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INTRODUCTION

The Debtors propose the following joint plan of reorganization for the resolution of the outstanding Claims against and Interests in the Debtors. Reference is made to the Disclosure Statement for a discussion of (i) the Debtors’ history, business, and operations, (ii) a summary and analysis of this Plan, and (iii) certain related matters, including risk factors relating to the consummation of this Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019, the Debtors reserve the right to alter, amend, modify, revoke, or withdraw this Plan, with the consent of the Required Consenting Creditors and QPGL, in each case, subject to the ECA Document Requirements, prior to its substantial consummation.

ARTICLE I

DEFINED TERMS AND RULES OF INTERPRETATION

Defined Terms . As used herein, capitalized terms shall have the meanings set forth below. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable.

1.1 2017 Noteholders means, collectively, the record holder of and owners of beneficial interests in the 2017 Notes.

1.2 2017 Notes Claim means a Claim arising out of or related to the 2017 Notes and the 2017 Notes Indenture.

1.3 2017 Notes Claims Allocation means (a) the Market Value of the 2017 Notes Claims, divided by (b) the Equitizing Securities’ Aggregate Market Value.

1.4 2017 Notes Indenture means that certain Indenture dated November 28, 2012 among PDV as issuer, PDSA as guarantor, and the 2017 Notes Indenture Trustee (as amended, supplemented, or otherwise modified from time to time).

1.5 2017 Notes Indenture Trustee means Deutsche Bank Trust Company Americas, in its capacity as indenture trustee, collateral agent, and in each other capacity for which it serves under or in connection with the 2017 Notes; provided that if the context requires only certain of the foregoing capacities, then only in such capacity(ies).

1.6 2017 Notes means those certain 7.250% senior secured notes due 2017 issued by PDV pursuant to the 2017 Notes Indenture.

1.7 2020 Noteholders means, collectively, the record holder of and owners of beneficial interests in the 2020 Notes.

1.8 2020 Notes Claim means a Claim arising out of or related to the 2020 Notes and the 2020 Notes Indenture.

1.9 2020 Notes Claims Allocation means the (x) Market Value of the 2020 Notes Claims, divided by (y) the Equitizing Securities’ Aggregate Market Value.

1.10 2020 Notes Indenture means that certain Indenture dated June 3, 2013 among PDSA, the Pool A Guarantors, and the 2020 Notes Indenture Trustee (as amended, supplemented, or otherwise modified from time to time).

1.11 2020 Notes Indenture Trustee means Deutsche Bank Trust Company Americas in its capacity as indenture trustee and in each other capacity for which it serves under or in connection with the 2020 Notes; provided that if the context requires only certain of the foregoing capacities, then only in such capacity(ies).

1.12 2020 Notes means those certain 5.375% senior secured notes due 2020 issued by PDSA on June 3, 2013 pursuant to the 2020 Notes Indenture.

1.13 Accrued Professional Compensation means, at any date, and regardless of whether such amounts are billed or unbilled, all of a Professional’s accrued and unpaid fees (including success fees) and reimbursable expenses for services rendered in the Chapter 11 Cases through and including such date, whether or not such Professional has filed a fee application for payment of such fees and expenses, (a) all to the extent that any such fees and expenses have not been previously paid (regardless of whether a fee application has been filed for any such amount) and (b) after applying any retainer that has been provided by the Debtors to such Professional and not previously applied. No amount of a Professional’s fees and expenses denied under a Final Order shall constitute Accrued Professional Compensation.

1.14 Ad Hoc Group means those certain 2017 Noteholders, 2020 Noteholders, and Term Loan B Lenders identified in the Fifth Amended Verified Statement of the Ad Hoc Group of Debtholders Pursuant to Bankruptcy Rule 2019 dated September 17, 2018 [Docket No. 596].

1.15 Administrative Claim means a Claim for costs and expenses of administration of the Chapter 11 Cases under sections 328, 330, 363, 364(c)(1), 365, 503(b), or 507(b) of the Bankruptcy Code, including, but not limited to: (a) any actual and necessary costs and expenses, incurred on or after the Petition Date and through the Effective Date, of preserving the Estates and operating the businesses of the Debtors; (b) Professional Fee Claims; (c) all fees and charges assessed against the Estates under chapter 123 of title 28 of the United States Code; (d) the QP Group Expense Reimbursement; and (e) all other Claims entitled to administrative Claim status pursuant to an order of the Bankruptcy Court.

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1.16 Administrative Claims Bar Date means the first Business Day that is thirty (30) days following the Effective Date, except as otherwise specifically set forth in this Plan.

1.17 Administrative Claims Objection Bar Date means the first Business Day that is 120 days following the Effective Date, except as otherwise specifically set forth in this Plan; provided , that the Administrative Claims Objection Bar Date may be extended pursuant to an order of the Bankruptcy Court upon a motion filed by the Reorganized Debtors after notice and a hearing.

1.18 Affiliate means, with respect to any Person, “affiliate” as defined in section 101(2) of the Bankruptcy Code, as if such Person were a Debtor.

1.19 Affiliate Transferee has the meaning set forth in the Equity Commitment Agreement.

1.20 Agents means, collectively, the 2017 Notes Indenture Trustee, the 2020 Notes Indenture Trustee, the DIP Agent, the Pari Passu Collateral Agent, the RCF Administrative Agent, the SSCF Administrative Agent, and the Term Loan B Administrative Agent.

1.21 Allowed means, with respect to a Claim against any Debtor, except as otherwise provided herein, (a) a Claim that is (i) listed in the Schedules as of the Effective Date as neither disputed, contingent, nor unliquidated, and for which no Proof of Claim has been timely filed, or (ii) evidenced by a valid Proof of Claim or request for payment of Administrative Claim, as applicable, filed by the applicable Bar Date, and as to which the Debtors or other parties in interest have not filed an objection to the allowance thereof by the Claims Objection Deadline, or (b) a Claim that is Allowed under this Plan or any stipulation or settlement approved by, or Final Order of, the Bankruptcy Court; provided , however , that any Claims allowed solely for the purpose of voting to accept or reject this Plan pursuant to an order of the Bankruptcy Court will not be considered “Allowed Claims” under this Plan. Notwithstanding the foregoing, a Claim shall not be Allowed and shall not be entitled to a distribution under this Plan to the extent it has been satisfied prior to the Effective Date. If a Claim is Allowed only in part, references to Allowed Claims include and are limited to the Allowed portion of such Claim. Notwithstanding anything to the contrary herein, no Claim that is disallowed in accordance with Bankruptcy Rule 3003 or section 502(d) of the Bankruptcy Code is Allowed and each such Claim shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court.

1.22 Amended By-Laws means, with respect to a Reorganized Debtor, where applicable, such Reorganized Debtor’s amended or amended and restated by-laws or operating agreement, a substantially final form of which will be contained in the Plan Supplement to the extent they contain material changes to the existing documents.

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1.23 Amended Certificate of Incorporation means, with respect to each Reorganized Debtor, where applicable, such Reorganized Debtor’s amended or amended and restated certificate of incorporation, or certificate of formation, a substantially final form of which will be contained in the Plan Supplement.

1.24 Assumed Contracts means those Executory Contracts and Unexpired Leases to be assumed by the applicable Reorganized Debtors pursuant to this Plan.

1.25 Avoidance Action means any claim or Cause of Action of an Estate arising out of or maintainable pursuant to sections 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code or under any other similar applicable law, regardless of whether or not such action has been commenced prior to the Effective Date.

1.26 Ballot means each of the ballot forms distributed to each Holder of a Claim that is entitled to vote to accept or reject this Plan and on which the Holder is to indicate, among other things, acceptance or rejection of this Plan.

1.27 Bankruptcy Code means title 11 of the United States Code, as now in effect or hereafter amended, to the extent such amendments apply to the Chapter 11 Cases.

1.28 Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York.

1.29 Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, as now in effect or hereafter amended.

1.30 Bar Date means, as applicable: (a) the General Bar Date; (b) the later of (i) the General Bar Date and (ii) 5:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days after entry of a Bankruptcy Court order pursuant to which Executory Contracts or Unexpired Leases are rejected for Claims arising from such rejected agreements; (c) the later of (i) the General Bar Date and (ii) 5:00 p.m. (prevailing Eastern Time) on the date that is thirty (30) days after the date that notice of any applicable amendment or supplement to the Schedules is served on a claimant for those Claims affected by any such amendment or supplement to the Schedules; and (d) May 11, 2018 at 5:00 p.m. (prevailing Eastern Time) for Governmental Units.

1.31 Bar Date Order means the Order Establishing Bar Dates for Filing Proofs of Claim and Approving Form and Manner of Notice Thereof [Docket No. 253].

1.32 Business Day means any day, other than a Saturday, Sunday, or “legal holiday” (as defined in Bankruptcy Rule 9006(a)).

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1.33 Cash means legal tender of the United States of America and equivalents thereof.

1.34 Cause of Action means any action, proceeding, agreement, Claim, cause of action, controversy, demand, debt, right, action, Avoidance Action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, recoupment, cross-claim, counterclaim, third-party claim, indemnity claim, contribution claim, or any other claim, known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether pending in litigation or otherwise, in contract or in tort, in law or in equity or pursuant to any other theory of law, based in whole or in part upon any act or omission or other event occurring prior to the Effective Date.

1.35 Chapter 11 Case(s) means (a) when used with reference to a particular Debtor, the case under chapter 11 of the Bankruptcy Code commenced by such Debtor in the Bankruptcy Court and (b) when used with reference to all Debtors, the cases under chapter 11 of the Bankruptcy Code commenced by the Debtors in the Bankruptcy Court.

1.36 Charging Lien means any Lien or other priority in payment to which an Indenture Trustee is entitled pursuant to the terms of an indenture or any related or ancillary document, instrument, agreement, or statutory or common law against the distributions to be made to the applicable Noteholders for payment of any fees, costs, or expenses (including those of its counsel) due to such Indenture Trustee.

1.37 Claim means a “claim” as defined in section 101(5) of the Bankruptcy Code.

1.38 Claims Objection Deadline means for all Claims, the later of: (a) 180 days after the Effective Date, subject to extension by order of the Bankruptcy Court; (b) 90 days after the filing of a Proof of Claim or request for payment of Administrative Expense Claims for such Claim; and (c) such other objection deadline as may be specifically fixed by this Plan, the Confirmation Order, the Bankruptcy Rules, or a Final Order.

1.39 Class  means a category of Claims or Interests, as described in Article III.

1.40 Commitment Letter Order means the Order (I)  Authorizing the Debtors to (A)  Enter into Exit Financing Commitment Letter and Related Agreements and (B)  Incur and Pay Certain Related Fees and/or Premiums, Indemnities, Costs and Expenses; and (II)  Granting Related Relief [Docket No. 518].

1.41 Confirmation Date means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy Court.

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1.42 Confirmation Hearing means the hearing held by the Bankruptcy Court pursuant to section 1128 of the Bankruptcy Code to consider confirmation of this Plan, as such hearing may be adjourned or continued from time to time.

1.43 Confirmation means the confirmation of this Plan by the Bankruptcy Court under section 1129 of the Bankruptcy Code.

1.44 Confirmation Order means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code, which shall be in form and substance acceptable to the Debtors, the Required Consenting Creditors, and QPGL, in each case, subject to the ECA Document Requirements.

1.45 Consenting Creditors means the members of the Ad Hoc Group.

1.46 Cure Amount means all costs required of the Debtors to cure any and all monetary defaults, including pecuniary losses, pursuant to Bankruptcy Code section 365, arising under any Assumed Contract.

1.47 D&O Liability Insurance Policies means all insurance policies and contracts for directors’ and officers’ liability maintained by the Debtors, including any directors’ and officers’ “tail policy.”

1.48 Debtor Release means the releases contained in Section 10.3(a) herein.

1.49 Debtor s means PDSA; PDGL; Pacific Drillship (Gibraltar) Limited; Pacific Drilling, Inc.; Pacific Drilling Finance S.à r.l.; Pacific Drilling Limited; Pacific Drillship S.à r.l.; Pacific Sharav S.à r.l.; Pacific Drilling VII Limited; PDV; Pacific Scirocco Ltd.; Pacific Bora Ltd.; Pacific Mistral Ltd.; Pacific Santa Ana (Gibraltar) Limited; Pacific Drilling Operations Limited; Pacific Drilling Operations, Inc.; Pacific Santa Ana S.à r.l.; Pacific Drilling, LLC; Pacific Drillship Nigeria Limited; and Pacific Sharav Korlátolt Felelősségű Társaság. For the avoidance of doubt, the term “Debtors” as used in this Plan does not include PDSI or PDVIII, which entities will be subject to a separate chapter 11 plan.

1.50 DIP Agent means Wilmington Trust, National Association, and its successors or assigns, in each case, solely in its capacity as administrative agent and collateral agent under the DIP Facility.

1.51 DIP Facility Claim means a Claim arising out of or related to the DIP Facility.

1.52 DIP Facility means the Debtors’ senior secured postpetition financing in the form of a non-amortizing multi-draw term loan facility in an aggregate principal amount not to exceed $85 million.

1.53 DIP Lenders means, collectively, the lenders under the DIP Facility.

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1.54 Disallowed means all or such part of a Claim (a) that is disallowed by a Final Order of the Bankruptcy Court or other court of competent jurisdiction or (b) proof of which was required to be filed but as to which a Proof of Claim was not timely or properly filed; unless Allowed by the Final Order of the Bankruptcy Court or other court of competent jurisdiction.

1.55 Disbursing Agent means any entity in its capacity as a disbursing agent under Section 6.5, including any Debtor or Reorganized Debtor, as applicable, that acts in such a capacity.

1.56 Disclosure Statement means the disclosure statement (including all exhibits and schedules thereto) relating to this Plan, as amended, modified, or supplemented from time to time, and distributed contemporaneously herewith, which is in form and substance reasonably acceptable to the Debtors, the Required Consenting Creditors, and QPGL, in each case, subject to the ECA Document Requirements.

1.57 Disputed Claim means (a) any Claim as to which the Debtors have interposed an objection or request for estimation in accordance with the Bankruptcy Code and the Bankruptcy Rules, or any Claim otherwise disputed by the Debtors, the Reorganized Debtors, or other party in interest in accordance with applicable law, which objection has not been withdrawn or determined by a Final Order; (b) any Claim scheduled by the Debtors as contingent, unliquidated, or disputed; (c) any Claim which amends a claim scheduled by the Debtors as contingent, unliquidated, or disputed; or (d) any Claim prior to it having become an Allowed Claim.

1.58 Distribution Date means a date or dates, including the Initial Distribution Date as determined by the Disbursing Agent in accordance with the terms of this Plan, on which the Disbursing Agent makes a distribution to Holders of Allowed Claims.

1.59 Distribution Process is defined in Section 6.6(c).

1.60 Distribution Record Date means September 20, 2018.

1.61 Drillships means all seven high-specification drillships delivered between 2010 and 2014: (1) the Pacific Bora ; (2) the Pacific Scirocco ; (3) the Pacific Sharav ; (4) the Pacific Santa Ana ; (5) the Pacific Mistral ; (6) the Pacific Khamsin ; and (7) the Pacific Meltem .

1.62 ECA Document Requirements means that the Transaction Agreements shall be subject to the respective consent rights of the parties to the Equity Commitment Agreement as set forth therein.

1.63 Effective Date means the Business Day this Plan becomes effective as provided in Article IX.

1.64 Entity means “entity” as defined in section 101(15) of the Bankruptcy Code.

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1.65 Equitizing Securities’ Aggregate Market Value means the sum of the Market Values of the Term Loan B Claims, the 2020 Notes Claims, and the 2017 Notes Claims.

1.66 Equity Commitment Agreement means that certain Commitment Agreement (Equity) to be entered into by PDSA before the Effective Date, which shall be in form and substance acceptable to the Debtors and the Equity Commitment Parties and provided in advance of the Voting Deadline.

1.67 Equity Commitment means the commitment by the Equity Commitment Parties pursuant to the Equity Commitment Agreement to purchase (a) any unexercised Rights Offering Subscription Rights and (b) any New Common Shares not purchased pursuant to the QP Private Placement.

1.68 Equity Commitment Parties means the members of the Ad Hoc Group providing the Equity Commitment pursuant to the Equity Commitment Agreement.

1.69 Equity Commitment Premium means the “Commitment Premium” as defined in the Equity Commitment Agreement, payable to the Equity Commitment Parties in accordance with the Equity Commitment Agreement.

1.70 Equity Issuance means, collectively, the Rights Offering and the QP Private Placement.

1.71 Escrow End Date has the meaning set forth in the Offering Circular.

1.72 Escrow Release Conditions has the meaning set forth in the Offering Circular.

1.73 Estate(s) means, individually, the estate of any of the Debtors and, collectively, the estates of all of the Debtors created under section 541 of the Bankruptcy Code.

1.74 Exchange Act means the Securities Exchange Act of 1934, as now in effect or hereafter amended.

1.75 Exculpated Parties means, collectively, the Released Parties.

1.76 Executory Contract means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

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1.77 Exhibit means an exhibit annexed to either this Plan or as an appendix to the Disclosure Statement, as amended, modified, or supplemented from time to time.

1.78 Exit Financing Transactions means, collectively, the New First Lien Notes, the New Second Lien PIK Toggle Notes, and the Equity Issuance.

1.79 Federal Judgment Rate means the federal judgment rate, 28 U.S.C. § 1961, in effect as of the Petition Date, compounded annually.

1.80 Final Order means an order or judgment, the operation or effect of which has not been reversed, stayed, modified, or amended, and as to which order or judgment (or any reversal, stay, modification, or amendment thereof) (a) the time to appeal, seek certiorari, or request re-argument or further review or rehearing has expired and no appeal, petition for certiorari, or request for re-argument or further review or rehearing has been timely filed, or (b) any appeal that has been or may be taken or any petition for certiorari or request for re-argument, further review, or rehearing that has been or may be filed has been resolved by the highest court to which the order or judgment was appealed, from which certiorari was sought, or to which the request was made, and no further appeal, petition for certiorari, or request for re-argument, further review, or rehearing has been or can be taken or granted.

1.81 General Bar Date means May 1, 2018 at 5:00 p.m. (prevailing Eastern Time), the date by which each Holder of a Claim against any of the Debtors must file a Proof of Claim unless such Claim falls within one of the exceptions set forth in the Bar Date Order.

1.82 General Unsecured Claim means any Claim against any Debtor other than an Administrative Claim, a Priority Tax Claim, an Other Priority Claim, an RCF Claim, an SSCF Claim, a 2017 Notes Claim, a 2020 Notes Claim, a Term Loan B Claim, a Section 510(b) Claim, or an Intercompany Claim.

1.83 Global Settlement means the settlements and compromises contained in the Global Settlement Term Sheet, dated as of August 15, 2018, among the Debtors, the Ad Hoc Group, and QPGL, a copy of which is attached as Appendix L to the Disclosure Statement.

1.84 Governmental Unit has the meaning set forth in section 101(27) of the Bankruptcy Code.

1.85 Holder means a holder (including Noteholders) of a Claim or Interest, as applicable.

1.86 Impaired means, when used in reference to a Claim or Interest, a Claim or Interest that is impaired within the meaning of section 1124 of the Bankruptcy Code.

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1.87 Indenture Trustee Fees and Expenses is defined in Section 5.25.

1.88 Indenture Trustee means each of the 2017 Notes Indenture Trustee and the 2020 Notes Indenture Trustee, as context requires.

1.89 Initial Distribution means the first distribution that either the Debtors or the Reorganized Debtors, as applicable, make to Holders of Allowed Claims pursuant to the terms of this Plan.

1.90 Intercompany 2018 PDOL TLB means the loan agreement, dated as of June 3, 2013, between PDSA as lender and Pacific Drilling Operations Limited as borrower.

1.91 Intercompany 2018 PML TLB means the loan agreement, dated as of June 3, 2013, between PDSA as lender and Pacific Mistral Limited as borrower.

1.92 Intercompany 2018 PSAS TLB means the loan agreement, dated as of June 3, 2013, between PDSA as lender and Pacific Santa Ana S.à r.l. as borrower.

1.93 Intercompany 2020 Notes means the loan agreement, dated as of June 3, 2013, between PDSA as lender and Pacific Drilling Operations Limited as borrower.

1.94 Intercompany Claim means any and all Claims of a Debtor against another Debtor or non-Debtor affiliate; provided , that Claims of the Debtors against PDVIII or PDSI or of PDVIII or PDSI against the Debtors shall not constitute “Intercompany Claims.”

1.95 Intercompany Interest means an Interest in a Debtor held by another Debtor.

1.96 Intercreditor Agreement means that certain Intercreditor Agreement , dated as of June 3, 2013, by and among the Pari Passu Collateral Agent, the Revolving Credit Agreement Agent, the Term Loan Agent, the Trustee, the Company, and each other Grantor (in each case as defined therein).

1.97 Interest means any equity security, including a limited liability company membership interest, in a Debtor as defined in section 101(16) of the Bankruptcy Code, including all issued, unissued, authorized, or outstanding shares of capital stock of the Debtors, together with any warrants, options, or contractual rights to purchase or acquire such equity securities at any time and all rights arising with respect thereto.

1.98 IRS means the Internal Revenue Service.

1.99 Lien has the meaning set forth in section 101(37) of the Bankruptcy Code.

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1.100 Management Incentive Plan means a management incentive plan adopted by the Reorganized Debtors after the Effective Date, which shall provide equity-based compensation in an amount not to exceed 10.0% of the aggregate amount of New Common Shares.

1.101 Market Value means, with respect to any of the (a) Term Loan B Claims, (b) 2020 Notes Claims, or (c) 2017 Notes Claims, as the case may be, (i) the volume-weighted average price, expressed as a percentage (the “ VWAP ”), of such Claims for a period of twenty (20) Business Days commencing on the date the Disclosure Statement is filed on the docket in the Chapter 11 Cases, multiplied by (ii) the aggregate pre-petition balance of such Claims; provided , that the VWAP of the Term Loan B Claims shall be deemed to be the deemed VWAP of the 2020 Notes Claims; provided , further , that the VWAP of the 2017 Notes Claims shall be deemed to be adjusted by an amount necessary to be not more than 14 cents greater than the VWAP of the 2020 Notes Claims (without giving effect to any adjustment pursuant to this definition), and the VWAP of the 2020 Notes Claims shall be deemed to be adjusted by an amount necessary to be not less than 9 cents less than the deemed VWAP of the 2017 Notes Claims.

1.102 New Boards means, collectively, the initial board of directors, members, or managers, as applicable, of each Reorganized Debtor.

1.103 New Common Shares means common shares in Reorganized PDSA issued and outstanding on the Effective Date after giving effect to all the Restructuring Transactions.

1.104 New First Lien Noteholders means, collectively, the holders of the New First Lien Notes on the Effective Date.

1.105 New First Lien Notes means those certain new first lien notes that mature five years following their issuance pursuant to the New First Lien Notes Indenture in the initial aggregate principal amount of $750.0 million (a portion of which proceeds will be used to pay the New First Lien Note Fees), which shall be secured by a first-priority security interest in and Lien on certain of the Reorganized Debtors’ assets, all as substantially set forth in the commitment letter, term sheet, and fee letter for such arrangement attached as Appendix F to the Disclosure Statement.

1.106 New First Lien Notes Commitment Party means the party or parties, if any, providing a commitment to purchase the New First Lien Notes.

1.107 New First Lien Notes Documentation means, collectively, the New First Lien Notes Indenture and each other agreement, security agreement, pledge agreement, collateral assignment, mortgage, control agreement, guarantee, certificate, document, or instrument executed and/or delivered in connection with the foregoing, whether or not specifically mentioned herein or therein, as the same may be modified, supplemented, or replaced from time to time, and which shall be satisfactory to the Debtors, the Required Consenting Creditors, the New First Lien Notes Commitment Party, and the New First Lien Notes Indenture Trustee.

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1.108 New First Lien Notes Fees means any fees payable to New First Lien Notes Commitment Party, the New First Lien Notes Indenture Trustee, and the New First Lien Noteholders pursuant to the New First Lien Notes Documentation.

1.109 New First Lien Notes Indenture means that certain Indenture, to be dated as of the Effective Date, by and among Reorganized PDSA and the New First Lien Notes Indenture Trustee, the form of which shall be contained in the Plan Supplement and the terms of which shall include substantially those set forth in the commitment letter, term sheet, and fee letter of such agreement attached as Appendix F to the Disclosure Statement.

1.110 New First Lien Notes Indenture Trustee means Wilmington Trust, National Association or its successors or assigns, solely in their capacity as indenture trustee under the New First Lien Notes Indenture.

1.111 New Intercreditor Agreement means that certain Intercreditor Agreement to be dated as of the Effective Date, by and among Reorganized PDSA, the New First Lien Notes Indenture Trustee, and the New Second Lien PIK Toggle Notes Indenture Trustee, the form of which shall be provided in the Plan Supplement.

1.112 New Second Lien PIK Toggle Noteholders means, collectively, the holders of the New Second Lien PIK Toggle Notes on the Effective Date.

1.113 New Second Lien PIK Toggle Notes means the New Second Lien PIK Toggle Notes that mature in 2024, issued pursuant to the New Second Lien PIK Toggle Notes Indenture in the initial aggregate amount of $274.0 million (inclusive of the New Second Lien PIK Toggle Notes issued pursuant to the New Second Lien PIK Toggle Notes Commitment Agreement), which shall be secured by a second-priority security interest in and lien on certain of the Reorganized Debtors’ assets, all as substantially set forth in the term sheet for such agreement attached as Appendix G to the Disclosure Statement.

1.114 New Second Lien PIK Toggle Notes Commitment Agreement means that certain Amended and Restated Commitment Agreement (Second Lien) among PDSA and the New Second Lien PIK Toggle Notes Commitment Parties, dated August 29, 2018 (as amended, supplemented, or otherwise modified from time to time).

1.115 New Second Lien PIK Toggle Notes Commitment means the commitment by the New Second Lien PIK Toggle Notes Commitment Parties pursuant to the New Second Lien PIK Toggle Notes Commitment Agreement to purchase any uncommitted New Second Lien PIK Toggle Notes in the event that PDSA or Reorganized PDSA, as applicable, has not received commitments prior to the Effective Date to purchase the full $250.0 million of New Second Lien PIK Toggle Notes.

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1.116 New Second Lien PIK Toggle Notes Commitment Order means the Order Pursuant to Sections 105(a), 362, 363, 503, and 507 of the Bankruptcy Code Authorizing the Debtors to Enter into the Second Lien Commitment Agreement and Pay Related Fees and Expenses [Docket No. 561] dated September 5, 2018.

1.117 New Second Lien PIK Toggle Notes Commitment Parties means the members of the Ad Hoc Group providing the New Second Lien PIK Toggle Notes Commitment pursuant to the New Second Lien PIK Toggle Notes Commitment Agreement.

1.118 New Second Lien PIK Toggle Notes Commitment Premium means a fee equal to 8.0% of the maximum aggregate principal committed amount of New Second Lien PIK Toggle Notes of $300.0 million, which shall be paid in full in New Second Lien PIK Toggle Notes pursuant to the New Second Lien PIK Toggle Notes Commitment Agreement on the Effective Date.

1.119 New Second Lien PIK Toggle Notes Documentation means, collectively, the New Second Lien PIK Toggle Notes Indenture and each other agreement, security agreement, pledge agreement, collateral assignment, mortgage, control agreement, guarantee, certificate, document, or instrument executed and/or delivered in connection with the foregoing, whether or not specifically mentioned herein or therein, as the same may be modified, supplemented, or replaced from time to time, and which shall be satisfactory to the Debtors, the Required Consenting Creditors, and the New Second Lien PIK Toggle Notes Indenture Trustee.

