Committee of Senior Noteholders Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY Attn: Andrew N. Rosenberg Elizabeth R. McColm Telephone: (212) Office of the U.S. Trustee Office of the U.S. Trustee for the District of Delaware 844 King Street, Suite 2207, Lockbox 35 Wilmington, Delaware Attn: Natalie Cox Co-Counsel to the Debtors Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, Delaware Attn: Mark D. Collins Amanda R. Steele Telephone: (302) Counsel to the Revolving Credit Facility Agent Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY Attn: Sandeep Qusba, Esq. Kathrine A. McLendon, Esq. Telephone: (212) no later than the Plan Objection Deadline. Pursuant to Bankruptcy Rule 3020(b), if no objection is timely filed, this Court may determine that the Proposed Plan has been proposed in good faith and not by any means forbidden by law without receiving evidence on such issues. 35. Objections to confirmation of the Proposed Plan that are not timely filed, served and actually received in the manner set forth above shall not be considered and shall be deemed overruled. RLF V.1 15

21 Case CSS Doc Filed 04/08/16 Page 17 of The Debtors are authorized to file and serve replies or an omnibus reply to any such objections along with their brief in support of confirmation of the Proposed Plan (the Confirmation Brief ) either separately or by a single, consolidated reply, on or before Tuesday, June 14, 2016 at 5:00 p.m. (prevailing Eastern Time). as Exhibit 1 is APPROVED. Confirmation Hearing Notice 37. The Confirmation Hearing Notice substantially in the form attached hereto General 38. The Debtors are authorized to make non-substantive changes in accordance with the terms of the Plan Support Agreement, dated February 12, 2016, to which each Debtor is a party, to the Proposed Disclosure Statement, the Proposed Plan, the Ballots, and related documents without further order of the Court, including, without limitation, changes to correct typographical and grammatical errors and to make conforming changes among the Proposed Disclosure Statement, the Proposed Plan, and any other materials in the Solicitation Packages prior to mailing. carry out this Order. 39. The Debtors are authorized to take all steps necessary or appropriate to 40. This Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, or enforcement of this Order. Dated:, 2016 Wilmington, Delaware THE HONORABLE CHRISTOPHER S. SONTCHI UNITED STATES BANKRUPTCY JUDGE RLF V.1 16

22 Case CSS Doc Filed 04/08/16 Page 18 of 54 EXHIBIT 1 Notice of Confirmation Hearing WEIL:\ \9\

23 Case CSS Doc Filed 04/08/16 Page 19 of 54 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 NOTICE OF (I) APPROVAL OF DISCLOSURE STATEMENT, (II) ESTABLISHMENT OF RECORD VOTING DATE, (III) HEARING ON CONFIRMATION OF THE PROPOSED PLAN, (IV) PROCEDURES FOR OBJECTING TO THE CONFIRMATION OF THE PROPOSED PLAN, AND (V) PROCEDURES AND DEADLINE FOR VOTING ON THE PROPOSED PLAN TO PARTIES IN INTEREST IN THE CHAPTER 11 CASES OF: Paragon Offshore Drilling LLC Case No Paragon Offshore plc Case No Paragon Drilling Services 7 LLC Case No Paragon Offshore Finance Company Case No Paragon Offshore Leasing (Switzerland) Case No GmbH Paragon Offshore do Brasil Ltda. Case No Paragon International Finance Company Case No Paragon Asset (ME) Ltd. Case No Paragon Offshore Holdings US Inc. Case No Paragon Asset (UK) Ltd. Case No Paragon FDR Holdings Ltd. Case No Paragon Offshore International Ltd. Case No 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 WEIL:\ \9\