1.120 New Second Lien PIK Toggle Notes Indenture means that certain Indenture, to be dated as of the Effective Date, by and among Reorganized PDSA, as issuer, and the New Second Lien PIK Toggle Notes Indenture Trustee, the form of which shall be contained in the Plan Supplement and the terms of which shall include substantially those set forth in the term sheet for such agreement attached as Appendix G to the Disclosure Statement.

1.121 New Second Lien PIK Toggle Notes Indenture Trustee means Wilmington Trust, National Association or its successors and assigns, solely in their capacity as indenture trustee under the New Second Lien PIK Toggle Notes Indenture.

1.122 New Secured Debt Agreement s means collectively, the New First Lien Notes Indenture and the New Second Lien PIK Toggle Notes Indenture.

1.123 New Secured Debt Document s means collectively, the New First Lien Notes Documentation and the New Second Lien PIK Toggle Notes Documentation.

1.124 New Shareholders Agreement means that certain shareholders’ agreement that will govern matters related to the governance of the Reorganized Debtors, a draft of which shall be included in the Plan Supplement and which shall be in form and substance satisfactory to the Required Consenting Creditors and QPGL, in each case, subject to the ECA Document Requirements, in consultation with the Debtors.

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1.125 Noteholders means either or both of the 2017 Noteholders and the 2020 Noteholders, as context requires.

1.126 Notice of Non-Voting Status means a notice of non-voting status, substantially in the form attached as Exhibit C to the Debtors’ Motion for an Order Approving (I)  The Disclosure Statement; (II)  The Form and Manner of the Disclosure Statement Hearing Notice; (III)  Certain Key Dates Relating to Confirmation of the Plan; (IV)  Procedures for Solicitation; (V)  Forms of Ballots and Notices; (VI)  Procedures for Tabulation of Votes; and (VII)  Procedures for Notice of the Confirmation Hearing and Objections to Confirmation of the Plan [Docket No. 484].

1.127 Offering Circular means, as applicable: (a) that certain Offering Circular dated September 12, 2018 for the New First Lien Notes; and (b) that certain Offering Circular dated September 12, 2018 for the New Second Lien PIK Toggle Notes.

1.128 Other Priority Claim means any Claim accorded priority in right of payment under section 507(a) of the Bankruptcy Code, other than an Administrative Claim or Priority Tax Claim.

1.129 Other Secured Claim means any Secured Claim against any Debtor other than a DIP Facility Claim, Secured Tax Claim, RCF Claim, Term Loan B Claim, 2017 Notes Claim, 2020 Notes Claim, or SSCF Claim.

1.130 Pacific Drilling First Lien Escrow Issuer Limited means a private company limited by shares incorporated in the British Virgin Islands, which is a wholly owned subsidiary of PDSA and the issuer of the New First Lien Notes.

1.131 Pacific Drilling Second Escrow Issuer Limited means a private company limited by shares incorporated in the British Virgin Islands, which is a wholly owned subsidiary of PDSA and the issuer of the New Second Lien PIK Toggle Notes.

1.132 Pari Passu Collateral Agent means Citibank, N.A., or its replacements, successors, and assigns, in each case solely in their capacity as the collateral agent under the Intercreditor Agreement.

1.133 PDGL means Debtor Pacific Drilling (Gibraltar) Limited, a privately-held company limited by shares organized under the laws of Gibraltar.

1.134 PDSA means Debtor Pacific Drilling S.A., a publicly-traded limited liability company (soci é t é anonyme) organized under the laws of Luxembourg.

1.135 PDSI means Pacific Drilling Services Inc., a privately-held Delaware corporation.

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1.136 PDV means Debtor Pacific Drilling V Limited, a privately-held British Virgin Islands company limited by shares.

1.137 PDVIII means Pacific Drilling VIII Limited, a privately-held British Virgin Islands company limited by shares.

1.138 Person means an individual, corporation, partnership, joint venture, association, joint stock company, limited liability company, limited liability partnership, trust, estate, unincorporated organization, or other entity.

1.139 Petition Date means November 12, 2017, the date on which the Debtors filed their voluntary chapter 11 petitions commencing these Chapter 11 Cases.

1.140 PIDWAL means non-Debtor Affiliate Pacific International Drilling West Africa Limited, a privately-held Nigerian registered limited liability company.

1.141 Plan Document means any of the documents, other than this Plan, to be executed, delivered, assumed, or performed in connection with the occurrence of the Effective Date, including the documents to be included in the Plan Supplement, including, but not limited to, the New Secured Debt Agreements, the Rights Offering Procedures, the Equity Commitment Agreement, the Amended Certificates of Incorporation of the applicable Reorganized Debtors, and the Amended By-Laws of the applicable Reorganized Debtors, subject to the ECA Document Requirements and as may be modified consistent with the ECA Document Requirements.

1.142 Plan means this chapter 11 plan of reorganization, including the Exhibits and all supplements, appendices, and schedules hereto, either in its current form or as the same may be altered, amended, supplemented, or modified from time to time, which shall be in form and substance acceptable to the Debtors, the Required Consenting Creditors, and QPGL, in each case, subject to the ECA Document Requirements.

1.143 Plan Supplement Filing Date means the date not later than seven (7) days before the Voting Deadline, which date may be modified by agreement between the Debtors and the Required Consenting Creditors.

1.144 Plan Supplement means any supplement to this Plan, and the compilation of documents, forms of documents, and Exhibits to this Plan, as amended, modified, or supplemented from time to time, initial drafts of which shall be filed by the Debtors as permitted herein on or before the Plan Supplement Filing Date, in form and substance satisfactory to the applicable parties as provided in this Plan.

1.145 Pool A Debtors means Pacific Drilling, Inc.; Pacific Drilling Finance S.à r.l.; Pacific Drilling Limited; Pacific Drillship S.à r.l.; Pacific Scirocco Ltd.; Pacific Bora Ltd.; Pacific Mistral Ltd.; Pacific Santa Ana (Gibraltar) Limited; Pacific Santa Ana S.à r.l.; and Pacific Drillship Nigeria Limited.

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1.146 Pool A Guarantors means the Pool A Debtors and PIDWAL.

1.147 Pool B Debtors means Pacific Sharav S.à r.l., Pacific Drilling VII Limited, and Pacific Drilling Operations, Inc.

1.148 Pool C Debtors means Pacific Drillship (Gibraltar) Limited and PDV.

1.149 Priority Tax Claim means any Claim of a Governmental Unit of the kind specified in section 507(a)(8) of the Bankruptcy Code.

1.150 Pro Rata means the proportion that an Allowed Claim in a particular Class bears to the aggregate amount of Allowed Claims and Disputed Claims within such Class.

1.151 Professional means any professional employed in these Chapter 11 Cases pursuant to sections 327, 328, 363, or 1103 of the Bankruptcy Code or otherwise. For the avoidance of doubt, the professionals of QPGL and the other members of the QP Group shall not be included within the definition of “Professional.”

1.152 Professional Fee Claim means an Administrative Claim of a Professional for compensation for services rendered or reimbursement of costs, expenses, or other charges incurred on or after the Petition Date and prior to and including the Effective Date.

1.153 Professional Fee Escrow means an escrow account to be funded with the Professional Fee Escrow Amount by the Debtors and Reorganized Debtors on the Effective Date solely for the purpose of paying all Allowed Professional Fee Claims.

1.154 Professional Fee Escrow Amount means the aggregate Accrued Professional Compensation through the Effective Date as estimated by the Professionals in accordance with Section 2.3.

1.155 Proof of Claim means a written proof of Claim filed against any Debtor in the Chapter 11 Cases.

1.156 QP Group Expense Reimbursement means the reasonable fees and out-of-pocket expenses of QPGL and the other members of the QP Group for the period of the Chapter 11 Cases, subject to an aggregate cap of $13.0 million, to the extent Allowed by the Bankruptcy Court.

1.157 QP Group has the meaning set forth in the Application of Quantum Pacific (Gibraltar) Limited Pursuant to 11 U.S.C. §§ 503(b)(3)(D) and 503(b)(4) for Allowance and Reimbursement of Reasonable Professional Fees and Actual, Necessary Expenses in Making a Substantial Contribution in These Chapter 11 Cases , filed on August 2, 2018 [Docket No. 458].

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1.158 QP Private Placement means a $40.0 million private placement to QPGL that will obligate QPGL or an Affiliate Transferee to purchase 5.1% of the aggregate number of New Common Shares outstanding on the Effective Date, subject to dilution by the new equity issued pursuant to the Management Incentive Plan.

1.159 QPGL means Quantum Pacific (Gibraltar) Limited.

1.160 RCF means the credit facility made available pursuant to the RCF Credit Agreement, under which $475.0 million in principal amount remains outstanding.

1.161 RCF Administrative Agent means Citibank, N.A. or its successors or assigns, in each case solely in their capacity as administrative agent under the RCF.

1.162 RCF Claim means any Claim arising out of or related to the RCF, the RCF Credit Documents, any RCF Secured Cash Management Agreement, and any RCF Hedging Agreement, including any Claims for principal amounts outstanding, interest, fees, expenses, costs, and other charges thereunder, and any other Claims in respect of the RCF Secured Obligations. The RCF Claims shall be Allowed pursuant to Section 3.3(d)(ii).

1.163 RCF Contingent Obligations means the indemnification and expense reimbursement obligations of the Debtors under the RCF Credit Documents that are contingent as of the Effective Date.

1.164 RCF Credit Agreement means that certain Credit Agreement among PDSA as borrower, the RCF Lenders, and the RCF Administrative Agent, dated June 3, 2013 (as amended, supplemented, or otherwise modified from time to time).

1.165 RCF Credit Documents means all “Credit Documents” as defined in the RCF Credit Agreement.

1.166 RCF Hedging Agreement means a “Hedging Agreement” as defined in the RCF Credit Agreement.

1.167 RCF Lenders means, collectively, those banks and financial institutions party to the RCF Credit Agreement as lenders.

1.168 RCF Payment means Cash in an amount sufficient to render the RCF Claims Unimpaired.

1.169 RCF Postpetition Interest means any accrued and unpaid interest accrued postpetition computed using the “Default Interest” rate, as defined in the RCF Credit Agreement, for any amounts accruing on or after the Petition Date.

1.170 RCF Secured Cash Management Agreement means a “Secured Cash Management Agreement” as defined in the RCF Credit Agreement.

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1.171 RCF Secured Obligations means all “Secured Obligations” as defined in the RCF Credit Agreement.

1.172 RCF Secured Parties means, collectively, the “Secured Creditors” as such term is defined in the RCF Credit Agreement.

1.173 Released Party means each of: (a) the Debtors; (b) the Reorganized Debtors; (c) PIDWAL; (d) the Agents; (e) the DIP Lenders; (f) the RCF Lenders; (g) the SSCF Lenders; (h) the Equity Commitment Parties; (i) the New Second Lien PIK Toggle Notes Commitment Parties; (j) the Reserve Parties; (k) QPGL; ( l ) with respect to each of the foregoing Entities in clauses (a) through (k), each of such Entity’s or Person’s respective current and former Affiliates, predecessors, successors, assigns, subsidiaries, investment managers, managed accounts, or funds; and (m) with respect to each of the foregoing Entities or Persons in clauses (a) through ( l ), such Entities’ or Persons’ Representatives; provided that any Holder of a Claim or Interest that (i) objects to the Plan, (ii) votes to reject the Plan, or (iii) is entitled to vote on the Plan but does not vote to accept the Plan and does not check the box on the applicable Ballot indicating that they opt to grant the release provided in the Plan shall not be a “Released Party”; provided , further , that PDSI and PDVIII shall not be “Released Parties.”

1.174 Releasing Parties means, collectively and in each case in their capacity as such: (a) the Debtors; (b) the Reorganized Debtors; (c) PIDWAL; (d) the Agents; (e) the DIP Lenders; (f) the RCF Lenders; (g) the SSCF Lenders; (h) the Equity Commitment Parties; (i) the New Second Lien PIK Toggle Notes Commitment Parties; (j) the Reserve Parties; (k) QPGL; ( l ) each Holder of a Claim who was entitled to vote on this Plan and voted to accept this Plan; (m) each Holder of a Claim or Interest who did not vote to accept this Plan but checked the box on the applicable Ballot or Notice of Non-Voting Status indicating that they opt to grant the releases provided in this Plan; and (n) with respect to each of the foregoing Entities in clauses (a) through (m), such Entities’ or Persons’ successors and assigns. For the avoidance of doubt, PDSI and PDVIII shall not be “Releasing Parties.”

1.175 Reorganized Debtors means, collectively, the Debtors from and after the Effective Date.

1.176 Reorganized PDSA means PDSA from and after the Effective Date.

1.177 Representative means any Person’s or Entity’s current and former officers, managers, directors, equity holders (regardless of whether such interests are held directly or indirectly), principals, members, employees, agents, independent contractors, management companies, investment advisors, fund advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such; provided , that non-QPGL Holders of Interests in PDSA shall not be “Representatives.”

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1.178 Required Consenting Creditors means Consenting Creditors holding at least 60% of the aggregate outstanding principal amount of (a) Term Loan B Claims, (b) 2017 Notes Claims, and (c) 2020 Notes Claims held by all Consenting Creditors at such time; provided , however , that if any Consenting Creditor fails to respond to a request for a consent, waiver, amendment of or in relation to any of the terms of this Plan within ten (10) Business Days of that request being made, the outstanding principal amount of such Consenting Creditor’s Term Loan B Claims, 2017 Notes Claims, and/or 2020 Notes Claims, as the case may be, at such time, shall not be included for the purpose of calculating the aggregate outstanding principal amount of Term Loan B Claims, 2017 Notes Claims, and/or 2020 Notes Claims held by all Consenting Creditors at such time when ascertaining whether any relevant percentage (including, for the avoidance of doubt, 100%) of the aggregate outstanding principal amount of Term Loan B Claims, 2017 Notes Claims, and/or 2020 Notes Claims held by all Consenting Creditors has been obtained to approve that request.

1.179 Reserve Parties has the meaning set forth in the Equity Commitment Agreement.

1.180 Restructuring Transactions means one or more transactions pursuant to section 1123(a)(5)(D) of the Bankruptcy Code, to occur on the Effective Date or as soon as reasonably practicable thereafter, that may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate this Plan, including (a) the consummation of the transactions provided for under or contemplated by the Plan Documents; (b) the execution and delivery of appropriate agreements or other documents containing terms that are consistent with or reasonably necessary to implement the Plan Documents, which agreement or other documents shall contain terms that are consistent with or reasonably necessary to implement the terms of this Plan and the Plan Documents and that satisfy the requirements of applicable law; (c) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any property, right, liability, duty, or obligation on terms consistent with the terms of this Plan and the Plan Documents; and (d) all other actions that the Debtors or Reorganized Debtors, as applicable, determine are necessary or appropriate.

1.181 Retained Actions means all claims, Causes of Action, rights of action, suits, and proceedings, whether in law or in equity, whether known or unknown, which any Debtor or any Debtor’s Estate may hold against any Person, including: (a) claims and Causes of Action brought prior to the Effective Date; (b) claims and Causes of Action against any Persons for failure to pay for products or services provided or rendered by any of the Debtors; (c) claims and Causes of Action seeking the recovery of any of the Debtors’ or the Reorganized Debtors’ accounts receivable or other receivables or rights to payment created or arising in the ordinary course of any of the Debtors’ or the Reorganized Debtors’ businesses, including claim overpayments and tax refunds; (d) all Avoidance Actions; and (e) any such claims, Causes of Action, rights of action, suits, or proceedings listed in the Disclosure Statement or any schedules filed by the Debtors in these Chapter 11 Cases; provided , however , that Retained Actions shall not include those claims, Causes of Action, rights of action, suits, and proceedings, whether in law or in equity, whether known or unknown, released under Article X herein.

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1.182 Rights Offering means that certain $460.0 million rights offering pursuant to which each Holder of an Allowed Term Loan B Claim, 2020 Notes Claim, or 2017 Notes Claim is entitled to receive its share of Rights Offering Subscription Rights to acquire New Common Shares in accordance with the Rights Offering Procedures.

1.183 Rights Offering Procedures means the procedures for the implementation of the Rights Offering and the QP Private Placement, as applicable, approved by the Bankruptcy Court pursuant to the Order (I)  Approving Rights Offering Procedures and Related Forms, (II)  Authorizing Debtors to Conduct Rights Offering in Connection with Debtors ’ Chapter 11 Plan of Reorganization, and (III)  Granting Related Relief [Docket No. 619] dated September 26, 2018.

1.184 Rights Offering Subscription Rights means the subscription rights to purchase New Common Shares offered to Holders of Allowed 2017 Notes Claims, Allowed 2020 Notes Claims, and Allowed Term Loan B Claims pursuant to the Rights Offering in accordance with the Rights Offering Procedures.

1.185 Santa Ana IPL means the subordinated income participating loan agreement, dated as of August 28, 2015, among Pacific Drilling Finance S.à r.l., as lender and Pacific Santa Ana S.à r.l., as borrower.

1.186 Schedule of Rejected Executory Contracts and Unexpired Leases means any schedule (including any amendments or modifications thereto) of certain Executory Contracts and Unexpired Leases to be rejected by the Debtors, with the consent of the Required Consenting Creditors, pursuant to this Plan, as set forth in the Plan Supplement, as may be amended by the Debtors, with the consent of the Required Consenting Creditors, from time to time prior to the Confirmation Date.

1.187 Schedules means the Debtors’ schedules of assets and liabilities and statements of financial affairs, filed under section 521 of the Bankruptcy Code and the Bankruptcy Rules, as amended, supplemented, or modified.

1.188 SEC means the United States Securities and Exchange Commission.

1.189 Section  510(b) Claim means any Claim against any Debtor arising from rescission of a purchase or sale of a security of any Debtor or an Affiliate of any Debtor, for damages arising from the purchase or sale of such security, or for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim.

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1.190 Secured Claim means a Claim that is secured by a Lien on property in which a Debtor’s Estate has an interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim Holder’s interest in the applicable Estate’s interest in such property or to the extent of the amount subject to setoff, as applicable, as determined pursuant to section 506(a) of the Bankruptcy Code or, in the case of setoff, pursuant to section 553 of the Bankruptcy Code.

1.191 Secured Tax Claim means any Secured Claim that, absent its secured status, would be entitled to priority in right of payment under sections 502(i) and 507(a)(8) of the Bankruptcy Code (determined irrespective of any time limitation therein and including any related Secured Claim for penalties).

1.192 Securities Act means the Securities Act of 1933, 15 U.S.C. §§ 77a-77aa, as now in effect or hereafter amended.

1.193 Sharav IPL means the subordinated income participating loan agreement, dated as of August 28, 2015, among Pacific Drilling Finance S.à r.l. as lender and Pacific Sharav S.à r.l. as borrower.

1.194 SSCF means that certain $1.0 billion Senior Secured Credit Facility (as amended) among the Pool B Debtors as borrowers, PDSA as guarantor, the SSCF Lenders, and the SSCF Administrative Agent, under which $661.5 million in principal amount remains outstanding.

1.195 SSCF Administrative Agent means Wilmington Trust, N.A. its successors or assigns, in each case, solely in its capacity as administrative agent, GIEK facility agent, security agent, account bank, collateral agent, and trustee mortgagee under the SSCF Credit Agreement.

1.196 SSCF Claim means any Claim arising out of or related to the SSCF and the SSCF Credit Agreement, any SSCF Contingent Obligations, any SSCF Hedging Agreement, including any Claims for principal amounts outstanding, interest, fees, expenses, costs, and other charges thereunder, and any other Claims in respect of the SSCF Obligations, which shall be Allowed pursuant to Section 3.3(e).

1.197 SSCF Contingent Obligations means the indemnification and reimbursement obligations of the Debtors under the SSCF Credit Agreement.

1.198 SSCF Credit Agreement means that certain Up to US $1,000,000,000 Amended and Restated Senior Secured Credit Facility Agreement , dated as of September 13, 2013 (as amended), among the Pool B Debtors as borrowers, PDSA as guarantor, the SSCF Lenders, and the SSCF Administrative Agent (as amended, supplemented, or otherwise modified from time to time).

1.199 SSCF Hedging Agreement means a “Hedging Agreement” as defined in the SSCF Credit Agreement.

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1.200 SSCF Lenders means, collectively, those lenders party to the SSCF Credit Agreement.

1.201 SSCF Mediation Parties means Canyon Capital Advisors LLC, Garantiinstituttet for eksportkreditt, ING Capital LLC, KSAC Europe Investments S.à. r.l., and the SSCF Agent.

1.202 SSCF Obligations means all “Obligations” as defined in the SSCF Credit Agreement.

1.203 SSCF Payment means Cash in an amount sufficient to render the SSCF Claims Unimpaired.

1.204 SSCF Postpetition Interest means any accrued and unpaid interest accrued postpetition computed using the “Default Interest” rate, as provided in the SSCF Credit Agreement, for any amounts accruing on or after the Petition Date.

1.205 Term Loan B Administrative Agent means Cortland Capital Market Services LLC or its successors or assigns, in each case solely in their capacity as administrative agent under the Term Loan B Credit Facility.

1.206 Term Loan B Claim means a Claim arising out of or related to the Term Loan B Credit Facility and the Term Loan B Credit Agreement.

1.207 Term Loan B Claims Allocation means (a) the Market Value of the Term Loan B Claims, divided by (b) the Equitizing Securities’ Aggregate Market Value.

1.208 Term Loan B Credit Agreement means that certain Term Loan Agreement , dated as of June 3, 2013 (as amended), among PDSA as borrower, the Term Loan B Lenders, and the Term Loan B Administrative Agent.

1.209 Term Loan B Credit Facility means that certain $750.0 million term loan facility among PDSA as borrower, the Term Loan B Lenders, and the Term Loan B Administrative Agent.

1.210 Term Loan B Lenders means, collectively, those lenders party to the Term Loan B Credit Agreement.

1.211 Third-Party Release means the releases set forth in Section 10.3(b) of this Plan.

1.212 Transaction Agreements has the meaning set forth in the Equity Commitment Agreement, and which, for the avoidance of doubt, shall be subject to the ECA Document Requirements.

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1.213 Unexpired Lease means a lease to which one of more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code.

1.214 Unimpaired means a Claim or Interest that is not impaired within the meaning of section 1124 of the Bankruptcy Code.

1.215 Voting Deadline means the date by which a Holder of a Claim entitled to vote on this Plan must deliver a Ballot to accept or reject this Plan as set forth in the order of the Bankruptcy Court approving the instructions and procedures relating to the solicitation of votes with respect to this Plan.

1.216 VWAP shall have the meaning given to it in Section 1.100 above.

Rules of Interpretation and Computation of Time . For purposes of this Plan, unless otherwise provided herein: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) unless otherwise provided in this Plan, any reference in this Plan to a contract, instrument, release, or other agreement or document being in a particular form or on particular terms and conditions means that such document shall be substantially in such form or substantially on such terms and conditions; (c) any reference in this Plan to an existing document or schedule filed or to be filed means such document or schedule, as it may have been or may be amended, modified, or supplemented pursuant to this Plan; (d) any reference to an entity as a Holder of a Claim or Interest includes that entity’s successors and assigns; (e) all references in this Plan to Sections and Articles are references to Sections and Articles of or to this Plan; (f) the words “herein,” “hereunder,” and “hereto” refer to this Plan in its entirety rather than to a particular portion of this Plan; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a part of or to affect the interpretation of this Plan; (h) subject to the provisions of any contract, certificates of incorporation, by-laws, instrument, release, or other agreement or document entered into in connection with this Plan, the rights and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, federal law, including the Bankruptcy Code and Bankruptcy Rules; (i) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (j) in computing any period of time prescribed or allowed by this Plan, the provisions of Bankruptcy Rule 9006(a) shall apply; (k) “including” means “including without limitation”; and ( l ) with reference to any distribution under this Plan, “on” a date means on or as soon as reasonably practicable after that date.

Exhibits . All Exhibits are incorporated into and are a part of this Plan as if set forth in full herein, and, to the extent not annexed hereto, such Exhibits shall be filed with the Bankruptcy Court no later than seven (7) days prior to the Voting Deadline. Holders of Claims and Interests may obtain a copy of the Exhibits upon written request to the Debtors. Upon their filing, the Exhibits may be inspected (a) in the office of the clerk of the Bankruptcy Court or its designee during normal business hours; (b) on the Bankruptcy Court’s website at http://nysb.uscourts.gov (registration required); or (c) at our noticing agent’s website at https://cases.primeclerk.com/pacificdrilling/ . The documents contained in the Exhibits shall be approved by the Bankruptcy Court pursuant to the Confirmation Order.

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Controlling Document . In the event of an inconsistency between this Plan and the Transaction Agreements (other than this Plan), the terms of the relevant Transaction Agreement shall control (unless stated otherwise in such Transaction Agreement). The provisions of this Plan and of the Confirmation Order shall be construed in a manner consistent with each other so as to effect the purposes of each; provided, that, if there is determined to be any inconsistency between any Plan provision and any provision of the Confirmation Order that cannot be so reconciled, then, solely to the extent of such inconsistency, the provisions of the Confirmation Order shall govern and any such provision of the Confirmation Order shall be deemed a modification of this Plan and shall control and take precedence.

ARTICLE II

ADMINISTRATIVE EXPENSE, DIP FACILITY, AND PRIORITY CLAIMS

In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims, DIP Facility Claims, Priority Tax Claims, and Professional Fee Claims are not classified and are not entitled to vote on this Plan.

2.1 Administrative Claims . Unless the Holder of an Allowed Administrative Claim agrees to less favorable treatment, on or as soon as reasonably practicable after the later of (a) the Effective Date, (b) the date on which an Administrative Claim becomes an Allowed Administrative Claim, or (c) the date on which an Allowed Administrative Claim becomes payable under any agreement relating thereto, each Holder of such Allowed Administrative Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Administrative Claim, Cash equal to the unpaid portion of such Allowed Administrative Claim.

2.2 DIP Facility Claims . Each Holder of an Allowed DIP Facility Claim, on or as soon as reasonably practicable after the Effective Date, shall receive, in full satisfaction, release, settlement, and discharge of such Allowed DIP Facility Claim, payment in full in Cash from the proceeds of the Exit Financing Transactions.

2.3 Priority Tax Claims . The legal and equitable rights of the Holders of Priority Tax Claims are Unimpaired by this Plan. Unless the Holder of an Allowed Priority Tax Claim agrees to less favorable treatment, on the Effective Date, each Holder of an Allowed Priority Tax Claim shall have such Claim Reinstated.

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2.4 Professional Fee Claims .

(a) Professionals shall submit final fee applications seeking approval of all Professional Fee Claims no later than sixty (60) days after the Effective Date. These applications remain subject to Bankruptcy Court approval under the standards established by the Bankruptcy Code, including the requirements of sections 327, 328, 330, 331, 363, 503(b), and 1103 of the Bankruptcy Code, as applicable. Payments to Professionals shall be made upon entry of an order approving such Professional Fee Claims.

(b) The Reorganized Debtors are authorized to pay compensation for services rendered or reimbursement of expenses incurred after the Effective Date in the ordinary course without the need for Bankruptcy Court Approval.

(c) On the Effective Date, the Debtors or the Reorganized Debtors will establish and fund the Professional Fee Escrow with Cash equal to the Professional Fee Escrow Amount.

ARTICLE III

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS

3.1 Classification in General . Pursuant to section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims against and Interests in the Debtors. A Claim or Interest is placed in a particular Class only to the extent that the Claim or Interest falls within the description of that Class and is classified in other Classes to the extent that any portion of the Claim or Interest falls within the description of such other Classes. A Claim is also placed in a particular Class for the purpose of receiving distributions pursuant to this Plan only to the extent that such Claim is an Allowed Claim in that Class and such Claim has not been paid, released, or otherwise settled prior to the Effective Date. Subject to the payment of Professional Fees and any other joint and several obligations of the Debtors, each Debtor shall be responsible for satisfying the Claims and Administrative Claims against and Interests in such Debtor from such Debtor’s assets.

3.2 Summary of Classification . For administrative convenience, this Plan organizes the Debtors into five (5) groups (each, a “ Debtor Group ”) and assigns a letter to each Debtor and a number to each Class of Claims against or Interests in each Debtor in each Debtor Group. Notwithstanding this organizing principle, this Plan is a separate plan of reorganization for each Debtor. Claims against or Interests in a Debtor belonging to a Debtor Group consisting of more than one Debtor shall be deemed to be classified in a single Class for all purposes under the Bankruptcy Code, including voting. To the extent that a Holder has a Claim that may be asserted against more than one Debtor in a Debtor Group, the vote of such Holder in connection with such Claims shall be counted as a vote of such Claim against each Debtor in such Debtor Group. For consistency, similarly designated Classes of Claims and Interests are assigned the same number across each of the Debtor Groups. Any non-sequential enumeration of the Classes is intentional to maintain consistency.

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The following table designates the Classes of Claims against and Interests in the Debtors and specifies which of those Classes are (a) Impaired or Unimpaired by this Plan, (b) entitled to vote to accept or reject this Plan in accordance with section 1126 of the Bankruptcy Code and (c) deemed to accept or reject this Plan. In accordance with section 1123(a)(1) of the Bankruptcy Code, Administrative Claims and Priority Tax Claims have not been classified and, thus, are excluded from the Classes of Claims and Interests set forth in this Section 3.2. All of the potential Classes for the Debtors are set forth herein. Certain of the Debtors may not have Holders of Claims or Interests in a particular Class or Classes, and such Classes shall be treated as set forth in Section 4.4.

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3.3 Treatment of Classes .

(a) Classes 1A through 1E – Secured Tax Claims

(i) Claims in Class : Classes 1A, 1B, 1C, 1D, and 1E consist of all Secured Tax Claims.

(ii) Treatment : Except to the extent that a Holder of an Allowed Secured Tax Claim agrees to less favorable treatment, each Holder of an Allowed Secured Tax Claim shall receive, on account of and in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Secured Tax Claim and any Lien securing such Claim, Cash in the amount of such Allowed Secured Tax Claim: (x) on or as soon as reasonably practicable after the later of (1) the Effective Date and (2) the date on which such Secured Tax Claim becomes an Allowed Secured Tax Claim; or (y) in regular payments in equal installments over a period of time not to exceed five (5) years after the Petition Date with interest at a rate determined in accordance with section 511 of the Bankruptcy Code; provided , that the first such regular payment shall represent a percentage recovery at least equal to that expected to be received by the most favored Holders of Allowed General Unsecured Claims; provided , further , that the Reorganized Debtors may prepay the entire amount of the Allowed Secured Tax Claim at any time in their sole discretion. All Allowed Secured Tax Claims that are not due and payable on or before the Effective Date shall be paid by the Reorganized Debtors when such Claims become due and payable in the ordinary course of business in accordance with the terms thereof.

(iii) Voting : Claims in Classes 1A, 1B, 1C, 1D, and 1E are Unimpaired, and the Holders of Allowed Secured Tax Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Secured Tax Claims are not entitled to vote to accept or reject this Plan.

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(b) Classes 2A through 2E – Other Secured Claims

(i) Claims in Class: Classes 2A, 2B, 2C, 2D, and 2E consist of all Other Secured Claims.

(ii) Treatment: Except to the extent that a Holder of an Allowed Other Secured Claim agrees to less favorable treatment, on or as soon as reasonably practicable after (a) the Effective Date if such Other Secured Claim is an Allowed Other Secured Claim on the Effective Date or (b) the date on which such Other Secured Claim becomes an Allowed Other Secured Claim, each Holder of an Allowed Other Secured Claim shall receive from its respective Debtor, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Other Secured Claim and any Lien securing such Claim, at the option of the Debtors, with the consent of the Required Consenting Creditors: (x) payment in full in Cash, plus postpetition interest, if applicable; (y) Reinstatement or such other treatment sufficient to render the Holder of such Claim Unimpaired pursuant to section 1124 of the Bankruptcy Code; or (z) the return of the applicable collateral in satisfaction of the Allowed amount of such Other Secured Claim.

(iii) Voting: Claims in Classes 2A, 2B, 2C, 2D, and 2E are Unimpaired, and the Holders of Allowed Other Secured Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Other Secured Claims are not entitled to vote to accept or reject this Plan.

(c) Classes 3A through 3E – Other Priority Claims

(i) Claims in Class: Classes 3A, 3B, 3C, 3D, and 3E consist of all Other Priority Claims.

(ii) Treatment: Except to the extent that a Holder of an Allowed Other Priority Claim agrees to less favorable treatment, on or as soon as reasonably practicable after (a) the Effective Date if such Other Priority Claim is an Allowed Other Priority Claim on the Effective Date or (b) the date on which such Other Priority Claim becomes an Allowed Other Priority Claim, each Holder of an Allowed Other Priority Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed Other Priority Claim, Cash equal to the unpaid portion of such Allowed Other Priority Claim.

(iii) Voting: Claims in Classes 3A, 3B, 3C, 3D, and 3E are Unimpaired, and the Holders of Allowed Other Priority Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Other Priority Claims are not entitled to vote to accept or reject this Plan.

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(d) Class  4A – RCF Claims

(i) Claims in Class: Class 4A consists of all RCF Claims.

(ii) Treatment: RCF Claims shall be Allowed in the amount of $475.0 million plus (x) the RCF Postpetition Interest and (y) any accrued and unpaid prepetition and postpetition fees, expenses, charges, and other amounts (including professional fees and expenses) payable to the RCF Secured Parties by the Debtors in accordance with the terms of the RCF Credit Documents, the RCF Secured Cash Management Agreements, and the RCF Hedging Agreements. Except to the extent that a Holder of an Allowed RCF Claim agrees to less favorable treatment, on the Effective Date, each Holder of an Allowed RCF Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed RCF Claim, its Pro Rata share of the RCF Payment; provided that the RCF Contingent Obligations shall survive the Effective Date on an unsecured basis and shall be paid by the Reorganized Debtors as and when due under the RCF Credit Documents, and shall not be discharged pursuant to this Plan or the Confirmation Order.

(iii) Voting: Claims in Class 4A are Unimpaired, and the Holders of Allowed RCF Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of RCF Claims are not entitled to vote to accept or reject this Plan.

(e) Class  5B – SSCF Claims

(i) Claims in Class: Class 5B consists of all SSCF Claims.

(ii) Treatment: SSCF Claims shall be Allowed in the amount of $661.5 million plus (A) the SSCF Postpetition Interest and (B) (x) any accrued and unpaid prepetition and postpetition fees, expenses, and other charges (including professional fees and expenses) payable by the Debtors in accordance with the terms of the SSCF Credit Agreement and the SSCF Hedging Agreements, and (y) any accrued and unpaid prepetition and postpetition fees, expenses, and other charges (including professional fees and expenses) of the SSCF Agent and the SSCF Mediation Parties. Except to the extent that a Holder of an Allowed SSCF Claim agrees to less favorable treatment, on the Effective Date, each Holder of an Allowed SSCF Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed SSCF Claim, its Pro Rata share of the SSCF Payment; provided that the SSCF Contingent Obligations shall survive the Effective Date on an unsecured basis and shall be paid by the Reorganized Debtors as and when due under the SSCF Credit Agreement, and shall not be discharged pursuant to this Plan or the Confirmation Order.

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(iii) Voting: Claims in Class 5B are Unimpaired, and the Holders of Allowed SSCF Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Allowed SSCF Claims are not entitled to vote to accept or reject this Plan.

(f) Class  6A(i) – Term Loan B Claims

(i) Claims in Class: Class 6A(i) consists of all Term Loan B Claims.

(ii) Treatment: Term Loan B Claims shall be Allowed in the amount of approximately $724.9 million. Except to the extent that a Holder of an Allowed Term Loan B Claim agrees to less favorable treatment, on or as soon as reasonably practicable after the Effective Date, each Holder of an Allowed Term Loan B Claim shall receive:

(A) its Pro Rata share of the Term Loan B Claims Allocation of 11.4% of the New Common Shares, subject to dilution by the Management Incentive Plan; and

(B) up to its Pro Rata share of the Term Loan B Claims Allocation of the Rights Offering Subscription Rights to purchase New Common Shares to be issued pursuant to the Rights Offering to the extent such Holder elects to exercise its Rights Offering Subscription Rights thereunder in accordance with the Rights Offering Procedures.

(iii) Voting: Claims in Class 6A(i) are Impaired. Pursuant to section 1126 of the Bankruptcy Code, each Holder of an Allowed Term Loan B Claim is entitled to vote to accept or reject this Plan.

(g) Class  6A(ii) –2020 Notes Claims

(i) Claims in Class: Class 6A(ii) consists of all 2020 Notes Claims.

(ii) Treatment: 2020 Notes Claims shall be Allowed in the amount of approximately $768.1 million. Except to the extent that a Holder of an Allowed 2020 Notes Claim agrees to less favorable treatment, on or as soon as reasonably practicable after the Effective Date, each Holder of an Allowed 2020 Notes Claim shall receive:

(A) its Pro Rata share of the 2020 Notes Claims Allocation of 12.1% of the New Common Shares, subject to dilution by the Management Incentive Plan; and

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(B) up to its Pro Rata share of the 2020 Notes Claims Allocation of the Rights Offering Subscription Rights to purchase New Common Shares to be issued pursuant to the Rights Offering to the extent such Holder elects to exercise its Rights Offering Subscription Rights thereunder in accordance with the Rights Offering Procedures.

(iii) Voting: Claims in Class 6A(ii) are Impaired. Pursuant to section 1126 of the Bankruptcy Code, each Holder of an Allowed 2020 Notes Claim is entitled to vote to accept or reject this Plan.

(h) Class  6C – 2017 Notes Claims

(i) Claims in Class: Class 6C consists of all 2017 Notes Claims.

(ii) Treatment: 2017 Notes Claims shall be Allowed in the amount of approximately $453.6 million. Except to the extent that a Holder of an Allowed 2017 Notes Claim agrees to less favorable treatment, on or as soon as reasonably practicable after the Effective Date, each Holder of an Allowed 2017 Notes Claim shall receive:

(A) its Pro Rata share of the 2017 Notes Claims Allocation of 9.0% of the New Common Shares, subject to dilution by the Management Incentive Plan; and

(B) up to its Pro Rata share of the 2017 Notes Claims Allocation of the Rights Offering Subscription Rights to purchase New Common Shares to be issued pursuant to the Rights Offering to the extent such Holder elects to exercise its Rights Offering Subscription Rights thereunder in accordance with the Rights Offering Procedures.

(iii) Voting: Claims in Class 6C are Impaired. Pursuant to section 1126 of the Bankruptcy Code, each Holder of an Allowed 2017 Notes Claim is entitled to vote to accept or reject this Plan.

(i) Classes 7A through 7E – General Unsecured Claims

(i) Claims in Class: Classes 7A, 7B, 7C, 7D, and 7E consist of all General Unsecured Claims not otherwise classified under this Plan.

(ii) Treatment: Except to the extent that a Holder of an Allowed General Unsecured Claim agrees to less favorable treatment, on or as soon as reasonably practicable after the Effective Date, each Holder of an Allowed General Unsecured Claim shall receive, in full and final satisfaction, settlement, release, and discharge of, and in exchange for, such Allowed General Unsecured Claim, (a) payment in Cash in an amount equal to such Allowed General Unsecured Claim on the later of (i) the Effective Date or (ii) the date due in the ordinary course of business in accordance with the terms and conditions of the particular transaction or agreement giving rise to such Allowed General Unsecured Claim; or (b) such other treatment as may be required so as to render such Allowed General Unsecured Claim Unimpaired.

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(iii) Voting: Claims in Classes 7A, 7B, 7C, 7D, and 7E are Unimpaired, and the Holders of Allowed General Unsecured Claims are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Allowed General Unsecured Claims are not entitled to vote to accept or reject this Plan.

(j) Classes 8A through 8E – Section  510(b) Claims

(i) Claims in Class: Classes 8A, 8B, 8C, 8D, and 8E consist of all Section 510(b) Claims.

(ii) Treatment: Holders of Section 510(b) Claims will receive no distributions under this Plan on account of such Claims.

(iii) Voting: Claims in Classes 8A, 8B, 8C, 8D, and 8E are Impaired, and the Holders of Section 510(b) Claims are conclusively deemed to have rejected this Plan pursuant to section 1126(g) of the Bankruptcy Code. Therefore, the Holders of Section 510(b) Claims are not entitled to vote to accept or reject this Plan.

(k) Classes 9A through 9E – Intercompany Claims

(i) Claims in Class: Classes 9A, 9B, 9C, 9D, and 9E consist of all Intercompany Claims.

(ii) Treatment: On or as soon as reasonably practicable after the Effective Date, all Allowed Intercompany Claims shall be paid, adjusted, continued, settled, Reinstated, discharged, or eliminated, in each case to the extent determined to be appropriate by the Debtors or the Reorganized Debtors, as applicable, with the consent of the Required Consenting Creditors.

(iii) Voting: Classes 9A, 9B, 9C, 9D, and 9E are Unimpaired, and each Holder of an Allowed Intercompany Claim is conclusively presumed to have accepted this Plan under section 1126(f) of the Bankruptcy Code. Therefore, Holders of Allowed Intercompany Claims are not entitled to vote to accept or reject this Plan.

(l) Class  10D – Interests in PDSA

(i) Claims in Class: Class 10D consists of all Interests in PDSA.

(ii) Treatment: No distributions shall be made under this Plan in respect of Interests in PDSA. On the Effective Date, Holders of Interests in PDSA shall retain their Interests in PDSA, subject to dilution by the Equity Issuance and the Management Incentive Plan, and shall receive no distribution on account of such Interests.

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(iii) Voting: Class 10D is Unimpaired, and the Holders of Interests in PDSA are conclusively deemed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Code. Therefore, the Holders of Interests in PDSA are not entitled to vote to accept or reject this Plan.

(m) Classes 11A, 11B, 11C, and 11E – Intercompany Interests

(i) Claims in Class: Classes 11A, 11B, 11C, and 11E consist of all Intercompany Interests.

(ii) Treatment: On the Effective Date, all Intercompany Interests shall be cancelled or Reinstated, in each case to the extent determined to be appropriate by the Debtors or Reorganized Debtors, as applicable, with the consent of the Required Consenting Creditors.

(iii) Voting: Classes 11A, 11B, 11C, and 11E are Unimpaired, and such Holders of Allowed Intercompany Interests are conclusively presumed to have accepted this Plan under section 1126(f) of the Bankruptcy Code. Therefore, Holders of Allowed Intercompany Interests are not entitled to vote to accept or reject this Plan.

3.4 Alternative Treatment . Notwithstanding any provision herein to the contrary, any Holder of an Allowed Claim may receive, instead of the distribution or treatment to which it is entitled hereunder, any other distribution or treatment to which it and the Debtors may agree in writing, with the consent of the Required Consenting Creditors; provided , however , that under no circumstances may the Debtors agree to provide any other distribution or treatment to any Holder of an Allowed Claim that would adversely impair the distribution or treatment provided to any other Holder of an Allowed Claim.

3.5 Special Provision Regarding Unimpaired Claims . Except as otherwise provided in this Plan, nothing shall affect the Debtors’ rights and defenses, both legal and equitable, with respect to any Unimpaired Claims, including but not limited to all rights with respect to legal and equitable defenses to setoffs against or recoupments of Unimpaired Claims.

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ARTICLE IV

ACCEPTANCE OR REJECTION OF THIS PLAN

4.1 Acceptance by Class  Entitled to Vote . Classes 6A(i), 6A(ii), and 6C are the Classes of Claims of the Debtors that are entitled to vote to accept or reject this Plan. Classes 6A(i), 6A(ii), and 6C shall have accepted this Plan if (a) the Holders of at least two-thirds in amount of the Allowed Claims actually voting in each Class have voted to accept this Plan and (b) the Holders of more than one-half in number of the Allowed Claims actually voting in each Class have voted to accept this Plan, not counting the vote of any Holder designated under section 1126(e) of the Bankruptcy Code. If there are no votes cast in a particular Class that is entitled to vote on this Plan, then this Plan shall be deemed accepted by such Class.

4.2 Presumed Acceptance of this Plan . Classes 1A–1E, 2A–2E, 3A–3E, 4A, 5B, 7A–7E, 9A–9E, 10D, 11A, 11B, 11C, and 11E are Unimpaired. Therefore, such Classes are deemed to have accepted this Plan by operation of law and are not entitled to vote to accept or reject this Plan.

4.3 Presumed Rejection of this Plan . Classes 8A–8E will receive no recovery under this Plan. Therefore, such Classes are deemed to have rejected this Plan by operation of law and are not entitled to vote to accept or reject this Plan.

4.4 Elimination of Classes . To the extent applicable, any Class that does not contain any Allowed Claims or any Claims temporarily allowed for voting purposes under Bankruptcy Rule 3018, as of the date of the commencement of the Confirmation Hearing, shall be deemed to have been deleted from this Plan for purposes of (a) voting to accept or reject this Plan and (b) determining whether it has accepted or rejected this Plan under section 1129(a)(8) of the Bankruptcy Code.

4.5 Cramdown . The Debtors request Confirmation of this Plan, as it may be modified from time to time, under section 1129(b) of the Bankruptcy Code. The Debtors reserve the right to modify this Plan to the extent, if any, that Confirmation pursuant to section 1129(b) of the Bankruptcy Code requires modification.

ARTICLE V

MEANS FOR IMPLEMENTATION OF THIS PLAN

5.1 Continued Corporate Existence and Vesting of Assets . Except as otherwise provided in this Plan, each Debtor shall continue to exist after the Effective Date as a separate corporate Entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor is incorporated or formed and pursuant to

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the respective certificate of incorporation, where applicable, and bylaws (or other formation documents) in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws (or other formation documents) are amended by this Plan, the Plan Supplement, or otherwise, and to the extent such documents are amended, such documents are deemed to be pursuant to this Plan and require no further action or approval, as permitted by applicable law. On or after the Effective Date, each Reorganized Debtor may, in its sole discretion, take such action as permitted by applicable law, and such Reorganized Debtor’s organizational documents, as such Reorganized Debtor may determine is reasonable and appropriate, including causing: (a) a Reorganized Debtor to be merged into another Reorganized Debtor, or its Affiliate; (b) a Reorganized Debtor to be dissolved; (c) the legal name of a Reorganized Debtor to be changed; (d) a Reorganized Debtor to reorganize under the laws of another jurisdiction; or (e) the closure of a Reorganized Debtor’s Chapter 11 Case on the Effective Date or any time thereafter.

Except as otherwise provided herein, on the Effective Date, all property of each Debtor’s Estate, including any property held or acquired by each Debtor or Reorganized Debtor under this Plan or otherwise, will vest in such Reorganized Debtor free and clear of all Claims, Liens, charges, other encumbrances, Interests, and other interests, except for the Liens and Claims established under this Plan.

On the Effective Date or as soon as reasonably practicable thereafter, PDSA may transfer its Interest in several of its direct wholly-owned subsidiaries, including PDGL and Pacific Drillship (Gibraltar) Limited, to Pacific Drilling Holding (Gibraltar) Limited, a non-Debtor wholly owned subsidiary of PDSA.

On and after the Effective Date, each Reorganized Debtor may operate its business and may use, acquire, and dispose of property and maintain, prosecute, abandon, compromise, or settle any Claims or Causes of Action without supervision or approval by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules, subject only to those restrictions expressly imposed by this Plan or the Confirmation Order, as well as the documents and instruments executed and delivered in connection therewith, including the documents, exhibits, instruments, and other materials comprising the Plan Supplement.

5.2 Sources of Cash for Distributions and Operations . All Cash necessary for the Reorganized Debtors to make payments required by this Plan and for post-Confirmation operations shall be obtained from (a) existing Cash held by the Reorganized Debtors on the Effective Date after giving effect to the Professional Fee Escrow, (b) proceeds from the New First Lien Notes, (c) proceeds from the New Second Lien PIK Toggle Notes, (d) proceeds from the Equity Issuance, and (e) the operations of the Reorganized Debtors.

5.3 Cancellation of Existing Securities and Agreements . Except as provided in this Plan or in the Confirmation Order, on the Effective Date, all notes, stock (where permitted by applicable law), instruments, certificates, agreements, side letters, fee letters, and other documents evidencing or giving rise to Claims against and Interests in the Debtors shall be cancelled, and the obligations of the Debtors thereunder or in any way related thereto shall be fully released, terminated, extinguished, and discharged, in each case without further notice to or order of the Bankruptcy Court, act or action under applicable law, regulation, order, or rule, or any requirement of further action, vote, or other approval or authorization by any Person. The Holders of or parties to such notes, stock, instruments, certificates, agreements, side letters, fee letters, and other documents shall retain their rights vis-à-vis each other but shall have no

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rights against any Debtor arising from or relating to such notes, stock, instruments, certificates, agreements, side letters, fee letters, and other documents or the cancellation thereof, except the rights provided pursuant to this Plan and the Confirmation Order. In addition, the obligations of the Agents under or in connection with the RCF Credit Documents, the SSCF Credit Agreement, the Term Loan B Credit Agreement, the 2017 Notes Indenture, and the 2020 Notes Indenture and any related notes, stock, instruments, certificates, agreements, side letters, fee letters, and other documents shall be discharged and deemed satisfied on the Effective Date except to the extent necessary to comply with their obligations under this Plan including to facilitate the distributions provided for in this Plan to the applicable Holders of Claims and cancelling existing security interests pursuant to Section 5.4. For the avoidance of doubt, nothing contained in this Plan or the Confirmation Order shall in any way limit or affect the standing of any of the Agents to appear and be heard in the Chapter 11 Cases on and after the Effective Date.

For the further avoidance of doubt, notwithstanding the immediately foregoing paragraph, the RCF Credit Documents, the SSCF Credit Agreement, the Term Loan B Credit Agreement, the 2017 Notes Indenture, and the 2020 Notes Indenture and related documentation shall continue in effect solely for the purposes of (a) allowing the applicable Holders of Claims to receive their respective distributions under this Plan and, in the case of the RCF Secured Parties, to assert any RCF Contingent Obligations, and, in the case of the SSCF Lenders, to assert any SSCF Contingent Obligations, in each case as provided herein, (b) allowing the relevant Agent, to facilitate the distributions under this Plan to the applicable Holders of Claims as provided herein and otherwise comply with any obligations they may have under this Plan, including the cancellation of existing security interests pursuant to Section 5.4, (c) to the extent an Agent has any unpaid fees and expenses, or reasonably expects to incur additional fees and expenses (including those of its counsel) in the future, to, in the case of an Indenture Trustee, assert any Charging Lien it may have under the relevant credit agreement, indenture, or related documentation against such distributions or, in the case of any other Agent, preserve its rights to payment of fees, expenses, and indemnification obligations as against any money or property distributable to the relevant Holder under this Plan, and to deduct such fees and expenses from such distributions, and (d) allowing the applicable Agent to assert any other right, privilege, benefit, or protection granted to it under the relevant credit agreement, indenture, or related documentation; provided , that the foregoing shall not affect the discharge of the Debtors with respect to the RCF Claims, SSCF Claims, Term Loan B Claims, 2017 Notes Claims, and the 2020 Notes Claims as provided for herein, or result in any expenses or liability to the Reorganized Debtors, except to the extent set forth in or provided for under this Plan.

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5.4 Cancellation of Certain Existing Security Interests . Upon the full payment or other satisfaction of an Allowed Secured Claim, or reasonably promptly thereafter, the Holder of such Allowed Secured Claim or Agent, as applicable, shall deliver to the Debtors or Reorganized Debtors, as applicable, and at their sole cost and expense, any collateral or other property of a Debtor held by such Holder, together with any termination statements, instruments of satisfaction, or releases of all security interests with respect to its Allowed Secured Claim that may be reasonably required to terminate any related financing statements, mortgages, mechanics’ or other statutory liens, or lis pendens, or similar interests or documents. Notwithstanding the foregoing sentence, each applicable Indenture Trustee and the Pari Passu Collateral Agent with respect to the 2017 Notes and the 2020 Notes, as applicable, is authorized and directed to, at the sole cost and expense of the Reorganized Debtors, execute (and take any reasonable additional steps at the sole cost and expense of the Reorganized Debtors necessary to give effect to) termination statements, instruments of satisfaction, or releases of security interests (except for the Charging Liens) as the Reorganized Debtors may request.

5.5 RCF Payment . On the Effective Date, the Reorganized Debtors shall make the RCF Payment.

5.6 SSCF Payment . On the Effective Date, the Reorganized Debtors shall make the SSCF Payment.

5.7 New First Lien Notes . On September 26, 2018, Pacific Drilling First Lien Escrow Issuer Limited issued $750.0 million of New First Lien Notes. The net proceeds of the offering (after deducting the fees payable in cash to the initial purchaser) plus an amount in cash determined so that the total escrowed funds will be sufficient to pay the estimated fees and expenses of the trustee, the collateral agent, and the escrow agent and 100.0% of the offering price of the New First Lien Notes plus interest to be accrued on the New First Lien Notes to, but not including, the third business day following the Escrow End Date of December 22, 2018 (the latest date on which the New First Lien Notes Special Mandatory Redemption (defined below) can occur) were deposited into an escrow account, in accordance with the terms of the Commitment Letter Order. If the Bankruptcy Court confirms this Plan and the other Escrow Release Conditions are satisfied on or prior to the Escrow End Date, on or as soon as reasonably practicable after the Effective Date, the proceeds from the escrow account will be released to Reorganized PDSA and Reorganized PDSA will consummate a series of transactions whereby Reorganized PDSA will assume all of the obligations of Pacific Drilling First Lien Escrow Issuer Limited with respect to the New First Lien Notes. Specifically, on or as soon as reasonably practicable after the Effective Date, Pacific Drilling First Lien Escrow Issuer Limited will merge with and into Reorganized PDSA and Reorganized PDSA will assume all of the obligations of Pacific Drilling First Lien Escrow Issuer Limited with respect to the New First Lien Notes. The Reorganized Debtors may use the proceeds of the New First Lien Notes for any purpose permitted by the New First Lien Notes Indenture, including the funding of obligations under this Plan and general corporate purposes. If the satisfaction of the Escrow Release Conditions does not occur on or before the Escrow End Date, the New First Lien Notes Indenture will require that the issuer redeem all and not less than all of the notes then outstanding (the “ New First Lien Notes Special Mandatory Redemption ”), upon not less than three business days’ notice (or otherwise in accordance with the requirements of DTC), at a redemption price equal to 100.0% of the offering price of the notes plus accrued and unpaid interest to, but not including, the redemption date.

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Except as previously approved by the Bankruptcy Court pursuant to the Commitment Letter Order, confirmation of this Plan shall be deemed to constitute approval of the New First Lien Notes, including all transactions contemplated thereby, such as any supplementation or syndication of the New First Lien Notes, and all actions to be taken, undertakings to be made, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and the granting of security interests thereunder, and authorization for the Reorganized Debtors to enter into and perform under the New First Lien Notes Documentation and such other documents as may be required or appropriate.