24 Case CSS Doc Filed 04/08/16 Page 20 of 54 Paragon Offshore (North Sea) Ltd. Case No Paragon Duchess Ltd. Case No Paragon (Middle East) Limited Case No Paragon Offshore (Luxembourg) S.à r.l. Case No Paragon Holding NCS 2 S.à r.l. Case No Paragon Leonard Jones LLC Case No PGN Offshore Drilling (Malaysia) Sdn. Bhd. Case No Paragon Offshore (Nederland) B.V. Case No Paragon Offshore Contracting GmbH Case No Paragon Offshore (Labuan) Pte. Ltd. Case No Paragon Holding SCS 2 Ltd. Case No Paragon Asset Company Ltd. Case No Paragon Holding SCS 1 Ltd. Case No Paragon Offshore Leasing (Luxembourg) Case No S.à.r.l. PLEASE TAKE NOTICE THAT: 1. Approval of Disclosure Statement. On Wednesday, April 6, 2016, the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court ) held a hearing (the Disclosure Statement Hearing ) at which it approved the Disclosure Statement for the Second Amended Joint Chapter 11 Plan of Paragon Offshore Plc and Its Affiliated Debtors, filed on April 4, 2016, as further amended on the record at the Disclosure Statement Hearing and as filed on April 8, 2016 (as may be further amended, Disclosure Statement ) 2 of Paragon Offshore plc and its affiliated debtors in the above-captioned chapter 11 cases (collectively, the Debtors ), and thereafter entered an order (the Order ) with respect thereto. The Order, among other things, authorizes the Debtors to solicit votes to accept or reject the Second Amended Joint Chapter 11 Plan of Paragon Offshore Plc and Its Affiliated Debtors, filed on April 8, 2016 (Docket No. ) (as may be further amended, the Proposed Plan ). 2. Confirmation Hearing. A hearing to consider confirmation of the Proposed Plan (the Confirmation Hearing ) has been scheduled for June 21, 2016 at 10:00 a.m. (prevailing Eastern Time), before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, in the Bankruptcy Court. The Confirmation Hearing may be adjourned or continued from time to time by the Court. The Proposed Plan may be modified, if necessary, prior to, during, or as a result of the Confirmation Hearing. 3. Record Voting Date. The following holders of Claims against the Debtors as of Wednesday, April 6, 2016 (the Record Voting Date ) are entitled to vote on the Proposed Plan: (a) record holders, as of the Record Voting Date, of Claims listed on the Debtors schedules of liabilities, to the extent that such Claims (i) are listed in an amount greater than zero and are not identified as contingent, unliquidated, or disputed, and 2 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Disclosure Statement or the Proposed Plan, as applicable. 2 WEIL:\ \9\

25 Case CSS Doc Filed 04/08/16 Page 21 of 54 (ii) have not been superseded by a filed proof of claim, provided, however, that the holders of Claims in Class 3 (Revolving Credit Agreement Claims) shall be authorized to vote the full amount of their Revolving Credit Exposure (as defined in the Revolving Credit Agreement), including any portion that constitutes a contingent Claim; and (b) record holders as of the Record Voting Date, of Claims, to the extent that such Claims (i) are the subject of filed proofs of claim, (ii) have not been disallowed, expunged, disqualified, or suspended prior to the Record Voting Date, and (iii) are not the subject of a pending Claim objection or request for estimation as of the Record Voting Date, unless a Rule 3018(a) Motion (as defined below) has been filed. 4. Voting Deadline. All votes to accept or reject the Proposed Plan must be actually received by the Debtors voting and tabulation agent, Kurtzman Carson Consultants LLC, at the addresses set forth below, by no later than Tuesday, May 31, 2016 at 5:00 p.m. (prevailing Eastern Time) (the Voting Deadline ). Any failure to follow the voting instructions included with your Ballot may disqualify your Ballot and your vote. Class 3 (Revolving Credit Agreement Claims) Ballots Paragon Ballot Processing Center c/o KCC 2335 Alaska Avenue El Segundo, CA Class 5 Master Ballots 3 Paragon Ballot Processing Center c/o KCC 1290 Avenue of the Americas 9th Floor New York, NY Parties in Interest Not Entitled to Vote. Holders of Unimpaired Claims and Interests in classes deemed to accept the Proposed Plan are not entitled to vote and will not receive a Ballot. Such holders will instead receive the Notice of Non-Voting Status. If you disagree with the amount set forth by the Debtors for your Claim in the Schedules or if you have filed a proof of claim and disagree with either (a) the Debtors objection to your Claim and believe that you should be entitled to vote on the Proposed Plan or (b) the Debtors classification or request for estimation of your Claim and believe that you should be entitled to vote on the Proposed Plan in a different amount or class, then you must serve on the parties identified in paragraph 8 below and file with the Bankruptcy Court a motion (a Rule 3018(a) Motion ) for an order pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ) temporarily allowing your Claim in a different amount or in a different class for purposes of voting to accept or reject the Proposed Plan. All Rule 3018(a) Motions must be filed on or before Wednesday, May 18, 2016 at 4:00 p.m. Rule 3018(a) Motions that are not timely filed and served in the manner set forth above shall not be considered. As to any creditor filing a Rule 3018(a) Motion, such creditor s Ballot will be counted as provided in the Order except as may be otherwise ordered by the Bankruptcy Court. Creditors may contact Kurtzman Carson Consultants LLC in writing at 2335 Alaska Avenue, El Segundo, California 90245, or by telephone at (Toll-Free) or (if calling from outside the 3 If you receive a Class 5 Beneficial Ballot, please return such Beneficial Ballot to your Nominee. 3 WEIL:\ \9\