The New First Lien Notes Documentation shall constitute legal, valid, binding, and authorized obligations of the Reorganized Debtors party thereto, enforceable in accordance with their terms. The financial accommodations to be extended pursuant to the New First Lien Notes Documentation are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any other applicable nonbankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance with the New First Lien Notes Documentation (a) shall be legal, binding, and enforceable first-priority Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the New First Lien Notes Documentation; (b) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the New First Lien Notes Documentation; and (c) shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable nonbankruptcy law. The Reorganized Debtors and the Persons or Entities granting such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect, or to evidence the perfection of, such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of this Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order, and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. To the extent that any Holder of a Secured Claim that has been satisfied or discharged in full pursuant to this Plan, or any agent for such Holder, has filed or recorded publicly any Liens and/or security interests to secure such Holder’s Secured Claim, then as soon as practicable on or after the Effective Date such Holder (or the agent for such Holder) shall take any and all steps requested by the Reorganized Debtors that are necessary to cancel and/or extinguish such Liens and/or security interests.

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The New First Lien Notes have been issued with negative and affirmative covenants customary for similar types of issuances. The customary negative covenants include, but are not limited to, limitations on indebtedness, limitations on investments and other restricted payments (including redemptions, repayments, repurchases, and dividends), limitations on liens, mergers, consolidations, and affiliate transactions, and limitations on changes to the business. The customary affirmative covenants include, but are not limited to, reporting and investor calls, maintenance of existence, office and agency, properties, and insurance, the preparation and delivery of compliance certificates, the payment of taxes and additional amounts, as well as further assurances. The New First Lien Notes are subject to customary events of default for similar types of issuances, but there are no financial maintenance covenants. The New First Lien Notes Indenture will allow Reorganized PDSA and its subsidiaries to incur up to $50.0 million of superpriority first lien debt in the future.

5.8 New Second Lien PIK Toggle Notes . On September 26, 2018, Pacific Drilling Second Lien Escrow Issuer Limited issued $250.0 million of New Second Lien PIK Toggle Notes. The net proceeds of the offering (after deducting the fees payable in cash to the initial purchaser) plus an amount in cash determined so that the total escrowed funds will be sufficient to pay the estimated fees and expenses of the trustee, the collateral agent, and the escrow agent and 100.0% of the offering price of the notes plus interest to be accrued on the notes to, but not including, the third business day following the Escrow End Date of December 22, 2018 (the latest date on which the New Second Lien PIK Toggle Notes Special Mandatory Redemption (defined below) can occur) were deposited into an escrow account, in accordance with the terms of the Commitment Letter Order. If the Bankruptcy Court confirms this Plan and the other Escrow Release Conditions are satisfied on or prior to the Escrow End Date, on or as soon as reasonably practicable after the Effective Date, the proceeds from the escrow account will be released to Reorganized PDSA and Reorganized PDSA will consummate a series of transactions whereby Reorganized PDSA will assume all of the obligations of Pacific Drilling Second Lien Escrow Issuer Limited with respect to the New Second Lien PIK Toggle Notes. Specifically, on or as reasonably practicable after the Effective Date, Pacific Drilling Second Lien Escrow Issuer Limited will merge with and into Reorganized PDSA and Reorganized PDSA will assume all of the obligations of Pacific Drilling Second Lien Escrow Issuer Limited with respect to the New Second Lien Notes. The Reorganized Debtors may use the proceeds of the New Second Lien PIK Toggle Notes for any purpose permitted by the New Second Lien PIK Toggle Notes Indenture, including the funding of obligations under this Plan and general corporate purposes. If the satisfaction of the Escrow Release Conditions does not occur on or before the Escrow End Date, the New Second Lien PIK Toggle Notes Indenture will require that the issuer redeem all and not less than all of the notes then outstanding (the “ New Second Lien PIK Toggle Notes Special Mandatory Redemption ”), upon not less than three business days’ notice (or otherwise in accordance with the requirements of DTC), at a redemption price equal to 100.0% of the offering price of the notes plus accrued and unpaid interest to, but not including, the redemption date.

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In accordance with the New Second Lien PIK Toggle Notes Commitment Agreement and subject to the terms and conditions thereof, in exchange for providing the New Second Lien PIK Toggle Notes Commitment, each of the New Second Lien PIK Toggle Notes Commitment Parties will receive its pro rata share of the New Second Lien PIK Toggle Notes Commitment Premium. The New Second Lien PIK Toggle Notes Commitment Premium was deemed fully earned upon the Debtors’ entry into the New Second Lien PIK Toggle Notes Commitment Agreement. Contemporaneously with and subject to the occurrence of the Escrow Release Date, the Reorganized Debtors shall pay the New Second Lien PIK Toggle Notes Commitment Premium in New Second Lien PIK Toggle Notes to the New Second Lien PIK Toggle Notes Commitment Parties.

Except as previously approved by the Bankruptcy Court pursuant to the Commitment Letter Order and the New Second Lien PIK Toggle Notes Commitment Order, confirmation of this Plan shall be deemed to constitute approval of the New Second Lien PIK Toggle Notes, including all transactions contemplated thereby, such as any supplementation or syndication of the New Second Lien PIK Toggle Notes, and all actions to be taken, and obligations to be incurred by the Reorganized Debtors in connection therewith, including the payment of all fees, indemnities, and expenses provided for therein, and the granting of security interests thereunder, and authorization for the Reorganized Debtors to enter into and perform under the New Second Lien PIK Toggle Notes Documentation and such other documents as may be required or appropriate.

The New Second Lien PIK Toggle Notes Documentation shall constitute legal, valid, binding, and authorized obligations of the Reorganized Debtors party thereto, enforceable in accordance with their terms. The financial accommodations to be extended pursuant to the New Second Lien PIK Toggle Notes Documentation are being extended, and shall be deemed to have been extended, in good faith, for legitimate business purposes, are reasonable, shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever, and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any other applicable nonbankruptcy law. On the Effective Date, all of the Liens and security interests to be granted in accordance with the New Second Lien PIK Toggle Notes Documentation (a) shall be legal, binding, and enforceable second-priority Liens on, and security interests in, the collateral granted thereunder in accordance with the terms of the New Second Lien PIK Toggle Notes Documentation; (b) shall be deemed automatically perfected on the Effective Date, subject only to such Liens and security interests as may be permitted under the New Second Lien PIK Toggle Notes

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Documentation; and (c) shall not be subject to avoidance, recharacterization, or subordination (including equitable subordination) for any purposes whatsoever and shall not constitute preferential transfers, fraudulent conveyances, or other voidable transfers under the Bankruptcy Code or any applicable nonbankruptcy law. The Reorganized Debtors and the Persons or Entities granting such Liens and security interests are authorized to make all filings and recordings, and to obtain all governmental approvals and consents necessary to establish and perfect, or to evidence the perfection of, such Liens and security interests under the provisions of the applicable state, provincial, federal, or other law (whether domestic or foreign) that would be applicable in the absence of this Plan and the Confirmation Order (it being understood that perfection shall occur automatically by virtue of the entry of the Confirmation Order, and any such filings, recordings, approvals, and consents shall not be required), and will thereafter cooperate to make all other filings and recordings that otherwise would be necessary under applicable law to give notice of such Liens and security interests to third parties. To the extent that any Holder of a Secured Claim that has been satisfied or discharged in full pursuant to this Plan, or any agent for such Holder, has filed or recorded publicly any Liens and/or security interests to secure such Holder’s Secured Claim, then as soon as practicable on or after the Effective Date such Holder (or the agent for such Holder) shall take any and all steps requested by the Reorganized Debtors that are necessary to cancel and/or extinguish such Liens and/or security interests.

The New Second Lien PIK Toggle Notes were issued with negative and affirmative covenants customary for similar types of issuances. The customary negative covenants include, but are not limited to, reporting and investor calls, maintenance of existence, office and agency, properties, and taxes and additional amounts, as well as further assurances. The New Second Lien PIK Toggle Notes are subject to customary events of default for similar types of issuances, but there will not be any financial maintenance covenants.

5.9 New Intercreditor Agreement . On the Effective Date, the New First Lien Notes Indenture Trustee and the New Second Lien PIK Toggle Notes Indenture Trustee shall enter into the New Intercreditor Agreement substantially in the form to be contained in the Plan Supplement. Each other party to one or more of the New Secured Debt Agreements shall be deemed to have directed the applicable indenture trustee to execute the New Intercreditor Agreement and shall be bound to the terms of the New Intercreditor Agreement from and after the Effective Date as if it were a signatory thereto.

5.10 Rights Offering  & QP Private Placement .

(a) Terms . On or as soon as reasonably practicable after the Effective Date, the Debtors will consummate the Rights Offering and the QP Private Placement in accordance with the Rights Offering Procedures. The Rights Offering and the QP Private Placement will be fully committed and backstopped by the Equity Commitment Parties in accordance with and subject to the terms and conditions of the Equity Commitment Agreement.

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(b) Purpose . The proceeds of the Rights Offering shall be used: (i) to provide the Reorganized Debtors with additional liquidity for working capital and general corporate purposes; and (ii) to fund Plan distributions.

(c) Equity Commitment . In accordance with the Equity Commitment Agreement and subject to the terms and conditions thereof, each of the Equity Commitment Parties has agreed, severally but not jointly, to purchase, on or prior to the Effective Date, its respective Commitment Percentage (as defined in the Equity Commitment Agreement) of the New Common Shares offered and not duly subscribed for and/or purchased in the Rights Offering and the QP Private Placement in accordance with the Rights Offering Procedures.

(d) QP Private Placement. In accordance with the Rights Offering Procedures and the Equity Commitment Agreement and subject to the terms and conditions thereof, QPGL (or an Affiliate Transferee designated by QPGL in accordance with the Equity Commitment Agreement) has agreed to purchase in, the aggregate, $40.0 million of New Common Shares issued on the Effective Date pursuant to the QP Private Placement.

(e) Equity Commitment Premium . Subject to the terms and conditions set forth in the Equity Commitment Agreement, each of the Equity Commitment Parties will receive its pro rata share of the Equity Commitment Premium. Subject to the terms and conditions set forth in the Equity Commitment Agreement, the Equity Commitment Premium will be immediately and automatically deemed fully earned upon entry into the Equity Commitment Agreement. Subject to the terms and conditions set forth in the Equity Commitment Agreement, on the Effective Date, the Reorganized Debtors shall pay the Equity Commitment Premium to the Equity Commitment Parties in New Common Shares.

5.11 Restructuring Transactions . On or as soon as practicable after the Effective Date, the Reorganized Debtors are authorized, without further order of the Bankruptcy Court, to take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Restructuring Transactions under and in connection with this Plan, the New First Lien Notes Documentation, the New Second Lien PIK Toggle Notes Documentation, and the Equity Issuance, including: (a) the execution and delivery of all appropriate agreements or other documents of merger, consolidation, restructuring, conversion, disposition, transfer, dissolution, or liquidation containing terms that are consistent with the terms of this Plan and that satisfy the requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of this Plan and having other terms for which the applicable parties agree; (c) rejection or assumption, as

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applicable, of Executory Contracts and Unexpired Leases; (d) the filing and/or execution of appropriate limited liability company agreements, certificates, or articles of incorporation or organization, reincorporation, merger, consolidation, conversion, or dissolution pursuant to applicable state law; (e) the consummation of the transactions contemplated by the New First Lien Notes Documentation, the New Second Lien PIK Toggle Notes Documentation, and the Equity Issuance and the execution thereof; (f) the issuance of New Common Shares; and (g) all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law.

5.12 Intercompany Interests . Subject to the transactions contemplated in this Plan, the Intercompany Interests may, as determined by the Debtors with the consent of the Required Consenting Creditors, be retained or Reinstated as of the Effective Date and may continue in place, solely for the purpose of maintaining the existing corporate structure of the Debtors and the Reorganized Debtors.

5.13 Intercompany Claims . On the Effective Date, certain Intercompany Claims will be cancelled in exchange for an equity interests in the obligor entities. The Intercompany Claims to be cancelled are (a) the Intercompany 2020 Notes, (b) the Intercompany 2018 PDOL TLB, (c) the Intercompany 2018 PML TLB, (d) the 2018 PSAS TLB, (e) the Sharav IPL, and (f) the Santa Ana IPL.

5.14 Issuance of New Common Shares . On the Effective Date, Reorganized PDSA is authorized to issue or cause to be issued the New Common Shares in accordance with the terms of this Plan. On the Effective Date, applicable Holders of Claims shall receive the New Common Shares in exchange for their respective Claims as set forth in Article III, and the Equity Commitment Parties and QPGL shall receive the New Common Shares on account of the Equity Commitment Premium and the QP Private Placement, respectively, as set forth in Article V and the Equity Commitment Agreement. All of the New Common Shares issuable under this Plan, when so issued, shall be duly authorized, validly issued, fully paid, and non-assessable.

On or as soon as reasonably practicable after the Effective Date, PDSA will issue 3.4% of the New Common Shares to the Equity Commitment Parties as the Equity Commitment Premium, subject to dilution by the New Common Shares issued pursuant to the Management Incentive Plan.

Upon issuance, the New Common Shares shall not be registered under the Securities Act, and shall not be listed for public trading on any securities exchange. The distribution of New Common Shares pursuant to this Plan may be made by delivery of one or more certificates representing such New Common Shares as described herein, by means of book-entry registration on the books of the transfer agent for the New Common Shares, or by means of book-entry exchange through the facilities of a transfer agent reasonably satisfactory to the Debtors, the Pari Passu Collateral Agent, the Equity Commitment Parties, the 2017 Notes Indenture Trustee, the Term Loan B Administrative Agent, and the 2020 Notes Indenture Trustee in accordance with the customary practices of such agents, as and to the extent practicable.

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5.15 Exemption from Registration .

(a) The offering, issuance, and distribution of the New Common Shares on account of the Term Loan B Claims, 2020 Notes Claims, 2017 Notes Claims, and the Equity Issuance shall be exempt from, among other things, the registration requirements of section 5 of the Securities Act and any other applicable U.S. state or other law requiring registration prior to the offering, issuance, distribution, or sale of securities in accordance with, and pursuant to, section 1145 of the Bankruptcy Code to the extent permitted or under the Securities Act by virtue of section 4(a)(2) thereof, Regulation D, and/or Regulation S. Such New Common Shares issued pursuant to section 1145 of the Bankruptcy Code will not be “restricted securities” as defined in Rule 144(a)(3) of the Securities Act and will be freely tradable and transferable by the initial recipients thereof, subject to the provisions of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in section 1145(b) of the Bankruptcy Code, and compliance with applicable securities laws, including Rule 144 of the Securities Act, and any rules and regulations of the SEC, if any, applicable at the time of any future transfer of such securities or instruments. To the extent the issuance and distribution of any New Common Shares is being made in reliance on the exemption from registration set forth in section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S, and similar registration exemptions applicable outside of the United States, such securities will be considered “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned, or otherwise transferred only pursuant to a registration statement or available exemption from the registration requirements of the Securities Act and other applicable law. The issuance of the New Common Shares pursuant to the QP Private Placement and the payment of the Equity Commitment Premium is being made in reliance on the exemption from registration set forth in section 4(a)(2) of the Securities Act, Regulation D, and/or Regulation S, and similar registration exemptions applicable outside of the United States, such securities will be considered “restricted securities” subject to resale restrictions and may be resold, exchanged, assigned, or otherwise transferred only pursuant to a registration statement or available exemption from the registration requirements of the Securities Act and other applicable law.

(b) Any securities issued under the Management Incentive Plan will be issued pursuant to a registration statement or available exemption from registration under the Securities Act and other applicable law.

(c) To the extent securities were offered prior to the filing of this Plan, such securities were offered in reliance on the exemption provided by section 4(a)(2) of the Securities Act or the safe harbor provided by Regulation S under the Securities Act.

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5.16 Officers and Boards of Directors .

(a) The New Boards shall be selected by the Required Consenting Creditors and the identities of directors on the New Boards shall be set forth in the Plan Supplement, to the extent known at the time of filing, in accordance with 11 U.S.C. § 1129(a)(5).

(b) Except to the extent that a member of the board of directors of a Debtor continues to serve as a director of such Debtor on the Effective Date, the members of the board of directors of each Debtor prior to the Effective Date, in their capacities as such, shall have no continuing obligations to the Reorganized Debtors on or after the Effective Date and each such member will be deemed to have resigned or shall otherwise cease to be a director of the applicable Debtor on the Effective Date. Commencing on the Effective Date, each of the directors of the Reorganized Debtors shall serve pursuant to the terms of the applicable organizational documents of such Reorganized Debtor and may be replaced or removed in accordance with such organizational documents.

5.17 Management Incentive Plan . After the Effective Date, the Reorganized Debtors shall establish the Management Incentive Plan. The Management Incentive Plan shall provide equity-based compensation to the management of the Reorganized Debtors in an amount not to exceed 10.0% of the aggregate amount of New Common Shares. The new equity issued pursuant to the Management Incentive Plan shall dilute all of the other New Common Shares contemplated to be issued pursuant to this Plan.

5.18 New Shareholders Agreement . On the Effective Date, Reorganized PDSA and all of the holders of New Common Shares then outstanding shall be deemed to be parties to the New Shareholders Agreement without the need for execution by any such holder other than Reorganized PDSA. On the Effective Date, Reorganized PDSA shall enter into and deliver the New Shareholders Agreement to each Person or Entity that is intended to be a party thereto, and such New Shareholders Agreement shall be binding on Reorganized PDSA and all parties receiving, and all holders of, New Common Shares of Reorganized PDSA; provided , that regardless of whether such parties execute the New Shareholders Agreement, such parties will be deemed to have signed the New Shareholders Agreement, which shall be as binding on such parties as if they had actually signed it.

5.19 Corporate Action . Each of the matters provided for under this Plan involving the corporate structure of any Debtor or any corporate action to be taken by or required of any Debtor or Reorganized Debtor shall be deemed to have occurred and be effective as provided herein, and shall be authorized, approved, and, to the extent taken prior to the Effective Date, ratified in all respects without any requirement of further action by shareholders, members, creditors, directors, or managers of the Debtors or Reorganized Debtors, as applicable. To the extent permitted by applicable law, the authorizations and approvals contemplated by this Section 5.19 shall be effective notwithstanding any requirements under nonbankruptcy law.

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5.20 Effectuating Documents; Further Transactions . The chairman of the board of directors, president, chief executive officer, chief financial officer, manager, or any other appropriate officer of the Debtors or, after the Effective Date, the Reorganized Debtors, shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, indentures, and other agreements or documents, and take such actions as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan. The secretary of the Debtors, or, after the Effective Date, of the Reorganized Debtors, shall be authorized to certify or attest to any of the foregoing actions.

5.21 Preservation of Retained Actions . In accordance with section 1123(b)(3) of the Bankruptcy Code, the Reorganized Debtors will retain and may (but are not required to) enforce all Retained Actions. After the Effective Date, the Reorganized Debtors, in their sole and absolute discretion, shall have the right to bring, settle, release, compromise, or enforce such Retained Actions (or decline to do any of the foregoing), without further approval of the Bankruptcy Court. The Reorganized Debtors or any successors, in the exercise of their sole discretion, may pursue such Retained Actions so long as it is in the best interests of the Reorganized Debtors or any successors holding such rights of action. The failure of the Debtors to specifically list any claim, right of action, suit, proceeding, or other Retained Action in this Plan, the Disclosure Statement, the Plan Supplement, or otherwise does not, and will not be deemed to, constitute a waiver or release by the Debtors or the Reorganized Debtors of such claim, right of action, suit, proceeding, or other Retained Action, and the Reorganized Debtors will retain the right to pursue such claims, rights of action, suits, proceedings, and other Retained Actions in their sole discretion and, therefore, no preclusion doctrine, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches will apply to such claim, right of action, suit, proceeding, or other Retained Action upon or after the Confirmation or consummation of this Plan.

5.22 Exemption from Certain Transfer Taxes and Recording Fees . To the maximum extent provided by section 1146(a) of the Bankruptcy Code, any post-Confirmation sale by any Debtor or any transfer from any Entity pursuant to, in contemplation of, or in connection with this Plan or pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, equity security, or other interest in the Debtors; or (b) the making, delivery, or recording of any deed or other instrument of transfer under, in furtherance of, or in connection with, this Plan, including any deeds, bills of sale, assignments, or other instruments of transfer executed in connection with any transaction arising out of, contemplated by, or in any way related to this Plan, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee, or other similar tax or governmental assessment, in each case to the extent permitted by applicable bankruptcy law, and the appropriate state or local government officials or agents shall forego collection of any such tax or governmental assessment and accept for filing and recordation any of the foregoing instruments or other documents without the payment of any such tax or governmental assessment.

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5.23 Debtors ’ Waiver of Certain Claims Related to 2017 Notes . The Debtors waive any recovery on account of their holdings of the 2017 Notes. For the avoidance of doubt, the consideration that would otherwise be distributed to the Debtors on account of their holdings of the 2017 Notes shall not be reallocated to Holders of 2017 Notes Claims.

5.24 Further Authorization . The Debtors and the Reorganized Debtors shall be entitled to seek such orders, judgments, injunctions, and rulings as they deem necessary to carry out the intentions and purposes, and to give full effect to the provisions, of this Plan.

5.25 Indenture Trustee Fees and Expenses . On and after the Confirmation Date, the Debtors or Reorganized Debtors shall pay to each Indenture Trustee in full in Cash, to the extent still outstanding and not previously paid (including, for the avoidance of doubt, any pre- and post-Confirmation Date amounts incurred and outstanding), the documented fees, expenses, and disbursements of such Indenture Trustee (including any contractual fees and the reasonable fees, disbursements, and other charges of their counsel) incurred in connection with, as applicable, the 2017 Notes, the 2020 Notes, the 2017 Notes Indenture, the 2020 Notes Indenture, the Chapter 11 Cases, or this Plan (the “ Indenture Trustee Fees and Expenses ”). The procedures governing payment of the fees and expenses of each Indenture Trustee set forth in Section 3.d of the Order (A)  Granting Adequate Protection, (B)  Modifying the Automatic Stay and (C)  Granting Relief [Docket No. 83] previously entered in these Chapter 11 Cases shall be the procedures governing payment of the Indenture Trustee Fees and Expenses under this Section 5.25; provided , that invoices submitted for payment pursuant to such procedures shall not be subject to review by the Office of the United States Trustee unless the Office of the United States Trustee notifies each Indenture Trustee in writing within thirty (30) days after the Confirmation Date that such invoices are subject to its review as set forth in such procedures. Nothing contained in this Plan or the Confirmation Order shall affect the right of an Indenture Trustee to assert its respective Charging Lien against any distribution relating to the 2017 Notes or 2020 Notes, as applicable, and deducting from such distribution an amount of New Common Shares deemed sufficient by the applicable Indenture Trustee to satisfy all unpaid Indenture Trustee Fees and Expenses owed to it; provided , that upon the full and indefeasible payment of all Indenture Trustees Fees and Expenses, their respective Charging Liens shall be deemed released and discharged.

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ARTICLE VI

DISTRIBUTIONS

6.1 Distributions Generally . The Disbursing Agent shall make all Plan distributions on behalf of the Debtors in accordance with this Article VI and other governing terms of this Plan.

6.2 No Postpetition or Default Interest on Claims . Unless required by the Bankruptcy Code or otherwise specifically provided for in this Plan (including with respect to Class 4A – RCF Claims and Class 5B – SSCF Claims), the Confirmation Order, or another order of the Bankruptcy Court, and notwithstanding any documents that govern the Debtors’ prepetition funded indebtedness to the contrary, postpetition and/or default interest shall not accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to (a) interest accruing on such Claim on or after the Petition Date on any such Claim or (b) interest at the contract default rate, as applicable.

6.3 Date of Distributions . Unless otherwise provided in this Plan, any distributions and deliveries to be made under this Plan shall be made on the Effective Date or as soon thereafter as is practicable; provided , that the Reorganized Debtors may implement periodic distribution dates to the extent they determine them to be appropriate.

6.4 Distribution Record Date . As of the close of business on the Distribution Record Date, the various lists of Holders of Claims in each Class, as maintained by the Debtors or their agents, shall be deemed closed, and there shall be no further changes in the record Holders of any Claims after the Distribution Record Date. Neither the Debtors nor the Disbursing Agent shall have any obligation to recognize any transfer of a Claim occurring after the close of business on the Distribution Record Date. In addition, with respect to payment of any Cure Amounts or disputes over any Cure Amounts, neither the Debtors nor the Disbursing Agent shall have any obligation to recognize or deal with any party other than the non-Debtor party to the applicable Executory Contract or Unexpired Lease, even if such non-Debtor party has sold, assigned, or otherwise transferred its Claim for a Cure Amount. For the avoidance of doubt, this Section 6.4 is not applicable to distributions to the Noteholders under the terms of this Plan. For the avoidance of doubt, the Distribution Record Date shall not apply to the Debtors’ publicly-traded securities, the holders of which shall receive a Distribution in accordance with this Plan and the customary procedures of DTC on or as soon as practicable after the Effective Date. For the further avoidance of doubt, this Section 6.4 is not applicable to distributions to RCF Lenders or SSCF Lenders, which shall receive Distributions in accordance with the RCF Credit Agreement or the SSCF Credit Agreement, as applicable, based on the RCF Administrative Agent’s and the SSCF Administrative Agent’s books and records, as applicable, as of the Effective Date.

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6.5 Disbursing Agent . All distributions under this Plan shall be made by the Disbursing Agent or, if applicable, its agent on and after the Effective Date as provided herein. The Disbursing Agent shall not be required to give any bond or surety or other security for the performance of its duties. The Reorganized Debtors shall use all commercially reasonably efforts to provide the Disbursing Agent (if other than the Reorganized Debtors) with the amounts of Claims and the identities and addresses of Holders of Claims, in each case, as set forth in the Debtors’ or Reorganized Debtors’ books and records. The Reorganized Debtors shall cooperate in good faith with the applicable Disbursing Agent (if other than the Reorganized Debtors) to comply with the reporting and withholding requirements outlined in Section 6.15.

6.6 Delivery of Distributions . Subject to subsections (a) through (d) of this Section 6.6, the Disbursing Agent will issue or cause to be issued the applicable consideration under this Plan and, subject to Bankruptcy Rule 9010, will make all distributions as and when required by this Plan: (i), in the case of Allowed RCF Claims (other than Claims on account of RCF Secured Cash Management Agreements and RCF Hedging Agreements, which distributions shall be made directly to the Holders thereof), Allowed SSCF Claims (other than Claims on account of SSCF Hedging Agreements, which distributions shall be made directly to the Holders thereof), Allowed Term Loan B Claims, Allowed 2017 Notes Claims and, Allowed 2020 Notes Claims, to the appropriate RCF Administrative Agent, SSCF Administrative Agent, Term Loan B Administrative Agent, or Indenture Trustee and (ii) in the case of all other Allowed Claims, to the address of the Holder of such claim on the books and records of the Debtors or their agents or the address in any written notice of address change delivered to the Debtors or the Disbursing Agent, including any addresses included on any transfers of Claim filed pursuant to Bankruptcy Rule 3001. In the event that any distribution is returned as undeliverable, no distribution or payment shall be made to such recipient unless and until the Disbursing Agent has been notified of the then-current address of recipient, at which time or as soon thereafter as reasonably practicable such distribution shall be made without interest.

(a) The RCF Administrative Agent and its agents, successors, and assigns, or such Entity appointed by the RCF Administrative Agent, shall facilitate the making of distributions to Holders of Allowed RCF Claims (other than Claims on account of RCF Secured Cash Management Agreements and RCF Hedging Agreements, which distributions shall be made directly by the Debtors or the Disbursing Agent to the Holders thereof) in accordance with the terms of the RCF Credit Agreement. Notwithstanding the terms of the Intercreditor Agreement, Plan distributions on account of Allowed RCF Claims shall be made by the RCF Administrative Agent. The RCF Administrative Agent and the Pari Passu Collateral Agent shall not have any liability to any person with respect to Distributions made or directed to be made by the RCF Administrative Agent. All Cash Distributions to be made hereunder to the RCF Administrative Agent on account of the RCF Claims shall be made by wire transfer.

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(b) The Term Loan B Administrative Agent, its agents, successors, and assigns, or such Entity appointed by the Term Loan B Administrative Agent shall facilitate the making of distributions to Holders of Allowed Term Loan B Claims in accordance with the Term Loan B Credit Agreement. Notwithstanding the terms of the Intercreditor Agreement, Plan distributions on account of Allowed Term Loan B Claims shall be made to the Term Loan B Administrative Agent. The Term Loan B Administrative Agent and the Pari Passu Collateral Agent shall not have any liability to any person with respect to Distributions made or directed to be made by the Term Loan B Administrative Agent.

(c) As soon as practicable after the Effective Date, and subject to the Charging Liens of each Indenture Trustee, the Disbursing Agent shall make all distributions with respect to the 2017 Notes Claims and the 2020 Notes Claims (and in the case of distributions with respect to the 2020 Notes Claims, notwithstanding the terms of the Intercreditor Agreement) to the applicable Indenture Trustee (or directly to DTC upon the written consent of the applicable Indenture Trustee) for onward distribution (less any applicable Charging Liens) to the appropriate Noteholders (i) through DTC in exchange for the 2017 Notes and the 2020 Notes, as applicable, including the related book-entry positions relating to such notes, or (ii) in the event the New Common Shares are not eligible for distribution through the facilities of DTC, pursuant to a written process developed and implemented by the Debtors or Reorganized Debtors and the Disbursing Agent, in consultation with the applicable Indenture Trustee, to facilitate such distributions to the appropriate Noteholders and the elimination of the 2017 Notes or 2020 Notes, as applicable, including all book-entry positions relating to such notes, from DTC’s books and records (in either case, the “ Distribution Process ”). Each Indenture Trustee shall be held fully harmless for its utilization of and reliance on the Distribution Process to effectuate distributions relating to the 2017 Notes, the 2020 Notes, the 2017 Notes Claims, and the 2020 Notes Claims, to the appropriate Noteholders. Nothing in this Plan shall be deemed to impair, waive, or discharge the Indenture Trustees’ Charging Liens.

As a condition precedent to the distributions provided for in this subsection, the Noteholders shall be deemed to have surrendered their 2017 Notes, 2020 Notes, book-entry positions related to such notes, and other documentation underlying such notes, as applicable, all of which shall be deemed to be cancelled in accordance with Section 5.3 of this Plan. With respect to each of the distributions to be made to the Noteholders, the obligations of the applicable Indenture Trustee relating to such distribution shall be discharged and deemed satisfied upon (A) DTC’s receipt of such distribution, or (B) in accordance with the Distribution Process.

(d) The SSCF Administrative Agent and its agents, successors, and assigns, or such Entity appointed by the SSCF Administrative Agent, shall facilitate the making of distributions to Holders of Allowed SSCF Claims (other than Claims on account of SSCF Hedging Agreements, which distributions shall be made directly by the Debtors or the Disbursing Agent to the Holders thereof) in accordance with the SSCF Credit Agreement. Plan distributions on account of Allowed SSCF Claims shall be made by the SSCF Administrative Agent. The SSCF Administrative Agent shall not have any liability to any person with respect to Distributions made or directed to be made by the SSCF Administrative Agent.

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(e) Notwithstanding anything in this Plan to the contrary and subject to Article VI, in connection with any distribution under this Plan to be effected through the facilities of DTC (whether by means of book-entry exchange, free delivery, or otherwise), the Debtors and Reorganized Debtors, as applicable, will be entitled to recognize and deal for all purposes under this Plan with Holders of Allowed Term Loan B Claims, to the extent consistent with the customary practices of DTC used in connection with such distributions. With respect to the New Common Shares to be distributed under this Plan through the facilities of DTC, all of such New Common Shares shall be issued in the names of such Holders or their nominees in accordance with DTC’s book-entry exchange procedures; provided, that such New Common Shares are permitted to be held through DTC’s book-entry system; provided, further, that to the extent that New Common Shares are not eligible for distribution in accordance with DTC’s customary practices, the Reorganized Debtors will take all such reasonable actions as may be required to cause distributions of the New Common Shares under this Plan.

6.7 Unclaimed Property . One year from the later of: (a) the Effective Date and (b) the date that is ten (10) Business Days after the date a Claim is first Allowed, all distributions payable on account of such Claim shall be deemed unclaimed property under section 374(b) of the Bankruptcy Code and shall revert to the Reorganized Debtors or their successors or assigns, and all claims of any other Person (including the Holder of a Claim in the same Class) to such distribution shall be discharged and forever barred. The Reorganized Debtors and the Disbursing Agent shall have no obligation to attempt to locate any Holder of an Allowed Claim other than by reviewing the Debtors’ books and records and the Bankruptcy Court’s filings.

6.8 Satisfaction of Claims . Unless otherwise provided herein, any distributions and deliveries to be made on account of Allowed Claims under this Plan shall be in complete and final satisfaction, settlement, and discharge of and exchange for such Allowed Claims.

6.9 Manner of Payment Under Plan . Except as specifically provided herein, at the option of the Debtors or the Reorganized Debtors, as applicable, any Cash payment to be made under this Plan may be made by a check or wire transfer or as otherwise required or provided in applicable agreements or customary practices of the Debtors.

6.10 Fractional Shares and Notes and De Minimis Cash Distributions . No fractional New Common Shares shall be distributed. When any distribution would otherwise result in the issuance of a number of New Common Shares that is not a whole number, the New Common Shares subject to such distribution shall be rounded to the next higher or lower whole number as follows: (a) fractions equal to or greater than  ¹ ⁄ ₂ shall be rounded to the next higher whole number, and (b) fractions less than  ¹ ⁄ ₂ shall be

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rounded to the next lower whole number. For the avoidance of doubt, DTC is considered a single holder for rounding and distribution purposes. The total number of New Common Shares to be distributed on account of Allowed Claims will be adjusted as necessary to account for the rounding provided for herein. No consideration will be provided in lieu of fractional shares that are rounded down. Neither the Reorganized Debtors nor the Disbursing Agent shall have any obligation to make a distribution that is less than one (1) New Common Share or $50.00 in Cash. Fractional New Common Shares that are not distributed in accordance with this Section 6.10 shall be returned to, and ownership thereof shall vest in, Reorganized PDSA. The New First Lien Notes and the New Second Lien PIK Toggle Notes shall be issued in denominations of one thousand dollars ($1,000) or any integral multiples thereof and any other amounts shall be rounded down.

6.11 No Distribution in Excess of Amount of Allowed Claim . Notwithstanding anything to the contrary in this Plan, no Holder of an Allowed Claim shall receive, on account of such Allowed Claim, Plan distributions in excess of the Allowed amount of such Claim (plus any postpetition interest on such Claim solely to the extent permitted by Section 6.2).

6.12 Allocation of Distributions Between Principal and Interest . Except as otherwise provided in this Plan and subject to Section 3.3 of this Plan, to the extent that any Allowed Claim entitled to a distribution under this Plan is comprised of indebtedness and accrued but unpaid interest thereon, such distribution shall be allocated first to the principal amount (as determined for federal income tax purposes) of the Claim and then to accrued but unpaid interest.

6.13 Setoffs and Recoupments . Each Reorganized Debtor or its designee as instructed by such Reorganized Debtor may, pursuant to section 553 of the Bankruptcy Code or applicable nonbankruptcy law, offset or recoup against any Allowed Claim and the distributions to be made pursuant to this Plan on account of such Allowed Claim any and all claims, rights, and Causes of Action that a Reorganized Debtor or its successors may hold against the Holder of such Allowed Claim after the Effective Date to the extent that such setoff or recoupment is either (a) agreed in amount among the relevant Reorganized Debtor(s) and the Holder of the Allowed Claim or (b) otherwise adjudicated by the Bankruptcy Court or another court of competent jurisdiction; provided , that neither the failure to effect a setoff or recoupment nor the allowance of any Claim hereunder will constitute a waiver or release by a Reorganized Debtor or its successor of any claims, rights, or Causes of Action that a Reorganized Debtor or its successor or assign may possess against such Holder.

6.14 Rights and Powers of Disbursing Agent .

(a) Powers of the Disbursing Agent . The Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreements, instruments, and other documents necessary to perform its duties under this Plan; (ii) make all applicable distributions or payments provided for under this Plan; (iii) employ professionals to represent it with respect to its responsibilities; and (iv) exercise such other powers (A) as may be vested in the Disbursing Agent by order of the Bankruptcy Court (including any order issued after the Effective Date) or pursuant to this Plan or (B) as deemed by the Disbursing Agent to be necessary and proper to implement the provisions of this Plan.

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(b) Expenses Incurred on or After the Effective Date . Except as otherwise ordered by the Bankruptcy Court and subject to the written agreement of the Reorganized Debtors, the amount of any reasonable fees and expenses incurred by the Disbursing Agent on or after the Effective Date (including taxes) and any reasonable compensation and expense reimbursement Claims (including for reasonable attorneys’ and other professional fees and expenses) made by the Disbursing Agent shall be paid in Cash by the Reorganized Debtors.

6.15 Withholding and Reporting Requirements . In connection with this Plan and all instruments issued in connection therewith and distributed thereon, the Reorganized Debtors shall comply with all withholding and reporting requirements imposed by any federal, state, or local taxing authority, and all distributions under this Plan shall be subject to any such withholding and reporting requirements. In the case of a non-Cash distribution that is subject to withholding, the distributing party may withhold an appropriate portion of such distributed property and sell such withheld property to generate the Cash necessary to pay over the withholding tax. Any amounts withheld pursuant to the preceding sentence shall be deemed to have been distributed to and received by the applicable recipient for all purposes of this Plan.

Notwithstanding the above, each Holder of an Allowed Claim or Interest that is to receive a distribution under this Plan shall have the sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed on such Holder by any governmental unit, including income, withholding, and other tax obligations, on account of such distribution. The Reorganized Debtors have the right, but not the obligation, to not make a distribution until such Holder has made arrangements satisfactory to any issuing or disbursing party for payment of any such tax obligations.

The Reorganized Debtors may require, as a condition to receipt of a distribution, that the Holder of an Allowed Claim complete and return a Form W-8 or W-9, as applicable to each such Holder. If the Reorganized Debtors make such a request and the Holder fails to comply before the date that is 180 days after the request is made, the amount of such distribution shall irrevocably revert to the applicable Reorganized Debtor and any Claim in respect of such distribution shall be discharged and forever barred from assertion against such Reorganized Debtor or its respective property.

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6.16 Claims Paid or Payable by Third Parties .

(a) Claims Paid by Third Parties. The Debtors or the Reorganized Debtors, as applicable, shall reduce a Claim, and such Claim shall be Disallowed without a Claims objection having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent that the Holder of such Claim receives payment on account of such Claim from a party that is not a Debtor or a Reorganized Debtor. Subject to the last sentence of this paragraph, to the extent a Holder of a Claim receives a distribution on account of such Claim and receives payment from a party that is not a Debtor or a Reorganized Debtor on account of such Claim, such Holder shall, within fourteen (14) days of receipt thereof, repay or return the distribution to the applicable Reorganized Debtor, to the extent the Holder’s total recovery on account of such Claim from the third party and under this Plan exceeds the amount of such Claim as of the date of any such distribution under this Plan. The failure of such Holder to timely repay or return such distribution shall result in the Holder owing the applicable Reorganized Debtor annualized interest at the Federal Judgment Rate on such amount owed for each Business Day after the 14-day period specified above until the amount is repaid.

(b) Claims Payable by Third Parties . Except as otherwise provided in this Plan, (i) no distributions under this Plan shall be made on account of an Allowed Claim that is payable pursuant to one of the Debtors’ insurance policies until the Holder of such Allowed Claim has exhausted all remedies with respect to such insurance policy, and (ii) to the extent that one or more of the Debtors’ insurers agrees to satisfy in full or in part a Claim (if and to the extent adjudicated by a court of competent jurisdiction), then immediately upon such insurers’ agreement, the applicable portion of such Claim may be expunged without a Claims objection having to be filed and without any further notice to or action, order, or approval of the Bankruptcy Court.

(c) Applicability of Insurance Proceeds . Except as otherwise provided in this Plan, distributions to Holders of Allowed Claims shall be in accordance with the provisions of any applicable insurance policy. Nothing contained in this Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or any Entity may hold against any other Entity, including insurers under any policies of insurance, nor shall anything contained herein (i) constitute or be deemed a waiver by such insurers of any rights or defenses, including coverage defenses, held by such insurers, or (ii) establish, determine, or otherwise imply any liability or obligation, including any coverage obligation, of any insurer.

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ARTICLE VII

PROCEDURES FOR DISPUTED CLAIMS

7.1 Allowance of Claims . After the Effective Date, each of the Debtors or the Reorganized Debtors shall have and retain any and all rights and defenses such Debtor had with respect to any Claim immediately before the Effective Date. Except as expressly provided in this Plan or in any order entered in these Chapter 11 Cases prior to the Effective Date (including the Confirmation Order), no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed under this Plan or the Bankruptcy Court has entered a Final Order, including the Confirmation Order (when it becomes a Final Order), in these Chapter 11 Cases allowing such Claim.

7.2 Objections to Claims .

(a) Authority . The Debtors, and after the Effective Date, the Reorganized Debtors shall have authority to file objections to any Claim, and to withdraw any objections to any Claim that they may file. The Debtors, and after the Effective Date, the Reorganized Debtors shall have authority to settle, compromise, or litigate to judgment any objections to any Claim. Except as set forth above, after the Effective Date, the Reorganized Debtors also shall have the right to resolve any Disputed Claim outside the Bankruptcy Court under applicable governing law.

(b) Objection Deadline . As soon as practicable, but no later than the Claim Objection Deadline, the Debtors, and after the Effective Date, the Reorganized Debtors may file objections with the Bankruptcy Court and serve such objections on the Holders of the Claims to which such objections are made. Nothing contained herein, however, shall limit the right of the Reorganized Debtors to object to Claims, if any, filed or amended after the Claim Objection Deadline. The Claim Objection Deadline may be extended by the Bankruptcy Court upon motion by the Reorganized Debtors.

7.3 Estimation of Claims . The Reorganized Debtors may at any time request that the Bankruptcy Court estimate any contingent, unliquidated, or Disputed Claim pursuant to section 502(c) of the Bankruptcy Code, regardless of whether the Debtors or Reorganized Debtors previously objected to such Claim or whether the Bankruptcy Court has ruled on any such objection, and the Bankruptcy Court will retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. In the event that the Bankruptcy Court estimates any contingent, unliquidated, or Disputed Claim, the amount so estimated shall constitute either the Allowed amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount constitutes a maximum limitation on the amount of such Claim, the Debtors or Reorganized Debtors, as applicable, may pursue supplementary proceedings to object to the allowance of such Claim. All of the aforementioned objection, estimation, and resolution procedures are intended to be cumulative and not exclusive of one another. Claims may be estimated and subsequently compromised, settled, withdrawn, or resolved by any mechanism approved by the Bankruptcy Court.

7.4 No Distributions Pending Allowance . If an objection to a Claim is filed as set forth in Section 7.2, no payment or distribution provided under this Plan shall be made on account of such Claim unless and until such Disputed Claim becomes an Allowed Claim.

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7.5 Resolution of Claims . Except as otherwise provided herein, or in any contract, instrument, release, indenture, or other agreement or document entered into in connection with this Plan, in accordance with section 1123(b) of the Bankruptcy Code, the Reorganized Debtors shall retain and may enforce, sue on, settle, or compromise (or decline to do any of the foregoing) all Claims, Disputed Claims, rights, Causes of Action, suits, and proceedings, whether in law or in equity, whether known or unknown, that the Debtors or their Estates may hold against any Person, without the approval of the Bankruptcy Court, the Confirmation Order, and any contract, instrument, release, indenture, or other agreement entered into in connection herewith. The Reorganized Debtors or their successors may pursue such retained Claims, rights, Causes of Action, suits, or proceedings, as appropriate, in accordance with the best interests of the Debtors.

7.6 Disallowed Claims . All Claims held by persons or entities against whom or which any of the Debtors or the Reorganized Debtors has commenced a proceeding asserting a Cause of Action under sections 542, 543, 544, 545, 547, 548, 549, and/or 550 of the Bankruptcy Code shall be deemed Disallowed Claims pursuant to section 502(d) of the Bankruptcy Code and Holders of such Claims shall not be entitled to vote to accept or reject this Plan. Claims that are deemed Disallowed pursuant to this Section 7.6 shall continue to be Disallowed for all purposes until such Claim has been settled or resolved by Final Order and any sums due to the Debtors or the Reorganized Debtors from such party have been paid.

ARTICLE VIII

TREATMENT OF EXECUTORY CONTRACTS

AND UNEXPIRED LEASES

8.1 Assumption or Rejection of Executory Contracts and Unexpired Leases . Except as otherwise provided in this Plan, on the Effective Date, all Executory Contracts and Unexpired Leases of the Debtors shall be deemed assumed in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, unless such Executory Contract or Unexpired Lease (a) has previously been rejected by order of the Bankruptcy Court in effect as of the Effective Date (which order may be the Confirmation Order); (b) is the subject of a motion to reject filed on or before the Effective Date; (c) is identified on the Schedule of Rejected Executory Contracts or Unexpired Leases to be filed with the Plan Supplement; or (d) has expired or terminated pursuant to its own terms. The Confirmation Order will constitute an order of the Bankruptcy Court under sections 365 and 1123(b) of the Bankruptcy Code approving the assumptions or assumption and assignments or rejections described herein as of the Effective Date. Unless otherwise indicated, all assumptions, assumptions and assignments, and rejections of Executory Contracts and Unexpired Leases in this Plan will be effective as of the Effective Date. Each Executory Contract and Unexpired Lease assumed or assumed and assigned pursuant to this Plan, or by Bankruptcy Court order, will vest in and be fully enforceable by the applicable Reorganized Debtor or assignee in accordance with its terms, except as such terms may have been modified by order of the Bankruptcy Court. Notwithstanding the foregoing paragraph or anything to the contrary herein, the Debtors reserve the right to alter, amend, modify, or supplement the Schedule of Rejected Executory Contracts and Unexpired Leases prior to the Effective Date.

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8.2 D&O Liability Insurance Policies . As of the Effective Date, the D&O Liability Insurance Policies shall be treated as if they were Executory Contracts that are assumed under this Plan. Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval of the Debtors’ foregoing assumption of each of the D&O Liability Insurance Policies. Notwithstanding anything to the contrary contained in this Plan, Confirmation of this Plan shall not discharge, impair, or otherwise modify any indemnity obligations assumed by the foregoing assumption of the D&O Liability Insurance Policies, and each such indemnity obligation shall be deemed and treated as an Executory Contract that has been assumed by the Debtors under this Plan as to which no Proof of Claim need be filed.

8.3 Indemnification . Except as otherwise specifically limited in this Plan, any obligations or rights of the Debtors to defend, indemnify, reimburse, or limit the liability of the Debtors’ present and former directors, officers, employees, agents, representatives, attorneys, accountants, financial advisors, restructuring advisors, investment bankers, and consultants (the “ Covered Persons ”) pursuant to the Debtors’ certificates of incorporation, by-laws, indemnification agreements, policy of providing employee indemnification, applicable law, or specific agreement in respect of any claims, demands, suits, Causes of Action, or proceedings against such Covered Persons based upon any act or omission related to such Covered Persons’ service with, for, or on behalf of the Debtors prior to the Effective Date, shall be treated as if they were Executory Contracts that are assumed under this Plan and shall survive the Effective Date and remain unaffected thereby, and shall not be discharged, irrespective of whether such defense, indemnification, reimbursement, or limitation of liability is owed in connection with an occurrence before or after the Petition Date.

8.4 Employee Benefit Plans and Agreements . As, and subject to the occurrence, of the Effective Date, all employee compensation and benefit plans, policies, and programs of the Debtors applicable generally to their employees, including agreements and programs subject to section 1114 of the Bankruptcy Code, as in effect on the Effective Date, including all savings plans, retirement plans, health care plans, disability plans, severance benefit plans, incentive plans, and life, accidental death and dismemberment insurance plans, and workers’ compensation programs, shall be deemed to be, and shall be treated as though they are, Executory Contracts that are assumed under this Plan by the Reorganized Debtors, and the Debtors’ obligations under such agreements and programs shall survive the Effective Date of this Plan, without prejudice to the Reorganized Debtors’ rights under applicable nonbankruptcy law to modify, amend, or terminate the foregoing arrangements, except for (a) such Executory Contracts or plans specifically rejected pursuant to this Plan (to the extent such rejection does not violate section 1114 of the Bankruptcy Code) and (b) such Executory Contracts or plans that have previously been terminated or rejected, pursuant to a Final Order, or specifically waived by the beneficiaries of such plans, contracts, or programs.

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8.5 Cure of Defaults Under Assumed Contracts . The Reorganized Debtors shall cure any monetary defaults under any Executory Contract and Unexpired Lease to be assumed pursuant to this Plan by paying to the non-Debtor counterparty the full amount of any monetary default in the ordinary course of business. Accordingly, no party to an Assumed Contract need file any cure Claim, and the Debtors need not file any lists of any proposed cure claims, with the Bankruptcy Court. Notwithstanding the foregoing, the Reorganized Debtors and counterparties to Assumed Contracts reserve all their rights in the event of a dispute over the amount of a cure claim. If there is any such dispute that cannot be resolved consensually, then either party must file with the Bankruptcy Court a request for allowance and payment of such cure Claim within seventy-five (75) days after the Effective Date. Moreover, the Reorganized Debtors shall be authorized to reject any Executory Contract or Unexpired Lease to the extent the Reorganized Debtors, in the exercise of their sound business judgment, conclude that the amount of the cure Claim as determined by the Bankruptcy Court, renders assumption of such Executory Contract or Unexpired Lease unfavorable to the Reorganized Debtors.

8.6 Claims Based on Rejection of Executory Contracts and Unexpired Leases . Unless otherwise provided by a Bankruptcy Court order, any Proofs of Claim asserting Claims arising from the rejection of the Debtors’ Executory Contracts and Unexpired Leases pursuant to this Plan or otherwise must be filed no later than thirty (30) days after the Effective Date. Any Proofs of Claim arising from the rejection of the Debtors’ Executory Contracts or Unexpired Leases that are not timely filed shall be Disallowed automatically, forever barred from assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors without the need for any objection by any Person or further notice to or action, order, or approval of the Bankruptcy Court, and any Claim arising out of the rejection of such Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors’ Executory Contracts and Unexpired Leases shall be classified as General Unsecured Claims and shall be treated in accordance with the particular provisions of this Plan for such Claims; provided , however , that if the Holder of an Allowed Claim for rejection damages has an unavoidable security interest in any collateral to secure obligations under such rejected Executory Contract or Unexpired Lease, the Allowed Claim for rejection damages shall be treated as an Other Secured Claim to the extent of the value of such Holder’s interest in such collateral, with the deficiency, if any, treated as a General Unsecured Claim.

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8.7 Reservation of Rights . Nothing contained in this Plan shall constitute an admission by the Debtors that any particular contract is in fact an Executory Contract or Unexpired Lease or that the Debtors have any liability thereunder. If there is a dispute regarding whether a contract or lease is or was executory or unexpired at the time of assumption or rejection, the Debtors or the Reorganized Debtors, as applicable, shall have forty-five (45) days following entry of a Final Order resolving such dispute to alter and to provide appropriate treatment of such contract or lease.

ARTICLE IX

CONDITIONS PRECEDENT TO CONFIRMATION

AND CONSUMMATION OF THIS PLAN

9.1 Conditions Precedent to Confirmation of this Plan . The following are conditions precedent to the confirmation of this Plan:

(a) an order, in form and substance acceptable to the Debtors, the Required Consenting Creditors, and QPGL, in each case, subject to the ECA Document Requirements, finding that the Disclosure Statement contains adequate information pursuant to section 1125 of the Bankruptcy Court shall have been entered by the Bankruptcy Court; and

(b) this Plan and the Plan Supplement and all of the schedules, documents, and exhibits contained therein shall have been filed and shall be consistent in all material respects with the ECA Document Requirements.

9.2 Conditions Precedent to the Effective Date . The Debtors shall request that the Confirmation Order include a finding by the Bankruptcy Court that, notwithstanding Bankruptcy Rule 3020(e), the Confirmation Order shall take effect immediately upon its entry. The following are conditions precedent to the occurrence of the Effective Date, each of which must be satisfied or waived in accordance with the terms of this Plan:

(a) the Bankruptcy Court shall have entered the Confirmation Order, and the Confirmation Order shall have become a Final Order and shall, among other things, provide that the Debtors and the Reorganized Debtors are authorized to take all actions necessary or appropriate to enter into, implement, and consummate the agreements and documents created in connection with this Plan;

(b) the Transaction Agreements shall have satisfied the ECA Document Requirements;

(c) all documents related to, provided for therein, or contemplated by the New First Lien Notes, the New Second Lien PIK Toggle Notes, the Rights Offering, the QP Private Placement, the Equity Commitment Agreement, the New Second Lien PIK Toggle Notes Commitment Agreement, and the New Intercreditor Agreement shall be consistent in all material respects with this Plan and the ECA Document Requirements and shall have been executed and delivered, and all conditions precedent thereto shall have been satisfied (other than the occurrence of the Effective Date), which shall occur simultaneously with the satisfaction of all conditions precedent under such documents;

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(d) all conditions precedent to the effectiveness of the New First Lien Notes Indenture, the New Second Lien PIK Toggle Notes Indenture, the Rights Offering, the Equity Commitment Agreement, the New Second Lien PIK Toggle Notes Commitment Agreement, and the New Intercreditor Agreement have occurred or been waived;

(e) the New First Lien Notes, the New Second Lien PIK Toggle Notes and the Equity Issuance shall have been fully funded;

(f) the Professional Fee Escrow shall have been funded;

(g) all governmental and third-party approvals and consents, including Bankruptcy Court approval, necessary in connection with the transactions contemplated by this Plan shall have been obtained, not be subject to unfulfilled conditions, and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority that would restrain, prevent, or otherwise impose materially adverse conditions on such transactions;

(h) all documents and agreements necessary to implement this Plan shall have (i) been tendered for delivery and (ii) been effected or executed by all Entities party thereto, and all conditions precedent to the effectiveness of such documents and agreements shall have been satisfied or waived pursuant to the terms of such documents or agreements; and

(i) the Debtors have supported (and not objected to, delayed, impeded, or taken any other action to interfere with) the relief requested in the Application of Quantum Pacific (Gibraltar) Limited Pursuant to 11 U.S.C. §§ 503(b)(3)(D) and 503(b)(4) for Allowance and Reimbursement of Reasonable Professional Fees and Actual, Necessary Expenses in Making a Substantial Contribution in These Chapter 11 Cases , filed on August 2, 2018 [Docket No. 458] to the extent consistent with the terms of the Global Settlement.

9.3 Waiver of Conditions Precedent . Each of the conditions precedent in Sections 9.1 and 9.2 may be waived only if waived in writing by the Debtors, the Requisite Consenting Creditors, and QPGL, in each case, solely as it relates to the ECA Document Requirements, without notice, leave, or order of the Bankruptcy Court or any formal action other than proceedings to confirm or consummate this Plan.