26 Case CSS Doc Filed 04/08/16 Page 22 of 54 US or Canada) to receive an appropriate Ballot for any Claim for which a proof of Claim has been timely filed and a Rule 3018(a) Motion has been granted. 6. Objections to Confirmation. The deadline to object or respond to confirmation of the Proposed Plan is Friday, June 3, 2016 at 5:00 p.m. (Prevailing Eastern Time) (the Plan Objection Deadline ). 7. Objections and responses, if any, to confirmation of the Proposed Plan, must: (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules; (c) set forth the name of the objecting party and the nature and amount of Claims or Interests held or asserted by the objecting party against the Debtors estates or property; and (d) provide the basis for the objection and the specific grounds therefor. 8. Registered users of the Bankruptcy Court s case filing system must electronically file their objections and responses. All other parties in interest must file their objections and responses in writing with the United States Bankruptcy Court Clerk s Office, 824 Market Street, 3rd Floor, Wilmington, Delaware to the attention of the chambers of the Honorable Christopher S. Sontchi, United States Bankruptcy Judge. Any objections or responses must be served so that they are actually received by the following parties no later than the Plan Objection Deadline: Debtors Paragon Offshore plc 3151 Briarpark Drive Houston, TX Attn: Todd Strickler, Vice President, General Counsel, and Corporate Secretary Telephone: (832) tstrickler@paragonoffshore.com Counsel to the Debtors Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York Attn: Gary T. Holtzer Stephen A. Youngman Telephone: (212) gary.holtzer@weil.com stephen.youngman@weil.com Office of the U.S. Trustee Office of the U.S. Trustee for the District of Delaware 844 King Street, Suite 2207, Lockbox 35 Wilmington, Delaware Attn: Natalie Cox Co-Counsel to the Debtors Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, Delaware Attn: Mark D. Collins Amanda R. Steele Telephone: (302) collins@rlf.com steele@rlf.com 4 WEIL:\ \9\

27 Case CSS Doc Filed 04/08/16 Page 23 of 54 Counsel to the Ad Hoc Committee of Senior Noteholders Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY Attn: Andrew N. Rosenberg Elizabeth R. McColm Telephone: (212) Counsel to the Revolving Credit Facility Agent Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY Attn: Sandeep Qusba, Esq. Kathrine A. McLendon, Esq. Telephone: (212) IF ANY OBJECTION TO CONFIRMATION OF THE PROPOSED PLAN IS NOT FILED AND SERVED STRICTLY AS PRESCRIBED HEREIN, THE OBJECTING PARTY WILL BE BARRED FROM OBJECTING TO CONFIRMATION OF THE PROPOSED PLAN AND WILL NOT BE HEARD AT THE CONFIRMATION HEARING. 10. Parties That Will Not Be Entitled to Vote or Receive Any Distribution. Any holder of a Claim, other than Class 3 (Revolving Credit Agreement Claims), that is scheduled in the Debtors Schedules at $0, or in an unknown amount, or as disputed, contingent, or unliquidated, and that has not filed a timely proof of claim, shall not be treated as a creditor with respect to such Claim for purposes of receiving distributions under the Proposed Plan. PLEASE NOTE THAT, NOTWITHSTANDING YOUR FAILURE TO FILE A PROOF OF CLAIM OR BE SCHEDULED, YOUR RIGHTS MAY NEVERTHELESS BE IMPAIRED BY THE PROPOSED PLAN. 11. Additional Information. Any party in interest wishing to obtain information about the solicitation procedures or copies of the Disclosure Statement or the Proposed Plan should contact the Debtors voting and tabulation agent, Kurtzman Carson Consultants LLC in writing at 2335 Alaska Avenue, El Segundo, California 90245, or by telephone at (Toll-Free) or (if calling from outside the US or Canada). Interested parties may also review the Disclosure Statement and the Proposed Plan free of charge at In addition, the Disclosure Statement and Plan are on file with the Bankruptcy Court and may be reviewed for a fee by accessing the Bankruptcy Court s website: Note that a PACER password and login are needed to access documents on the Bankruptcy Court s website. A PACER password can be obtained at: Copies of the Disclosure Statement and Proposed Plan may also be examined by interested parties during normal business hours at the office of the Clerk of the Bankruptcy Court. 12. Executory contracts and unexpired leases. All executory contracts and unexpired leases to which any of the Debtors are parties shall be deemed assumed as of the Effective Date and the payment of any applicable Cure Amount, except for an executory contract or unexpired lease that (a) has previously been assumed or rejected pursuant to a final order of the Bankruptcy Court, (b) is specifically designated as a contract or lease to be rejected on a schedule of contracts and leases filed and served prior to commencement of the Confirmation Hearing, (c) is the subject of a separate (i) assumption motion filed by the Debtors or (ii) rejection motion filed by the Debtors under section 365 of the Bankruptcy Code before the Confirmation Date, or (d) is the subject of a pending objection regarding assumption, cure, 5 WEIL:\ \9\