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9.4 Effect of Failure of Conditions . If the conditions listed in Sections 9.1 and 9.2 of this Plan are not satisfied or waived in accordance with Section 9.3 of this Plan on or before the first Business Day that is more than thirty (30) days after the date on which the Confirmation Order is entered or by such later date as may be agreed between the Debtors and the Required Consenting Creditors and set forth by the Debtors in a notice filed with the Bankruptcy Court prior to the expiration of such period, this Plan shall be null and void in all respects and nothing contained in this Plan or the Disclosure Statement shall (a) constitute a waiver or release of any Claims by or against or any Interests in the Debtors, (b) prejudice in any manner the rights of any Entity, or (c) constitute an admission, acknowledgement, offer, or undertaking by the Debtors, any Holders of Claims or Interests, or any other Entity.

ARTICLE X

EFFECT OF PLAN CONFIRMATION

10.1 Binding Effect . Following the Effective Date, this Plan shall be binding upon and inure to the benefit of the Debtors, their Estates, all present and former Holders of Claims and Interests, whether or not such Holders voted in favor of this Plan, and their respective successors and assigns.

10.2 Compromise and Settlement of Claims, Interests, and Controversies . Pursuant to section 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, this Plan incorporates the Global Settlement which reflects an integrated compromise and settlement designed to achieve a beneficial and efficient resolution of these Chapter 11 Cases for all parties in interest. Accordingly, in consideration of the distributions and other benefits provided under this Plan, the provisions of this Plan, including the releases and Third-Party Release set forth in Section 10.3, shall constitute a good faith compromise and settlement of all Claims, Causes of Action, disputes, or controversies relating to the rights that a Holder of a Claim may have with respect to any Claim or any distribution to be made pursuant to this Plan on account of any such Claim (except as provided in this Plan (including, for the avoidance of doubt, the Retained Causes of Action), the Confirmation Order, or any contract, instrument, release, or other agreement entered into or delivered in connection with this Plan). The entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, as of the Effective Date, of the compromise or settlement of all such Claims, Causes of Action, disputes, or controversies provided for herein, and the Bankruptcy Court’s determination that such compromises and settlements are in the best interests of the Debtors, their estates, the Reorganized Debtors, creditors, and all other parties in interest, and are fair, equitable, and within the range of reasonableness. The compromises and settlement described herein shall be deemed non-severable from each other and from all other terms of this Plan.

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The Debtors reserve the right to revoke or withdraw this Plan as to any Debtor or all of the Debtors prior to the Confirmation Date or at the Confirmation Hearing. If the Debtors revoke or withdraw this Plan as to any or all of the Debtors, or if the Confirmation Date or the Effective Date does not occur as to any or all of the Debtors, then as to such Debtor(s): (a) this Plan will be null and void in all respects; (b) any settlement or compromise embodied in this Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claims or Interests, assumption or rejection of Executory Contracts or Unexpired Leases effected by this Plan, and any document or agreement executed pursuant to this Plan) will be deemed null and void; and (c) nothing contained in this Plan, nor any action taken or not taken by the Debtors with respect to this Plan, the Disclosure Statement, nor any action taken or not taken by the Debtors with respect to this Plan, the Disclosure Statement, or the Confirmation Order, shall be or shall be deemed to be: (i) a waiver or release of any Claims by or against such Debtor(s); (ii) an admission, acknowledgement, offer, or undertaking of any sort by such Debtor(s) or any other party in interest; or (iii) prejudicial in any manner to the rights of such Debtor(s) or any other party in interest. The revocation or withdrawal of this Plan with respect to one or more Debtors shall not require re-solicitation of this Plan with respect to the remaining Debtors.

10.3 Releases and Related Matters .

(a) Releases by the Debtors . Pursuant to section 1123(b) of the Bankruptcy Code, and without limiting any other applicable provisions of, or releases contained in, this Plan, as of the Effective Date, the Debtors and their Estates, the Reorganized Debtors, and any other person seeking to exercise the rights of the Estates, to the extent permitted by applicable law, shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged any and all liabilities, whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise that such Person or Entity has, had, or may have against any Released Party (which release shall be in addition to the discharge of Claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code), in each case, relating to a Debtor, the Estates, the Chapter 11 Cases, the negotiation, consideration, formulation, preparation, dissemination, implementation, Confirmation, or consummation of this Plan, the Exhibits, the Disclosure Statement, any amendments thereof or supplements thereto, the Plan Supplement, the New Secured Debt Documents, the New Intercreditor Agreement, the New Shareholders Agreement, the Rights Offering, the QP Private Placement, the New Second Lien PIK Toggle Notes Commitment Agreement, the Equity Commitment Agreement, the DIP Facility, or the Restructuring Transactions, or any other transactions in connection with the Chapter 11 Cases or any contract, instrument, release, or other agreement or document created or entered into or any other act taken or omitted to be taken in connection therewith or in connection with any other obligations arising under this Plan or the obligations assumed hereunder; provided, however, that the foregoing provisions shall have no effect on: (i)  the liability of any Person or Entity that would otherwise result from the failure to perform or pay any obligation or liability under this Plan or any contract, instrument, release, or other agreement or document (A)  previously assumed, (B)  entered into during the Chapter 11 Cases, or (C)  to be entered into, assumed, or delivered in connection with this Plan; or (ii)  the liability of

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any Released Party that would otherwise result from any act or omission of such Released Party to the extent that such act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct (including fraud). For the avoidance of doubt, nothing in this Section 10.3(a) shall relieve any Released Party from any obligation or liability under this Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Debtor Release, which includes by reference each of the related provisions and definitions contained in this Plan, and further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (1) essential to the Confirmation of this Plan; (2) an exercise of the Debtors’ business judgment; (3) in exchange for the good and valuable consideration and substantial contributions provided by the Released Parties; (4) a good faith settlement and compromise of the Claims released by the Debtor Release; (5) in the best interests of the Debtors and all holders of Claims and Interests; (6) fair, equitable, and reasonable; (7) given and made after due notice and opportunity for hearing; and (8) a bar to any of the Debtors, the Reorganized Debtors, and the Estates and each of their current and former Affiliates, and such Entities’ and their current and former Affiliates’ current and former officers, managers, directors, equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors, assigns, subsidiaries, principals, members, employees, agents, managed accounts or funds, management companies, fund advisors, advisory board members, financial advisors, partners, attorneys, accountants, investment bankers, consultants, representatives, and other professionals, each in their capacity as such asserting any Claim or Cause of Action released pursuant to the Debtor Release.

(b) Releases by the Releasing Parties . Without limiting any other applicable provisions of, or releases contained in, this Plan, as of the Effective Date, in consideration for the obligations of the Debtors and the Reorganized Debtors under this Plan, and the consideration and other contracts, instruments, releases, agreements, or documents to be entered into or delivered in connection with this Plan, each Releasing Party shall be deemed to have conclusively, absolutely, unconditionally, irrevocably, and forever released, waived, and discharged any and all liabilities whether known or unknown, foreseen or unforeseen, existing or hereinafter arising, in law, equity, or otherwise, that such Releasing Party has, had, or may have against any Released Party (which release shall be in addition to the discharge of Claims and termination of Interests provided herein and under the Confirmation Order and the Bankruptcy Code), in each case, relating to a Debtor, the Estates, the Chapter 11 Cases, the negotiation, consideration, formulation, preparation, dissemination, implementation, Confirmation, or consummation of this Plan, the Exhibits, the Disclosure Statement, any amendments thereof or supplements thereto, the Plan Supplement, the New Secured Debt Documents, the New Intercreditor

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Agreement, the New Shareholders Agreement, the Rights Offering, the QP Private Placement, the New Second Lien PIK Toggle Notes Commitment Agreement, the Equity Commitment Agreement, the DIP Facility, or the Restructuring Transactions or any other transactions in connection with the Chapter 11 Cases or any contract, instrument, release, or other agreement or document created or entered into or any other act taken or omitted to be taken in connection therewith or in connection with any other obligations arising under this Plan or the obligations assumed hereunder; provided, however, that the foregoing provisions of this Section 10.3(b) shall have no effect on: (i) the liability of any Person or Entity that would otherwise result from the failure to perform or pay any obligation or liability under this Plan or any contract, instrument, release, or other agreement or document (A) previously assumed, (B) entered into during the Chapter 11 Cases, or (C) to be entered into, assumed, or delivered in connection with this Plan; (ii) the liability of any Released Party that would otherwise result from any act or omission of such Released Party to the extent that such act or omission is determined in a Final Order to have constituted gross negligence or willful misconduct (including fraud); or (iii) any non-Released Party. For the avoidance of doubt, nothing in this provision shall relieve any Released Party from any obligation or liability under this Plan.

Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approval, pursuant to Bankruptcy Rule 9019, of the Third-Party Release, which includes by reference each of the related provisions and definitions contained herein, and, further, shall constitute the Bankruptcy Court’s finding that the Third-Party Release is: (1) essential to the Confirmation of this Plan; (2) given in exchange for the good and valuable consideration and substantial contributions provided by the Released Parties; (3) a good faith settlement and compromise of the Claims released by the Third-Party Release; (4) in the best interests of the Debtors and their Estates; (5) fair, equitable, and reasonable; (6) given and made after due notice and opportunity for hearing; and (7) a bar to any of the Releasing Parties asserting any Claim or Cause of Action released pursuant to the Third-Party Release.

(c) Waiver of Statutory Limitation on Releases . Without limiting any other applicable provisions of, or releases contained in, this Plan, each Releasing Party in each of the releases contained in this Plan (including under this Section  10.3) expressly acknowledges that although ordinarily a general release may not extend to claims which the releasing party does not know or suspect to exist in his favor, which if known by it may have materially affected its settlement with the party released, it has carefully considered and taken into account in determining to enter into the above releases the possible existence of such unknown losses or claims. Without limiting the generality of the foregoing, each Releasing Party expressly waives any and all rights conferred upon it by any statute or rule of law which provides that a release does not extend to claims which the claimant does not know or suspect to exist in its favor at the time of executing the release, which if known by it may have materially affected its settlement with the Released Party, including the provisions of California Civil Code Section  1542. The releases contained in Article X of this Plan are effective regardless of whether those released matters are presently known, unknown, suspected or unsuspected, foreseen or unforeseen.

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10.4 Discharge of the Debtors .

(a) Upon the Effective Date, except as provided in this Plan or the Confirmation Order, the Debtors, and each of them, shall be deemed discharged and released under section 1141(d)(1)(A) of the Bankruptcy Code from any and all Claims, including, but not limited to, demands and liabilities that arose before the Effective Date, and all debts of the kind specified in section 502 of the Bankruptcy Code, whether or not (i) a Proof of Claim based upon such debt is filed or deemed filed under section 501 of the Bankruptcy Code, (ii) a Claim based upon such debt is Allowed under section 502 of the Bankruptcy Code, (iii) a Claim based upon such debt is or has been Disallowed by order of the Bankruptcy Court, or (iv) the Holder of a Claim based upon such debt accepted this Plan.

(b) As of the Effective Date, except as provided in this Plan or the Confirmation Order, all Persons shall be precluded from asserting against the Debtors or the Reorganized Debtors any other or further Claims, debts, rights, Causes of Action, claims for relief, liabilities, or Interests relating to the Debtors based upon any act, omission, transaction, occurrence, or other activity of any nature that occurred prior to the Effective Date. In accordance with the foregoing, except as provided in this Plan or the Confirmation Order, the Confirmation Order shall be a judicial determination of discharge of all such Claims and other debts and liabilities against the Debtors, pursuant to sections 524 and 1141 of the Bankruptcy Code, and such discharge shall void any judgment obtained against the Debtors at any time, to the extent that such judgment relates to a discharged Claim.

(c) For the avoidance of doubt, this Section 10.4 shall not apply to any Claims, debts, rights, Causes of Action, claims for relief, liabilities, or Interests arising under the New Secured Debt Documents, whether executed prior to, on, or after the Effective Date.

10.5 Injunction . Except as otherwise provided in this Plan or the Confirmation Order, from and after the Effective Date, (a) to the extent a party’s Claim is discharged pursuant to this Plan or the Confirmation Order, such party shall be permanently enjoined from pursuing such Claim against the parties that have been discharged pursuant to this Plan or the Confirmation Order, and (b) to the extent a party’s Claim has been released pursuant to this Plan or the Confirmation Order, such Releasing Party shall be permanently enjoined from pursuing such Claim against the applicable Released Party, including (i) commencing or continuing in any manner any action or other proceeding of any kind, including on account of any Claims, Interests, Causes of Action, or liabilities that have been Released; (ii) enforcing, levying, attaching, collecting, or recovering by any manner or means any judgment, award, decree, or order; (iii) creating, perfecting, or enforcing any Lien, Claim, or encumbrance of any kind; (iv) asserting any right of setoff, subrogation, or recoupment of any kind against any debt, liability, or obligation due to the Debtors, Reorganized Debtors, or Released Parties; and (v) commencing or continuing any act,

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in any manner, or in any place to assert any Claim, or send any notice or invoice in respect of any Claim that has been discharged or released under this Plan or that does not otherwise comply with or is inconsistent with the provisions of this Plan; provided , however , that nothing contained in this Plan shall (A) preclude an Entity from obtaining benefits directly and expressly provided to such Entity pursuant to the terms of this Plan; (B) be construed to prevent any Entity from defending against Claims objections or collection action, whether by asserting a right of setoff, recoupment, or otherwise, to the extent permitted by law; or (C) enjoining or precluding any Entity that is not a Releasing Party from taking any of the foregoing enforcement actions against QPGL or any member of the Ad Hoc Group or its assets or property on account of any Claims, Interests, Obligations, suits, judgments, damages, demands, debts, rights, Causes of Action, or liabilities that such Entity has not waived, discharged, compromised, or released pursuant to this Plan or that have not been exculpated pursuant to Section 10.6.

10.6 Exculpation and Limitation of Liability . From and after the Effective Date, the Exculpated Parties shall neither have nor incur any liability to any Person or Entity, and no Holder of a Claim or Interest, no other party in interest, and none of their respective Representatives, each in their capacity as such, shall have any right of action against any Exculpated Party for any act taken or omitted to be taken before the Effective Date based on the Chapter 11 Cases, the negotiation, consideration, formulation, preparation, dissemination, implementation, Confirmation, or consummation of this Plan, the Exhibits, the Disclosure Statement, any amendments thereof or supplements thereto, the Plan Supplement, the New Secured Debt Documents, the New Intercreditor Agreement, the New Shareholders Agreement, the Rights Offering, the QP Private Placement, the New Second Lien PIK Toggle Notes Commitment Agreement, the Equity Commitment Agreement, the DIP Facility, or the Restructuring Transactions or any other transactions in connection with the Chapter 11 Cases or any contract, instrument, release, or other agreement or document created or entered into or any other act taken or omitted to be taken in connection therewith or in connection with any other obligations arising under this Plan or the obligations assumed hereunder; provided , however , that the foregoing provisions of this Section  10.6 shall have no effect on: (a)  the liability of any Person or Entity that would otherwise result from the failure to perform or pay any obligation or liability under this Plan or any contract, instrument, release, or other agreement or document (i)  previously assumed, (ii)  entered into during the Chapter 11 Cases, or (iii)  to be entered into or delivered in connection with this Plan; or (b)  the liability of any Exculpated Party from any obligation or liability under this Plan.

10.7 Term of Bankruptcy Injunction or Stays . Except as provided otherwise in this Plan, from and after the entry of an order closing these Chapter 11 Cases, the automatic stay of section 362(a) of the Bankruptcy Code shall terminate.

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10.8 Post-Confirmation Date Retention of Professionals . Upon the Confirmation Date, any requirement that professionals comply with sections 327 through 331 of the Bankruptcy Code in seeking retention or compensation for services rendered after such date will terminate and the Reorganized Debtors will employ and pay professionals in the ordinary course of business.

ARTICLE XI

RETENTION OF JURISDICTION

11.1 Retention of Jurisdiction . Pursuant to sections 105(c) and 1142 of the Bankruptcy Code and notwithstanding entry of the Confirmation Order and the occurrence of the Effective Date, the Bankruptcy Court shall retain jurisdiction (unless otherwise indicated) over all matters arising in, arising out of, and/or related to, the Chapter 11 Cases and this Plan to the fullest extent permitted by law, including, among other things, jurisdiction to:

(a) resolve any matters related to the assumption, assumption and assignment, or rejection of any Executory Contract or Unexpired Lease to which any Debtor is a party or with respect to which any Debtor may be liable and to hear, determine, and, if necessary, liquidate any Claims arising therefrom;

(b) decide or resolve any motions, adversary proceedings, contested, or litigated matters, and any other matters and grant or deny any applications involving the Debtors that may be pending on the Effective Date (which jurisdiction shall be non-exclusive as to any such non-core matters);

(c) enter such orders as may be necessary or appropriate to implement or consummate the provisions of this Plan, and all contracts, instruments, releases, and other agreements or documents created in connection with this Plan, the Disclosure Statement, the Plan Supplement, or the Confirmation Order (including New First Lien Notes, the New Second Lien PIK Toggle Notes, the Rights Offering, the Equity Commitment Agreement, the New Second Lien PIK Toggle Notes Commitment Agreement, and the New Intercreditor Agreement);

(d) resolve any cases, controversies, suits, or disputes that may arise in connection with the consummation, interpretation, or enforcement of this Plan or any contract, instrument, release, or other agreement or document that is executed or created pursuant to this Plan, or any entity’s rights arising from or obligations incurred in connection with this Plan or such documents;

(e) modify this Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy Code or modify the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with this Plan or the Confirmation Order, or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court order, this Plan, the Confirmation Order, or any contract, instrument, release, or other agreement or document created in connection with this Plan or the Confirmation Order, in such manner as may be necessary or appropriate to consummate this Plan;

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(f) hear and determine all applications for compensation and reimbursement of expenses of Professionals under this Plan or under sections 330, 331, 503(b), and 1129(a)(4) of the Bankruptcy Code; provided , however , that from and after the Effective Date the payment of fees and expenses by the Reorganized Debtors, including professional fees, shall be made in the ordinary course of business and shall not be subject to the approval of the Bankruptcy Court;

(g) issue injunctions, enter and implement other orders, or take such other actions as may be necessary or appropriate to restrain interference by any Entity with consummation, implementation, or enforcement of this Plan or the Confirmation Order;

(h) adjudicate controversies arising out of the administration of the Estates or the implementation of this Plan;

(i) resolve any cases, controversies, suits, or disputes that may arise in connection with Claims, including the Bar Date, related notice, claim objections, allowance, disallowance, estimation, and distribution;

(j) hear and determine Retained Actions by or on behalf of the Debtors or the Reorganized Debtors;

(k) enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason or in any respect modified, stayed, reversed, revoked, or vacated, or distributions pursuant to this Plan are enjoined or stayed;

(l) determine any other matters that may arise in connection with or relate to this Plan, the Disclosure Statement, the Confirmation Order, the Plan Supplement, or any contract, instrument, release, or other agreement or document created in connection with this Plan, the Plan Supplement, the Disclosure Statement, or the Confirmation Order;

(m) enforce all orders, judgments, injunctions, releases, exculpations, indemnifications, and rulings entered in connection with the Chapter 11 Cases;

(n) hear and determine such other matters as may be provided in the Confirmation Order or as may be authorized under the Bankruptcy Code; and

(o) enter an order closing the Chapter 11 Cases.

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11.2 Jurisdiction for Certain Other Agreements . This Plan shall not modify the jurisdictional provisions of the New Secured Debt Documents, the New Intercreditor Agreement, or the New Shareholders Agreement. Notwithstanding anything herein to the contrary, on and after the Effective Date, the Bankruptcy Court’s retention of jurisdiction pursuant to this Plan shall not govern the enforcement or adjudication of any rights or remedies with respect to or as provided in the New Secured Debt Documents, the New Intercreditor Agreement, or the New Shareholders Agreement, and the jurisdictional provisions of such documents shall control.

11.3 No Limitation on Enforcement by SEC on Non -Debtors . Notwithstanding any language to the contrary contained herein, in the Disclosure Statement, or in the Confirmation Order, no provision of this Plan or the Confirmation Order shall (a) preclude the SEC from enforcing its police or regulatory powers; or (b) enjoin, limit, impair, or delay the SEC from commencing or continuing any claims, causes of action, proceedings, or investigations against any non-Debtor person or non-Debtor entity in any forum.

ARTICLE XII

MISCELLANEOUS PROVISIONS

12.1 Payment of Statutory Fees . All fees payable pursuant to section 1930 of title 28 of the United States Code shall be paid on the earlier of when due or the Effective Date.

12.2 Amendment or Modification of this Plan . Subject to section 1127 of the Bankruptcy Code and, to the extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, the Debtors reserve the right to alter, amend, or modify this Plan at any time prior to or after the Confirmation Date but prior to the substantial consummation of this Plan, subject to the consent of the Required Consenting Creditors and QPGL, in each case, subject to the ECA Document Requirements. A Holder of a Claim that has accepted this Plan shall be deemed to have accepted this Plan, as altered, amended, or modified, if the proposed alteration, amendment, or modification does not materially and adversely change the treatment of the Claim of such Holder.

12.3 Substantial Consummation . On the Effective Date, this Plan shall be deemed to be substantially consummated under sections 1101 and 1127(b) of the Bankruptcy Code.

12.4 Severability of Plan Provisions . If, prior to the Confirmation Date, any term or provision of this Plan is determined by the Bankruptcy Court to be invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void, or unenforceable, and such term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration, or interpretation,

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the remainder of the terms and provisions of this Plan shall remain in full force and effect and shall in no way be affected, impaired, or invalidated by such holding, alteration, or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of this Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant to its terms.

12.5 Successors and Assigns . This Plan shall be binding upon and inure to the benefit of the Debtors, and their respective successors and assigns, including the Reorganized Debtors. The rights, benefits, and obligations of any Entity named or referred to in this Plan shall be binding on, and shall inure to the benefit of, any heir, executor, administrator, successor, or assign of such Entity.

12.6 Revocation, Withdrawal, or Non-Consummation . The Debtors reserve the right to revoke or withdraw this Plan at any time prior to the Confirmation Date and to file other plans of reorganization, subject to the consent of the Required Consenting Creditors. If the Debtors revoke or withdraw this Plan, or if Confirmation or consummation of this Plan does not occur, then (a) this Plan shall be null and void in all respects; (b) any settlement or compromise embodied in this Plan (including the fixing or limiting to an amount any Claim or Class of Claims), assumption of Executory Contracts or Unexpired Leases effected by this Plan, and any document or agreement executed pursuant to this Plan shall be deemed null and void; and (c) nothing contained in this Plan, and no acts taken in preparation for consummation of this Plan, shall (i) constitute or be deemed to constitute a waiver or release of any Claims by or against, or any Interests in, the Debtors or any other Person, (ii) prejudice in any manner the rights of the Debtors or any Person in any further proceedings involving the Debtors, or (iii) constitute an admission of any sort by the Debtors or any other Person.

12.7 Governing Law . Except to the extent that the Bankruptcy Code or other federal law is applicable, or to the extent an Exhibit hereto or a schedule in the Plan Supplement provides otherwise, the rights, duties, and obligations arising under this Plan shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without giving effect to the principles of conflict of law thereof.

12.8 Time . In computing any period of time prescribed or allowed by this Plan, unless otherwise set forth herein or determined by the Bankruptcy Court, the provisions of Bankruptcy Rule 9006 shall apply.

12.9 Immediate Binding Effect . Notwithstanding Bankruptcy Rules 3020(e), 6004(h), or 7062 or otherwise, upon the occurrence of the Effective Date, the terms of this Plan and Plan Supplement shall be immediately effective and enforceable and deemed binding upon and inure to the benefit of the Debtors, the New First Lien Noteholders, the New Second Lien PIK Toggle Noteholders, the Equity Commitment Parties, the New Second Lien PIK Toggle Notes Commitment Parties, the Holders of Claims and Interests, the Released Parties, the Exculpated Parties, and each of their respective successors and assigns, including the Reorganized Debtors.

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12.10 Entire Agreement . On the Effective Date, this Plan, the Plan Supplement, and the Confirmation Order shall supersede all previous and contemporaneous negotiations, promises, covenants, agreements, understandings, and representations on such subjects, all of which have become merged and integrated into this Plan.

12.11 Notice . All notices, requests, and demands to or upon the Reorganized Debtors to be effective shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when actually delivered or, in the case of notice by facsimile or other electronic transmission, when received and telephonically confirmed, addressed as follows:

PACIFIC DRILLING S.A.

11700 Katy Freeway

Houston, TX 77079

(713) 334-6662

Attention: Paul Reese and Lisa Buchanan

E-mail: p.reese@pacificdrilling.com,

l.buchanan@pacific drilling.com

and

TOGUT, SEGAL & SEGAL LLP

One Penn Plaza, Suite 3335

New York, New York 10119

(212) 594-5000

Attention: Albert Togut, Frank A. Oswald, Kyle J. Ortiz, and Amy M. Oden

E-mail: altogut@teamtogut.com, frankoswald@teamtogut.com, kortiz@teamtogut.com, aoden@teamtogut.com

Counsel for Debtors and Debtors in Possession

-and-

PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

1285 Avenue of the Americas

New York, New York 10019-6064

Attention: Andrew N. Rosenberg and Elizabeth R. McColm

E-mail: arosenberg@paulweiss.com, emccolm@paulweiss.com

Counsel for the Ad Hoc Group

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-and-

SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP

Four Times Square

New York, New York 10036-6522

Attention: Jay M. Goffman and George R. Howard

E-mail: jay.goffman@skadden.com, george.howard@skadden.com

Counsel for QPGL

12.12 Exhibits . All Exhibits to this Plan are incorporated and are a part of this Plan as if set forth in full herein.

12.13 Filing of Additional Documents . On or before substantial consummation of this Plan, the Debtors shall file such agreements and other documents as may be necessary or appropriate to effectuate and further evidence the terms and conditions of this Plan, including the Plan Supplement.

12.14 Conflicts . In the event that provisions of the Disclosure Statement and provisions of this Plan conflict, the terms of this Plan shall govern.

Dated: September 27, 2018

  New York, New York

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INTRODUCTION AND DISCLAIMER

Pacific Drilling S.A. (“ PDSA ”) and certain of its affiliates (collectively, the “ Debtors ”) ² submit this modified third amended disclosure statement (the “ Disclosure Statement ”) to Holders of Claims entitled to vote on the Modified Third Amended Joint Plan of Reorganization for Pacific Drilling S.A. and Certain of Its Affiliates , a copy of which is annexed hereto as Appendix A (together with all exhibits thereto or referenced therein, and as amended, supplemented, and/or modified from time to time, the “ Plan ”). ³ This Disclosure Statement is to be used by each such person solely in connection with its evaluation of the Plan. Use of this Disclosure Statement for any other purpose is not authorized.

The Debtors are providing you with the information in this Disclosure Statement because you may be a creditor entitled to vote on the Plan. The Debtors believe that the Plan is in the best interests of creditors and other stakeholders. All creditors entitled to vote on the Plan are urged to vote in favor of it. A summary of the voting instructions is set forth beginning on page 1 of this Disclosure Statement and in the order entered by the Bankruptcy Court approving this Disclosure Statement (together with all exhibits thereto and referenced therein, and as amended, supplemented, and/or modified from time to time, the “ Disclosure Statement Order ”). To be counted, your Ballot must be duly completed, executed, and actually received by the Debtors’ claims, noticing, and balloting agent, Prime Clerk LLC (“ Prime Clerk ” or the “ Voting Agent ”) by 4:00 p.m., prevailing Eastern Time, on October  24, 2018 (the  ” Voting Deadline ”), unless this deadline is extended by the Debtors.

ALL HOLDERS OF IMPAIRED CLAIMS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THIS DISCLOSURE STATEMENT AND ITS APPENDICES CAREFULLY AND IN THEIR ENTIRETY BEFORE DECIDING TO VOTE TO ACCEPT OR REJECT THE PLAN. THIS DISCLOSURE STATEMENT CONTAINS IMPORTANT INFORMATION ABOUT THE PLAN AND IMPORTANT CONSIDERATIONS PERTINENT TO ACCEPTANCE OR REJECTION OF THE PLAN.

This Disclosure Statement and any accompanying letters are the only documents to be used in connection with the solicitation of votes on the Plan. No person is authorized by the Debtors to give any information or to make any representation other than as contained in this Disclosure Statement and the appendices attached hereto or incorporated by reference or referred to herein. If given or made, such information or representation may not be relied upon as having been authorized by the Debtors. Although the Debtors will make available to creditors entitled to vote on the Plan such additional information as may be required by applicable law prior to the Voting Deadline, the delivery of this Disclosure Statement will not under any circumstances imply that the information herein is correct as of any time after the date hereof.

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This Disclosure Statement contains summaries of certain provisions of the Plan, certain documents related to the Plan, certain events in the Debtors’ Chapter 11 Cases, and certain financial information. Such summaries are qualified in their entirety by reference to the full text of such documents. Factual information contained in this Disclosure Statement has been provided by the Debtors’ management, except where otherwise specifically noted. Unless specifically noted, the financial information contained herein has not been audited by a certified public accounting firm. The Debtors do not warrant or represent that the information contained herein, including financial information, is without any inaccuracy or omission.

THE DEBTORS HAVE PREPARED THIS DISCLOSURE STATEMENT PURSUANT TO BANKRUPTCY CODE SECTION 1125 FOR USE IN THE SOLICITATION OF VOTES ON THE PLAN. FOR A COMPLETE UNDERSTANDING OF THE PLAN, YOU SHOULD READ THIS DISCLOSURE STATEMENT, INCLUDING SECTION V—”RISK FACTORS TO BE CONSIDERED,” THE PLAN, AND THE APPENDICES AND EXHIBITS HERETO AND THERETO IN THEIR ENTIRETY. IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE PLAN AND THIS DISCLOSURE STATEMENT, THE TERMS OF THE PLAN ARE CONTROLLING.

THE CONFIRMATION AND EFFECTIVENESS OF THE PLAN ARE SUBJECT TO THE SATISFACTION OR WAIVER OF MATERIAL CONDITIONS PRECEDENT. SEE ARTICLE IX OF THE PLAN. THERE CAN BE NO ASSURANCE THAT THOSE CONDITIONS PRECEDENT WILL BE SATISFIED. THERE CAN BE NO ASSURANCE, THEREFORE, AS TO WHEN AND WHETHER CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE ACTUALLY WILL OCCUR. PROCEDURES FOR DISTRIBUTIONS UNDER THE PLAN, INCLUDING MATTERS THAT ARE EXPECTED TO AFFECT (A) THE TIMING OF THE RECEIPT OF DISTRIBUTIONS BY HOLDERS OF CLAIMS AND INTERESTS IN CERTAIN CLASSES AND (B) THE AMOUNT OF DISTRIBUTIONS ULTIMATELY RECEIVED BY SUCH HOLDERS ARE DESCRIBED IN SECTION IV—”SUMMARY OF THE PLAN OF REORGANIZATION.” IF THE PLAN IS NOT CONFIRMED AND/OR EFFECTUATED, THEN THE DEBTORS WILL HAVE TO CONSIDER ALL OF THEIR OPTIONS AS DEBTORS IN BANKRUPTCY.

THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE. ANY CREDITOR OR INTEREST HOLDER DESIRING ANY SUCH ADVICE OR ANY OTHER ADVICE SHOULD CONSULT WITH ITS OWN ADVISORS. FURTHER, THE BANKRUPTCY COURT’S APPROVAL OF THE ADEQUACY OF DISCLOSURES CONTAINED IN THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE THE BANKRUPTCY COURT’S APPROVAL OF THE MERITS OF THE PLAN OR A GUARANTEE BY THE BANKRUPTCY COURT OF THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED HEREIN.

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THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, INCLUDING THE INFORMATION REGARDING THE DEBTORS’ HISTORY, BUSINESS, AND OPERATIONS, IS INCLUDED FOR PURPOSES OF SOLICITING ACCEPTANCES OF THE PLAN. AS TO CONTESTED MATTERS AND ADVERSARY PROCEEDINGS THAT MAY BE PENDING AS OF THE FILING OF THE DEBTORS’ CHAPTER 11 CASES OR COMMENCED AFTER THE FILING OF THE DEBTORS’ CHAPTER 11 CASES, THIS DISCLOSURE STATEMENT IS NOT TO BE CONSTRUED AS AN ADMISSION OR A STIPULATION BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS.

THIS DISCLOSURE STATEMENT MAY NOT BE RELIED UPON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, AND NOTHING STATED HEREIN (A) CONSTITUTES AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, (B) SHALL BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR (C) SHALL BE DEEMED A REPRESENTATION OF THE TAX OR OTHER LEGAL EFFECTS OF THE PLAN ON THE DEBTORS OR HOLDERS OF CLAIMS OR INTERESTS.

CERTAIN OF THE STATEMENTS CONTAINED IN THIS DISCLOSURE STATEMENT, BY THEIR NATURE, ARE FORWARD-LOOKING AND CONTAIN ESTIMATES AND ASSUMPTIONS. SUCH STATEMENTS CONSIST OF ANY STATEMENT OTHER THAN A RECITATION OF HISTORICAL FACT AND CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS “MAY,” “EXPECT,” “ANTICIPATE,” “ESTIMATE,” OR “CONTINUE,” OR THE NEGATIVE THEREOF, OTHER VARIATIONS THEREON, OR COMPARABLE TERMINOLOGY AND INCLUDE THE LIQUIDATION ANALYSIS, FINANCIAL PROJECTIONS, AND VALUATION OF THE REORGANIZED DEBTORS. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. FORWARD-LOOKING STATEMENTS ARE PROVIDED IN THIS DISCLOSURE STATEMENT PURSUANT TO THE SAFE HARBOR ESTABLISHED UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND SHOULD BE EVALUATED IN THE CONTEXT OF THE ESTIMATES, ASSUMPTIONS, UNCERTAINTIES, AND RISKS DESCRIBED HEREIN.

FURTHER, THE READER IS CAUTIONED THAT ALL FORWARD-LOOKING STATEMENTS ARE NECESSARILY SPECULATIVE AND THAT THERE ARE CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE PRESENTED IN SUCH FORWARD-LOOKING STATEMENTS. DUE TO THESE UNCERTAINTIES, READERS CANNOT BE ASSURED THAT ANY FORWARD-LOOKING STATEMENTS WILL PROVE TO BE CORRECT. THE LIQUIDATION ANALYSIS, FINANCIAL PROJECTIONS, AND OTHER INFORMATION CONTAINED HEREIN AND ATTACHED HERETO ARE ESTIMATES ONLY, AND THE VALUE OF THE PROPERTY DISTRIBUTED TO HOLDERS OF ALLOWED CLAIMS OR EQUITY

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INTERESTS MAY BE AFFECTED BY MANY FACTORS THAT CANNOT BE PREDICTED. THEREFORE, ANY ANALYSES, ESTIMATES, OR RECOVERY PROJECTIONS MAY OR MAY NOT TURN OUT TO BE ACCURATE. THE DEBTORS ARE UNDER NO OBLIGATION TO (AND EXPRESSLY DISCLAIM ANY OBLIGATION TO) UPDATE OR ALTER ANY FORWARD-LOOKING STATEMENTS WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS, OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW. ALL HOLDERS OF IMPAIRED CLAIMS SHOULD CAREFULLY READ AND CONSIDER THIS DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY, INCLUDING SECTION V—”RISK FACTORS TO BE CONSIDERED” AND ITEM “3D—RISK FACTORS” OF THE ANNUAL REPORT ON FORM 20-F FOR THE FISCAL YEAR ENDED DECEMBER 31, 2017 FILED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “ SEC ”) ON APRIL 2, 2018 AND INCORPORATED BY REFERENCE HEREIN BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.

NO REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY HAVE BEEN AUTHORIZED BY THE DEBTORS OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT AND THE DOCUMENTS ATTACHED TO THIS DISCLOSURE STATEMENT. ANY INFORMATION, REPRESENTATIONS, OR INDUCEMENTS MADE TO OBTAIN AN ACCEPTANCE OF THE PLAN WHICH ARE OTHER THAN AS SET FORTH HEREIN, OR INCONSISTENT WITH THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT, THE DOCUMENTS ATTACHED TO THIS DISCLOSURE STATEMENT, AND THE PLAN SHOULD NOT BE RELIED UPON BY ANY HOLDER OF A CLAIM OR INTEREST.

THE SECURITIES DESCRIBED IN THIS DISCLOSURE STATEMENT TO BE ISSUED PURSUANT TO THE PLAN WILL BE ISSUED WITHOUT REGISTRATION UNDER THE SECURITIES ACT, AS AMENDED, OR ANY SIMILAR FEDERAL, STATE, OR LOCAL LAW, GENERALLY IN RELIANCE ON THE EXEMPTIONS SET FORTH IN SECTION 1145 OF THE BANKRUPTCY CODE AND SECTION 4(A)(2) OF THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ SECURITIES ACT ”) OR REGULATION D OR REGULATION S PROMULGATED THEREUNDER, AS APPLICABLE.

TO THE EXTENT THAT THE DEBTORS RELY ON A PRIVATE PLACEMENT EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT FOR THE OFFER AND ISSUANCE OF ANY SECURITIES, THOSE SECURITIES WILL BE SUBJECT TO RESTRICTIONS ON TRANSFER UNDER THE SECURITIES ACT AND MAY ONLY BE RESOLD OR OTHERWISE TRANSFERRED PURSUANT TO (A) AN EFFECTIVE REGISTRATION STATEMENT OR (B) AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

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THIS DISCLOSURE STATEMENT HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR SIMILAR PUBLIC, GOVERNMENTAL, OR REGULATORY AUTHORITY. THIS DISCLOSURE STATEMENT HAS NOT BEEN FILED FOR APPROVAL WITH THE SEC OR ANY STATE AUTHORITY AND NEITHER THE SEC NOR ANY STATE AUTHORITY HAS PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE STATEMENT OR UPON THE MERITS OF THE PLAN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

NEITHER THE SOLICITATION NOR THIS DISCLOSURE STATEMENT CONSTITUTES AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SECURITIES IN ANY STATE OR JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED.

THIS DISCLOSURE STATEMENT CONTAINS, AMONG OTHER THINGS, A SUMMARY OF THE PLAN, CERTAIN EVENTS IN THE DEBTORS’ CHAPTER 11 CASES, AND CERTAIN DOCUMENTS RELATED TO THE PLAN THAT ARE ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE OR THAT MAY BE FILED LATER WITH THE PLAN SUPPLEMENT. ALTHOUGH THE DEBTORS BELIEVE THAT THESE SUMMARIES ARE FAIR AND ACCURATE, THESE SUMMARIES ARE QUALIFIED IN THEIR ENTIRETY, TO THE EXTENT THAT THE SUMMARIES DO NOT SET FORTH THE ENTIRE TEXT OF SUCH DOCUMENTS OR STATUTORY PROVISIONS OR EVERY DETAIL OF SUCH EVENTS, BY REFERENCE TO SUCH DOCUMENT OR STATUTORY PROVISIONS. IN THE EVENT OF ANY CONFLICT, INCONSISTENCY, OR DISCREPANCY BETWEEN A DESCRIPTION IN THIS DISCLOSURE STATEMENT AND THE TERMS AND PROVISIONS OF THE PLAN OR ANY OTHER DOCUMENTS, THE PLAN OR SUCH OTHER DOCUMENTS WILL GOVERN AND CONTROL FOR ALL PURPOSES.

EXCEPT AS OTHERWISE SPECIFICALLY AND EXPRESSLY STATED HEREIN, THIS DISCLOSURE STATEMENT DOES NOT REFLECT ANY EVENTS THAT MAY OCCUR SUBSEQUENT TO THE DATE HEREOF AND THAT MAY HAVE A MATERIAL IMPACT ON THE INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT. ACCORDINGLY, THE DELIVERY OF THIS DISCLOSURE STATEMENT WILL NOT, UNDER ANY CIRCUMSTANCE, IMPLY THAT THE INFORMATION HEREIN IS CORRECT OR COMPLETE AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

IN PREPARING THIS DISCLOSURE STATEMENT, THE DEBTORS RELIED ON FINANCIAL DATA DERIVED FROM THE DEBTORS’ BOOKS AND RECORDS AND ON VARIOUS ASSUMPTIONS REGARDING THE DEBTORS’ BUSINESS. THE DEBTORS’ MANAGEMENT HAS REVIEWED THE FINANCIAL INFORMATION PROVIDED IN THIS DISCLOSURE STATEMENT. ALTHOUGH THE DEBTORS HAVE USED THEIR REASONABLE BUSINESS JUDGMENT TO ENSURE THE ACCURACY OF THIS FINANCIAL INFORMATION, THE FINANCIAL INFORMATION CONTAINED IN, OR INCORPORATED BY REFERENCE INTO, THIS DISCLOSURE STATEMENT, THIS DISCLOSURE STATEMENT HAS NOT BEEN AUDITED (UNLESS

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OTHERWISE EXPRESSLY PROVIDED HEREIN) AND NO REPRESENTATIONS OR WARRANTIES ARE MADE AS TO THE ACCURACY OF THE FINANCIAL INFORMATION CONTAINED HEREIN OR ASSUMPTIONS REGARDING THE DEBTORS’ BUSINESS AND ITS FUTURE RESULTS AND OPERATIONS. THE DEBTORS EXPRESSLY CAUTION READERS NOT TO PLACE UNDUE RELIANCE ON ANY FORWARD-LOOKING STATEMENTS CONTAINED HEREIN.

NEITHER THIS DISCLOSURE STATEMENT, THE PLAN, THE CONFIRMATION ORDER, NOR THE PLAN SUPPLEMENT WAIVE ANY RIGHTS OF THE DEBTORS WITH RESPECT TO THE HOLDERS OF CLAIMS OR INTERESTS PRIOR TO THE EFFECTIVE DATE. RATHER, THIS DISCLOSURE STATEMENT SHALL CONSTITUTE A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS RELATED TO POTENTIAL CONTESTED MATTERS, POTENTIAL ADVERSARY PROCEEDINGS, AND OTHER PENDING OR THREATENED LITIGATION OR ACTIONS.

NO RELIANCE SHOULD BE PLACED ON THE FACT THAT A PARTICULAR LITIGATION CLAIM OR PROJECTED OBJECTION TO A PARTICULAR CLAIM IS OR IS NOT IDENTIFIED IN THIS DISCLOSURE STATEMENT. EXCEPT AS PROVIDED UNDER THE PLAN, THE DEBTORS OR THE REORGANIZED DEBTORS MAY SEEK TO INVESTIGATE, FILE, AND PROSECUTE CLAIMS AND CAUSES OF ACTION AND MAY OBJECT TO CLAIMS AFTER CONFIRMATION OR THE EFFECTIVE DATE OF THE PLAN IRRESPECTIVE OF WHETHER THIS DISCLOSURE STATEMENT IDENTIFIES ANY SUCH CLAIMS OR OBJECTIONS TO CLAIMS ON THE TERMS SPECIFIED IN THE PLAN.

THE DEBTORS ARE GENERALLY MAKING THE STATEMENTS AND PROVIDING THE FINANCIAL INFORMATION CONTAINED IN THIS DISCLOSURE STATEMENT AS OF THE DATE HEREOF WHERE FEASIBLE, UNLESS OTHERWISE SPECIFICALLY NOTED. ALTHOUGH THE DEBTORS MAY SUBSEQUENTLY UPDATE THE INFORMATION IN THIS DISCLOSURE STATEMENT, THE DEBTORS HAVE NO AFFIRMATIVE DUTY TO DO SO. HOLDERS OF CLAIMS REVIEWING THIS DISCLOSURE STATEMENT SHOULD NOT INFER THAT, AT THE TIME OF THEIR REVIEW, THE FACTS SET FORTH HEREIN HAVE NOT CHANGED SINCE THIS DISCLOSURE STATEMENT WAS SENT. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION, MODIFICATION, OR AMENDMENT. THE DEBTORS RESERVE THE RIGHT TO FILE AN AMENDED OR MODIFIED PLAN AND RELATED DISCLOSURE STATEMENT FROM TIME TO TIME, SUBJECT TO THE TERMS OF THE EQUITY COMMITMENT AGREEMENT.

THE DEBTORS HAVE NOT AUTHORIZED ANY ENTITY TO GIVE ANY INFORMATION ABOUT OR CONCERNING THE PLAN OTHER THAN THAT WHICH IS CONTAINED IN THIS DISCLOSURE STATEMENT. THE DEBTORS HAVE NOT AUTHORIZED ANY REPRESENTATIONS CONCERNING THE DEBTORS OR THE VALUE OF THEIR PROPERTY OTHER THAN AS SET FORTH IN THIS DISCLOSURE STATEMENT.

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HOLDERS OF CLAIMS ENTITLED TO VOTE TO ACCEPT OR REJECT THE PLAN MUST RELY ON THEIR OWN EVALUATION OF THE COMPANY AND THEIR OWN ANALYSES OF THE TERMS OF THE PLAN IN DECIDING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN. IMPORTANTLY, PRIOR TO DECIDING WHETHER AND HOW TO VOTE ON THE PLAN, EACH HOLDER OF A CLAIM IN A VOTING CLASS SHOULD REVIEW THE PLAN IN ITS ENTIRETY AND CONSIDER CAREFULLY ALL OF THE INFORMATION IN THIS DISCLOSURE STATEMENT AND ANY APPENDICES HERETO.

IF THE PLAN IS CONFIRMED BY THE BANKRUPTCY COURT AND THE EFFECTIVE DATE OCCURS, ALL HOLDERS OF CLAIMS AGAINST AND INTERESTS IN THE DEBTORS (INCLUDING THOSE HOLDERS WHO DO NOT SUBMIT BALLOTS TO ACCEPT OR REJECT THE PLAN, WHO VOTE TO REJECT THE PLAN, OR WHO ARE NOT ENTITLED TO VOTE ON THE PLAN) WILL BE BOUND BY THE TERMS OF THE PLAN AND THE TRANSACTIONS CONTEMPLATED THEREBY.

NOTWITHSTANDING ANY RIGHTS OF APPROVAL PURSUANT TO THE ECA DOCUMENT REQUIREMENTS OR OTHERWISE AS TO THE FORM OR SUBSTANCE OF THIS DISCLOSURE STATEMENT, THE PLAN, OR ANY OTHER DOCUMENT RELATING TO THE TRANSACTIONS CONTEMPLATED THEREUNDER, NONE OF THE CREDITORS OR INTEREST HOLDERS PARTY TO THE EQUITY COMMITMENT AGREEMENT OR THEIR RESPECTIVE REPRESENTATIVES, MEMBERS, FINANCIAL OR LEGAL ADVISORS, OR AGENTS HAS INDEPENDENTLY VERIFIED THE INFORMATION CONTAINED HEREIN OR TAKES ANY RESPONSIBILITY THEREFOR AND NONE OF THE FOREGOING ENTITIES OR PERSONS MAKES ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER CONCERNING THE INFORMATION CONTAINED HEREIN.

Rules of Interpretation

For purposes of this Disclosure Statement, unless otherwise provided herein, (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) each pronoun stated in the masculine, feminine, or neuter gender includes the masculine, feminine, and neuter gender; (c) any reference in this Disclosure Statement to an existing document or schedule filed or to be filed means such document or schedule, as it may have been or may be amended, modified, or supplemented; (d) any reference to an entity as a Holder of a Claim or Interest includes that entity’s successors and assigns; (e) all references in this Disclosure Statement to Sections, Articles, and Appendices are references to Sections, Articles, and Appendices of or to this Disclosure Statement; (f) the words “herein,” “hereunder,” and “hereto” refer to this Disclosure Statement in its entirety rather than to a particular portion of this Disclosure Statement; (g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not intended to be a

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part of or to affect the interpretation of this Disclosure Statement; (h) any term used in capitalized form in this Disclosure Statement that is not otherwise defined in this Disclosure Statement or the Plan, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning assigned to such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable; (i) all references to docket numbers of documents filed in the Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECF system; (j) all references to statutes, regulations, orders, rules of courts, and the like shall mean as amended from time to time, unless otherwise stated; (k) in computing any period of time prescribed or allowed, the provisions of Bankruptcy Rule 9006(a) shall apply, and if the date on which a transaction may occur pursuant to this Disclosure Statement shall occur on a day that is not a Business Day, then such transaction shall instead occur on the next succeeding Business Day; ( l ) unless otherwise specified, all references in this Disclosure Statement to monetary figures shall refer to currency of the United States of America; (m) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply; (n) to the extent this Disclosure Statement is inconsistent with the terms of the Plan, the Plan shall control; (o) to the extent this Disclosure Statement is inconsistent with the Confirmation Order, the Confirmation Order shall control; (p) to the extent this Disclosure Statement is inconsistent with the terms of the New First Lien Notes Term Sheet, the New Second Lien PIK Toggle Notes Term Sheet, the Rights Offering Procedures, or the Form of Intercreditor Agreement, such term sheets and documents shall control; (q) to the extent any such term sheet is inconsistent with the applicable definitive document included in the Plan Supplement (as defined below), such definitive document shall control; and (r) any immaterial effectuating provision may be interpreted by the Reorganized Debtors in a manner that is consistent with the overall purpose and intent of this Disclosure Statement and the Plan without further Bankruptcy Court order.

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I. PLAN SUMMARY; VOTING INSTRUCTIONS AND PROCEDURES

On November 12, 2017 (the “ Petition Date ”), the Debtors commenced with the United States Bankruptcy Court for the Southern District of New York (the “ Bankruptcy Court ”) voluntary cases pursuant to chapter 11 of title 11 of the United States Code (the “ Bankruptcy Code ”). The Debtors’ chapter 11 cases (the “ Chapter 11 Cases ”) are being jointly administered under the caption In re Pacific Drilling S.A. , et al., Case No. 17-13193 (MEW).

Pursuant to section 1125 of the Bankruptcy Code, the Debtors submit this Disclosure Statement to all Holders of Claims against the Debtors entitled to vote on the Plan to provide information in connection with the solicitation of votes to accept or reject the Plan. The purpose of this Disclosure Statement is to provide Holders of Claims entitled to vote to accept or reject the Plan with adequate information about (1) the Debtors’ businesses and certain historical events, (2) the Chapter 11 Cases, (3) the Plan, (4) the rights of Holders of Claims and Interests under the Plan, and (5) other information necessary to enable each Holder of a Claim entitled to vote on the Plan to make an informed judgment as to whether to vote to accept or reject the Plan. As described in greater detail below, the Debtors believe that the Plan is the best means to efficiently and effectively conclude these Chapter 11 Cases and urge Holders of Claims entitled to vote to accept the Plan.

1. Restructuring Transactions

Prior to and during the Chapter 11 Cases, the Debtors have worked with all of their major creditor constituencies and the majority equity holder of PDSA to negotiate the terms of their restructuring. The Plan on file is the result of the extensive discussions and hard-fought negotiations by all of the parties, including as part of the court-ordered Mediation (as defined below). The centerpiece of the Plan is the Global Settlement (as defined below) among the Debtors, the Ad Hoc Group, and Quantum Pacific (Gibraltar) Limited (“ QPGL ”) reached on August 15, 2018. ⁴ The Global Settlement will eliminate what was likely to be time-consuming and expensive litigation in the Chapter 11 Cases and instead results in a clearer path to exit chapter 11 with substantial new capital commitments on the best terms from the Ad Hoc Group and QPGL.

The Ad Hoc Group—which consists of holders of approximately (a) 79.2% in amount of the Term Loan B Claims, (b) 87.4% ⁵ of the 2017 Notes Claims, and (c) 74.9% of the 2020 Notes Claims—and QPGL (collectively, the “ Plan Support Parties ”) have agreed, among other things, to support the Plan and the proposed restructuring of the Debtors (the “ Restructuring ,” and the transactions required to effectuate the Restructuring, the “ Restructuring Transactions ”) subject to certain conditions.

The Restructuring pursuant to the Plan and the related documents provide for the comprehensive recapitalization of the Debtors through the following principal financing transactions (collectively, the “ Exit Financing Transactions ”):

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The offerings of the New Notes closed on September 26, 2018, and the net proceeds of the offerings were funded into separate escrow accounts (the “ Escrow Accounts ”) pending Pacific Drilling’s emergence from bankruptcy.

Each series of New Notes was offered and sold by a separate special purpose wholly-owned subsidiary (together, the “ Escrow Vehicles ”) of Pacific Drilling in connection with the restructuring of Pacific Drilling as part of the Plan. If the Plan is confirmed and certain other conditions are satisfied on or before December 22, 2018 (the date on which such conditions are satisfied, the “ Escrow Release Date ”), the Escrow Vehicles will merge with and into Pacific Drilling, and Pacific Drilling will become the obligor under the New Notes. On the Escrow Release Date, the New Notes will be jointly and severally and fully and unconditionally guaranteed on a senior secured basis by each of Pacific Drilling’s restricted subsidiaries (subject to certain exceptions, including that PDVIII and PDSI will not become guarantors until their emergence from bankruptcy) and the New First Lien Notes and guarantees thereof will be secured on a first-priority basis, and the New Second Lien PIK Toggle Notes and guarantees thereof on a second-priority basis, by substantially all of Pacific Drilling’s assets (subject to certain exceptions). Prior to the Escrow Release Date, each series of New Notes will be general obligations of the applicable Escrow Vehicle, secured only by a lien on the applicable escrowed property. On the Escrow Release Date, the net proceeds from the offerings of the New Notes will be released to the Company to fund a portion of the payments to creditors provided for under the Plan.

The New Notes and related guarantees were offered and sold in a private placement exempt from the registration requirements of the Securities Act and were offered and sold only to qualified institutional buyers under Rule 144A of the Securities Act, and to non-U.S. persons in transactions outside the United States under Regulation S of the Securities Act. The New Notes have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

Pursuant to an order entered by the Bankruptcy Court on August 23, 2018, the Company entered into a commitment letter (the “ Commitment Letter ”) and related fee letter (the “ Fee Letter ,” and together with the Commitment Letter, the “ Commitment Documents ”) with a financial institution (the “ Initial Purchaser ”) pursuant to which, subject to the terms and conditions therein, the Initial Purchaser agreed to execute and deliver a purchase agreement relating to the New First Lien Notes and to market the New Second Lien PIK Toggle Notes on a best-efforts basis. Concurrently with the closing of the offerings and sales of the New Notes on September 26, 2018, the Company paid the Initial Purchaser the commitment fee and placement fees pursuant to the Commitment Documents.

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Pursuant to an order entered by the Bankruptcy Court on September 5, 2018 [Docket No. 520] (the “ New Second Lien PIK Toggle Notes Commitment Order ”), on September 6, 2018, the Company entered into an Amended and Restated Commitment Agreement (Second Lien) , attached hereto as Appendix H (the “ New Second Lien PIK Toggle Notes Commitment Agreement ”), pursuant to which, subject to the terms and conditions set forth in such agreement, certain members of the Ad Hoc Group agreed, severally and not jointly, to purchase their pro rata share of second lien notes with substantially the terms set forth on the term sheet attached to such agreement. In exchange for such backstop commitment, each member of the Ad Hoc Group party thereto will be entitled to receive its pro rata share of the New Second Lien PIK Toggle Notes Commitment Premium. Concurrently with the closing of the offering and sale of the New Second Lien PIK Toggle Notes on September 26, 2018, the Ad Hoc Group and the Company agreed that contemporaneously with and subject to the occurrence of the Escrow Release Date, the Company will deliver the New Second Lien PIK Toggle Notes Commitment Premium in the form of New Second Lien PIK Toggle Notes to the members of the Ad Hoc Group party to the New Second Lien PIK Toggle Notes Commitment Agreement.

The Rights Offering (except for payment of the Equity Commitment Premium) will be conducted in reliance on section 1145 of the Bankruptcy Code. The QP Private Placement will be conducted, and the Equity Commitment Premium will be issued, pursuant to Regulation S or the private placement exemption under section 4(a)(2) of the Securities Act.

In addition to the Exit Financing Transactions, the Plan also provides for the issuance of 32.6% in the aggregate of the New Common Shares to be issued on the Effective Date to the Holders of the Allowed Term Loan B Claims, the Holders of the 2020 Notes Claims, and the Holders of the 2017 Notes Claims, in partial exchange for the Claims of such Holders, in each case based on such Holders’ Pro Rata shares, subject to dilution by the new equity issued pursuant to the Management Incentive Plan. The Plan renders all Holders of RCF Claims, SSCF Claims, and General Unsecured Claims Unimpaired by providing for the repayment of such Claims in full in Cash.

After the consummation of the Restructuring Transactions described above, the Debtors expect to have approximately $400 million of cash that will allow them to emerge from chapter 11 as reorganized enterprises and that will provide them with a strong balance sheet and capital structure to support the Reorganized Debtors’ businesses, even if the period of recovery in the offshore drilling market is prolonged. For all of the above reasons, the Debtors believe the Plan is in the best interests of the Debtors, their Estates, and creditors as a whole.

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If the Plan is not confirmed, the Debtors may be forced to liquidate under chapter 7 of the Bankruptcy Code. In that event, creditors would realize substantially lower recoveries on account of their Allowed Claims. See generally Appendix C , Liquidation Analysis. The Debtors believe that, absent the Global Settlement to be implemented through the Plan, they would face protracted litigation and a significantly delayed emergence date, which could jeopardize their ability to complete the Exit Financing Transactions and emerge from chapter 11. The Debtors believe the fully consensual Plan represents the most favorable and certain path available to a successful and expeditious exit from these Chapter 11 Cases and will thereby maximize the value of the Debtors’ Estates for the benefit of creditors.

2. Plan Support Parties

(a) The Ad Hoc Group

The Ad Hoc Group holds, in aggregate, approximately (i) 79.2% in amount of the Term Loan B Claims, (ii) 87.4% ⁸ of the 2017 Notes Claims, and (iii) 74.9% of the 2020 Notes Claims. The members of the Ad Hoc Group have agreed on a methodology to allocate the distribution of New Common Shares (other than New Common Shares issued in the QP Private Placement) and Rights Offering Subscription Rights among the Holders of the Term Loan B Claims, the 2017 Notes Claims, and the 2020 Notes Claims to reflect their relative collateral values. The Holders of the Term Loan B Claims, the 2017 Notes Claims, and the 2020 Notes Claims are the only Impaired Classes under the Plan.

(b) QPGL

As of the Petition Date, QPGL owned approximately 70.3% of PDSA’s total outstanding common shares. QPGL is not currently the holder of any of the Company’s Prepetition Debt.

Pursuant to the Global Settlement, QPGL agreed, among other things, that: (i) QPGL and/or one or more of its designees would place orders with the Initial Purchaser to purchase at least $100.0 million of each of the New First Lien Notes and the New Second Lien PIK Toggle Notes, (ii) QPGL would invest $50.0 million ⁹ through a private placement, and (iii) QPGL would cooperate with the Debtors regarding any cancellation or dilution of the existing equity interests in PDSA that requires a vote by the holders of such equity interests under Luxembourg law. As discussed in greater detail in Section III.K below, the Debtors believe that the Global Settlement and QPGL’s obligations thereunder greatly enhance the value of the Debtors and their estates, have facilitated the Debtors in raising the New Notes on the best available terms, and are in the best interests of all of their stakeholders.

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3. Releases of Claims

The Plan provides for the release of claims against, among other parties, the New Second Lien PIK Toggle Notes Commitment Parties, the Equity Commitment Parties, QPGL, and the DIP Parties in exchange for certain consideration described in the Plan. The releases, injunctions, and exculpations are described in their entirety in Section IV.L of this Disclosure Statement.

The following is a brief summary of the material terms of the documents relating to the Exit Financing Transactions and implementation of the Plan.

1. New First Lien Notes ¹⁰

The New First Lien Notes consist of $750.0 million in aggregate principal amount of 8.375% notes due 2023, guaranteed on a first lien secured basis by direct and indirect restricted subsidiaries of PDSA (such guarantors, the “ Guarantors ”), subject to exceptions for PIDWAL and immaterial subsidiaries and provided that PDVIII and PDSI will not become Guarantors until their emergence from bankruptcy. The New First Lien Notes bear an 8.375% fixed rate of interest, payable semi-annually in cash. The New First Lien Notes will be secured by (a) perfected pledges of all capital stock held by PDSA or any Guarantor (other than equity interests in unrestricted subsidiaries and immaterial subsidiaries) and (b) perfected security interests in, and mortgages on, substantially all other existing and newly acquired assets of PDSA and the Guarantors (including, but not limited to, vessels, insurance claims, earnings assignments, cash, and collateral accounts), subject to certain exceptions (collectively, the “ New Notes Collateral ”). The New First Lien Notes mature on October 1, 2023.

On September 12, 2018, a newly-created, non-Debtor, bankruptcy-remote special purpose wholly-owned subsidiary of the Company, Pacific Drilling First Lien Escrow Issuer Limited (the “ New First Lien Notes Escrow Vehicle ”), along with the Company and subsidiaries of the Company who will become Guarantors, entered into a purchase agreement with the Initial Purchaser for the purchase and sale of $750.0 million aggregate principal amount of 8.375% First Lien Notes due 2023. The purchase and sale of the New First Lien Notes pursuant to the purchase agreement closed on September 26, 2018.

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Using the proceeds of the DIP Facility, concurrently with the closing of the offering and sale of the New First Lien Notes, the Company contributed to the New First Lien Notes Escrow Vehicle an aggregate amount sufficient to pay (i) accrued interest on the New First Lien Notes during the escrow period and (ii) all fees and expenses of the escrow agent, trustee, and collateral agent.

2. New Second Lien PIK Toggle Notes ¹¹

The New Second Lien PIK Toggle Notes consist of $250.0 million in aggregate principal amount of 11.0%/12.0% notes due 2024 issued to investors and an aggregate amount of approximately $24.0 million of such New Second Lien PIK Toggle Notes to be delivered in payment of the New Second Lien PIK Toggle Notes Commitment Premium concurrently with the Escrow Release Date. The New Second Lien PIK Toggle Notes shall be guaranteed by the Guarantors and will be secured on a second-priority basis by the New Notes Collateral. Subject to the provisions of the indenture governing the New Second Lien PIK Toggle Notes, interest thereon is payable in kind or in cash, or a combination, at the option of the issuer. If Pacific Drilling elects to pay interest for an interest period entirely in PIK interest, interest will accrue at a rate of 12.0% per annum, and if Pacific Drilling elects to pay interest for an interest period entirely in the form of cash, interest will accrue at a rate of 11.0% per annum. If Pacific Drilling elects to pay 50.0% in cash interest and 50.0% in PIK interest, (a) interest in respect of the cash interest portion will accrue at 11.0% and (b) interest in respect of the PIK interest portion will accrue at 12.0%. The New Second Lien PIK Toggle Notes have substantially similar covenants to the New First Lien Notes, but no more restrictive. The New Second Lien PIK Toggle Notes mature on April 1, 2024.

The New Second Lien PIK Toggle Notes were backstopped by the members of the Ad Hoc Group pursuant to the New Second Lien PIK Toggle Notes Commitment Agreement.

On September 12, 2018, a newly-created, non-Debtor, bankruptcy-remote special purpose wholly-owned subsidiary of the Company, Pacific Drilling Second Lien Escrow Issuer Limited (the “ New Second Lien PIK Toggle Notes Escrow Vehicle ”), along with the Company and subsidiaries of the Company who will become Guarantors, entered into a purchase agreement with the Initial Purchaser for the purchase and sale of $250.0 million in aggregate principal amount of 11.0%/12.0% New Second Lien PIK Toggle Notes due 2024. The purchase and sale of the New Second Lien PIK Toggle Notes pursuant to the purchase agreement closed on September 26, 2018.

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Using the proceeds of the DIP Facility, concurrently with the closing of the offering and sale of the New Second Lien PIK Toggle Notes on September 26, 2018, the Company contributed to the New Second Lien PIK Toggle Notes Escrow Vehicle an aggregate amount sufficient to pay (i) accrued interest on the New Second Lien PIK Toggle Notes during the escrow period, and (ii) all fees and expenses of the escrow agent, trustee, and collateral agent.

3. New Second Lien PIK Toggle Notes Commitment Agreement ¹²

Pursuant to the New Second Lien PIK Toggle Notes Commitment Agreement, the issuance of the New Second Lien PIK Toggle Notes was fully backstopped by the members of the Ad Hoc Group (in such capacity, the “ New Second Lien PIK Toggle Notes Commitment Parties ,” and such commitment, the “ New Second Lien PIK Toggle Notes Commitment ”). This commitment, along with the Commitment Documents, provided certainty and downside protection to the Debtors’ estates to ensure that the full $1.0 billion of New Notes would be raised on terms consistent with or better than the terms in those agreements. In exchange for the New Second Lien PIK Toggle Notes Commitment, each New Second Lien PIK Toggle Notes Commitment Party will receive its pro rata share of a $24.0 million commitment premium, which shall be paid in full in New Second Lien PIK Toggle Notes (the ” New Second Lien PIK Toggle Notes Commitment Premium ”), subject to the terms described below. After giving effect to the New Second Lien PIK Toggle Notes Commitment Premium, the total outstanding principal amount of New Second Lien PIK Toggle Notes shall equal $274.0 million.

Concurrently with the closing of the offering and sale of the New Second Lien PIK Toggle Notes on September 26, 2018, the Ad Hoc Group and the Company agreed that contemporaneously with and subject to the occurrence of the Escrow Release Date, the Company will deliver the New Second Lien PIK Toggle Notes Commitment Premium in the form of New Second Lien PIK Toggle Notes to the New Second Lien PIK Toggle Notes Commitment Parties.

Subject to the terms and conditions of the New Second Lien PIK Toggle Notes Commitment Agreement, the New Second Lien PIK Toggle Notes Commitment Premium was deemed fully earned upon the Debtors’ entry into the New Second Lien PIK Toggle Notes Commitment Agreement. The New Second Lien PIK Toggle Notes Commitment Premium will be an Allowed Administrative Claim against PDSA that will be paid either in the form of New Second Lien PIK Toggle Notes, if the Plan is consummated as contemplated, or in the form of Cash in the amount of $24.0 million, if the New Second Lien PIK Toggle Notes Commitment is terminated for certain reasons specified in the New Second Lien PIK Toggle Notes Commitment Agreement.

Issuance of the New Second Lien PIK Toggle Notes Commitment Premium was conducted pursuant to the private placement exemption under section 4(a)(2) under the Securities Act. The New Second Lien PIK Toggle Notes Commitment Parties will not be entitled to transfer all or any portion of their New Second Lien PIK Toggle Commitments except as expressly provided in the New Second Lien PIK Toggle Notes Commitment Agreement.

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4. Equity Commitment Agreement

Pursuant to that certain Commitment Agreement (Equity) , attached hereto as Appendix J (the “ Equity Commitment Agreement ”), approved by the Bankruptcy Court on September 25, 2018 [Docket No. 616] and dated as of September 27, 2018, ¹³ the members of the Ad Hoc Group (in such capacity, the “ Equity Commitment Parties ”), certain other Holders of Undersecured Claims (in such capacity, the “ Reserve Parties ”), and QPGL have committed to purchase a total of up to $500.0 million of New Common Shares on the Effective Date. In each case subject to the terms and conditions in the Equity Commitment Agreement, the Equity Commitment Parties and the Reserve Parties have committed to fully exercise all Rights Offering Subscription Rights they receive in the $460.0 million Rights Offering on account of their Term Loan B Claims, 2017 Notes Claims, and 2020 Notes Claims (the “ Pro Rata Claim Shares ”). Similarly, subject to the terms and conditions in the Equity Commitment Agreement, QPGL (or an Affiliate Transferee (as defined below)) has agreed to purchase $40.0 million of New Common Shares on the Effective Date pursuant to the QP Private Placement. In addition, the Equity Commitment Parties have agreed to fully backstop the $460.0 million Rights Offering and the QP Private Placement (such commitment, the “ Equity Commitment ”). In exchange for their commitment, each Equity Commitment Party will receive its Commitment Percentage of a number of New Common Shares equal to the sum of (a) 5.0% of the sum of the aggregate number of the (i) Pro Rata Claim Shares plus (ii) the QP Private Placement Shares, plus (b) 8.0% of (i) the New Common Shares offered pursuant to the Equity Issuance less (ii) the sum of the aggregate number of (x) Pro Rata Claim Shares plus (y) QP Private Placement Shares (the “ Equity Commitment Premium ”), subject to dilution by the new equity issued pursuant to the Management Incentive Plan, and subject to the terms described below.

Subject to the terms and conditions of the Equity Commitment Agreement, the Equity Commitment Premium will be deemed fully earned upon the Debtors’ entry into the Equity Commitment Agreement. The Equity Commitment Premium will be an Allowed Administrative Claim against PDSA that will be paid either in the form of New Common Shares at the Equity Purchase Price, if the Plan is consummated as contemplated, or in Cash if the Equity Commitment Agreement is terminated by the Equity Commitment Parties for certain reasons specified in the Equity Commitment Agreement.

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The offer and sale of the New Common Shares to be issued pursuant to the Commitment Premium, any Unsubscribed Shares purchased by the Commitment Parties pursuant to the Equity Commitment Agreement, and the New Common Shares issued pursuant to the QP Private Placement will be made in reliance on the exemption from registration provided by section 4(a)(2) of the Securities Act or another available exemption from registration under the Securities Act. Equity Commitment Parties will not be entitled to transfer all or any portion of their commitments except as expressly provided in the Equity Commitment Agreement.

For administrative convenience, the Plan organizes the Debtors into five (5) groups (each, a “ Debtor Group ”) and assigns a letter to each Debtor and a number to each Class of Claims against or Interests in each Debtor in each Debtor Group. Notwithstanding this organizing principle, the Plan is a separate plan of reorganization for each Debtor.

The only Classes that are entitled to vote to accept or reject the Plan are:

All other Classes are either Unimpaired under the Plan, in which case the Holders of Claims and Interests in such Classes are deemed to have accepted the Plan, or are receiving no distribution under the Plan, in which case the Holders of Claims and Interests in such Classes are deemed to have rejected the Plan. Further information regarding the proposed treatment and classification of such Claims and Interests can be found in Section IV.C of this Disclosure Statement.

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The table set forth below summarizes the classification and treatment of all Claims against and Interests in the Debtors. For a complete understanding of the Plan, you should read this Disclosure Statement, the Plan, and the Appendices and Exhibits hereto and thereto in their entirety.

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12

13

14

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The Debtors are causing “ Solicitation Packages ” to be distributed to Holders of Claims and Interests. With respect to Holders of Claims entitled to vote on the Plan, each Solicitation Package shall include:

(1) the Disclosure Statement Order;

(2) a notice of the hearing to consider confirmation of the Plan (the “ Confirmation Hearing Notice ”);

(3) this Disclosure Statement with the Plan annexed thereto;

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(4) an appropriate form of Ballot(s);

(5) a letter from the Debtors setting forth the Debtors’ recommendation that you vote in favor of the Plan; and

(6) any supplemental solicitation materials the Debtors may file with the Bankruptcy Court.

In lieu of mailing paper copies of the Solicitation Packages, the Debtors may give notice of the Debtors’ restructuring website at https://cases.primeclerk.com/pacificdrilling/ (the “ Restructuring Website ”), where all Holders of Claims and Interests can access copies of the Disclosure Statement Order, the Confirmation Hearing Notice, this Disclosure Statement with the Plan annexed thereto, and forms of Ballot(s); provided that any Holder of a Claim or Interest may request a paper copy of their Solicitation Package by contacting the Voting Agent using the contact information provided in Section I.F below.

With respect to Holders of Claims and Interests not entitled to vote on the Plan, each Solicitation Package shall include:

(i) the Confirmation Hearing Notice;

(ii) a notice of such Holder’s non-voting status (the “ Notice of Non-Voting Status ”); and

(iii) such other materials as may be ordered or permitted by the Bankruptcy Court.

The Notice of Non-Voting Status will provide that a copy of the Plan, this Disclosure Statement, the Confirmation Hearing Notice, and any other materials ordered or permitted to be included by the Bankruptcy Court may be viewed on the Restructuring Website; provided that any such Holder may request a paper copy of such documents by contacting the Voting Agent using the contact information provided in the Confirmation Hearing Notice and in Section I.F below.

The Disclosure Statement Order sets forth, among other things: (a) solicitation procedures with respect to Holders of Claims in voting classes; (b) the deadline for submitting Ballots to accept or reject the Plan; (c) the date, time, and place of the hearing to consider confirmation of the Plan and the time for filing objections to the Plan; (d) the Voting Record Date; and (e) procedures for tabulation of the Ballots cast on the Plan, including assumptions and procedures for tabulating Ballots that are not completed fully or correctly. Holders of Claims and Interests should read the Disclosure Statement Order and, if applicable, the instructions attached to your Ballot received in the Solicitation Package in connection with this section of this Disclosure Statement.

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After carefully reviewing the Plan, this Disclosure Statement, and the detailed instructions accompanying your Ballot, please indicate your acceptance or rejection of the Plan by voting in favor of or against the Plan on the Ballot. The Voting Agent may collect votes to accept or reject the Plan from Holders of Claims entitled to vote on the Plan via paper Ballot or the Voting Agent’s online “E-Balloting” portal. Solely in the case of master ballots submitted by Nominees (as defined in the Disclosure Statement Order), the Voting Agent may also collect votes on those master ballots by e-mail. Any Holder of a Claim entitled to vote on the Plan may request a paper copy of their Ballot by contacting the Voting Agent using the contact information provided below and in the Confirmation Hearing Notice. Please complete and sign your Ballot and return your Ballot to the Voting Agent either (1) online via the “E-Balloting” portal on the Restructuring Website, (2) by U.S. mail, overnight mail, or hand delivery during customary business hours to the address set forth below and in the Confirmation Hearing Notice, or (3) by any other method provided by the Voting Agent, so that it is received by the Voting Deadline.

THE VOTING DEADLINE IS 4:00 P.M. (PREVAILING EASTERN TIME) ON OCTOBER  24, 2018, UNLESS EXTENDED BY THE DEBTORS (THE “ VOTING DEADLINE ”). THE VOTING RECORD DATE FOR DETERMINING WHETHER A HOLDER OF A CLAIM IS ENTITLED TO VOTE ON THE PLAN WAS SEPTEMBER 20, 2018 (THE “ VOTING RECORD DATE ”). FOR YOUR VOTE TO BE COUNTED, YOUR BALLOT MUST BE PROPERLY COMPLETED AS SET FORTH ABOVE AND IN ACCORDANCE WITH THE VOTING INSTRUCTIONS ON THE BALLOT AND RECEIVED NO LATER THAN THE VOTING DEADLINE BY THE VOTING AGENT.

If by First-Class Mail, Hand Delivery, or Overnight Mail:

Pacific Drilling S.A. Ballot Processing

c/o Prime Clerk LLC

830 3rd Avenue, 3rd Floor

New York, NY 10022

If you have any questions about the procedure for voting your Claim, the Solicitation Package that you have received, or the amount of your Claim or Interest, or if you wish to obtain an additional copy of the Plan, this Disclosure Statement, or any appendices or exhibits to such documents, please contact the Voting Agent as follows:

By Email: pacificdrillingballots@primeclerk.com

By Phone: 866-396-3566 or 646-795-6175 if outside the United States

Case website: https://cases.primeclerk.com/pacificdrilling/

Except as provided herein, unless your Ballots are timely submitted to the Voting Agent before the Voting Deadline or the Bankruptcy Court orders otherwise, the Debtors may, in their sole discretion, reject such Ballots as invalid, and therefore decline to utilize them in connection with seeking confirmation of the Plan (“ Confirmation ”). In the event that any Claim is the subject of an objection or contested matter, any vote to accept or reject the Plan cast with respect to such Claim will not be counted for purposes of determining whether the Plan has been accepted or rejected, unless the Bankruptcy Court orders otherwise.

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Subject to contrary order of the Bankruptcy Court, all questions as to the validity, form, eligibility (including time of receipt), acceptance, revocation, or withdrawal of Ballots will be determined by the Voting Agent and the Debtors; provided , that the Debtors shall notify any Holder submitting a defective or invalid Ballot of their intent to reject such Ballot if the alleged defects are not remedied; provided , further , that any disputes regarding the validity, form, eligibility (including time of receipt), acceptance, revocation, or withdrawal of Ballots shall be determined by the Bankruptcy Court. Once a party delivers a valid Ballot for the acceptance or rejection of the Plan, such party may not withdraw or revoke such acceptance or rejection without the Debtors’ written consent or an order of the Bankruptcy Court. Subject to contrary order of the Bankruptcy Court, the Debtors also reserve the right to reject any and all Ballots not in proper form; provided , that the Debtors shall notify any Holder submitting a Ballot not in proper form and their intent to reject such Ballot if the alleged defects are not remedied. Any disputes regarding the form of any Ballot shall be determined by the Bankruptcy Court.

Subject to contrary order of the Bankruptcy Court, the Debtors further reserve the right to waive any defects or irregularities or conditions of delivery as to any particular Ballot. The interpretation (including the Ballot and the respective instructions therein) by the Debtors, unless otherwise directed by the Bankruptcy Court, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with deliveries of Ballots must be cured by the Voting Deadline. Unless otherwise directed by the Bankruptcy Court, delivery of such Ballots will not be deemed to have been made until such irregularities have been cured or waived. Any Ballot previously furnished (and as to which any irregularities have not theretofore been cured or waived) will be invalidated; provided , that the Debtors have provided notice of such irregularities to the Holder submitting such Ballot.

THE BANKRUPTCY COURT HAS SCHEDULED A HEARING TO CONSIDER CONFIRMATION OF THE PLAN ON OCTOBER 31, 2018 PURSUANT TO THE CONFIRMATION HEARING NOTICE. OBJECTIONS TO CONFIRMATION MUST BE FILED WITH THE BANKRUPTCY COURT BY OCTOBER 24, 2018 AT 4:00 P.M. (PREVAILING EASTERN TIME). UNLESS AN OBJECTION TO CONFIRMATION IS TIMELY SERVED AND FILED, SUCH OBJECTION TO CONFIRMATION MAY NOT BE CONSIDERED BY THE BANKRUPTCY COURT AT THE CONFIRMATION HEARING.

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PDSA currently files annual reports with, and furnishes other information to, the SEC. Copies of any document filed with the SEC may be obtained by visiting the SEC website at http://www.sec.gov and performing a search under the “Company Filings” link. Each of the following filings and submissions is incorporated as if fully set forth herein and is a part of this Disclosure Statement. Later information filed with the SEC that updates information in the filings incorporated by reference will update and supersede that information:

In addition, the motions, orders, and other chapter 11 filings referenced herein can be viewed free of charge on the Restructuring Website.

II. OVERVIEW OF THE DEBTORS

1. Corporate Structure

PDSA (together with its Debtor and non-Debtor affiliates, “ Pacific Drilling ” or the “ Company ”) is a public limited liability company (société anonyme) incorporated under Luxembourg law with its registered office at 8-10, Avenue de la Gare, L-1610, Luxembourg. Pacific Drilling’s operational headquarters are located in Houston, Texas, and Pacific Drilling provides additional technical, operational, and administrative support from its offices in Nigeria and Brazil. PDSA owns, directly or indirectly, a majority of the equity of its Debtor and non-Debtor subsidiaries, excluding non-Debtor Pacific International Drilling West Africa Limited (“ PIDWAL ”) and Debtor Pacific Drillship Nigeria Ltd., which does not own a drillship.

The Debtors are party to a Nigerian joint venture, PIDWAL, with Derotech Offshore Services Limited (“ Derotech ”), a privately-held Nigerian registered limited liability company. Derotech owns 51.0% of PIDWAL, and PIDWAL has an indirect 50.1% ownership interest in Debtors Pacific Bora Ltd. (“ PBL ”) and Pacific Scirocco Ltd. (“ PSL ”). PIDWAL’s interest in PBL and PSL is held through a holding company, Debtor Pacific Drillship Nigeria Limited (“ PDNL ”). Derotech will not accrue the economic benefits of its interest in PIDWAL unless and until it satisfies certain outstanding obligations to the Debtors and a certain pledge is cancelled by the Debtors. Likewise, PIDWAL will not accrue the economic benefits of its interest in PDNL unless and until it satisfies certain outstanding obligations to the Debtors and a certain pledge is cancelled by the Debtors.

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A corporate organization chart is attached as Appendix B hereto.

2. Business Operations

Pacific Drilling operates an international offshore drilling business specializing in high-specification deepwater and complex well construction services. Its primary business is to contract its fleet of seven high-specification rigs to drill wells for clients in the global offshore exploration and production industry. Although the term “high-specification” is used in the floating rig drilling industry to denote a particular segment of the market, the meaning of such term can vary and continues to evolve with technological improvements. However, Pacific Drilling generally considers high-specification requirements to include floating rigs capable of drilling in water depths of more than 7,500 feet or projects requiring advanced operating capabilities, such as high hook-loads (>1,000 tons), large accommodations (200+ beds), increased mud storage and pumping capacity, and high deck-load and space capabilities.

Pacific Drilling provides drilling services on a “dayrate” contract basis. Under dayrate contracts, the drilling contractor provides a drilling rig and rig crews and charges the client a fixed amount per day regardless of the number of days needed to drill the well. The client bears substantially all of the ancillary costs of constructing the well and supporting drilling operations, as well as the economic risk and reward relative to the success of the well. Pacific Drilling’s clients are large national, major, or independent oil and gas companies, and have included Chevron U.S.A., Inc. (“ Chevron ”), Total S.A. Group, PC Mauritania 1 Pty Ltd (“ Petronas ”), and Petroleo Brasiliero S.A.

Pacific Drilling’s offshore fleet consists of seven high-specification drillships (collectively, the “ Drillships ”) delivered between 2010 and 2014: (1) the Pacific Bora, owned by Pool A Debtor PBL; (2) the Pacific Scirocco, owned by Pool A Debtor PSL; (3) the Pacific Sharav, owned by Pool B Debtor Pacific Sharav S.à r.l. (“ PSS ”); (4) the Pacific Santa Ana , owned by Pool A Debtor Pacific Santa Ana S.à r.l. (“ PSAS ”); (5) the Pacific Mistral , owned by Pool A Debtor Pacific Mistral Ltd. (“ PML ”); (6) the Pacific Khamsin , owned by Pool C Debtor Pacific Drilling V Limited (“ PDV ”); and (7) the Pacific Meltem , owned by Pool B Debtor Pacific Drilling VII Limited (“ PDVII ,” and together with the other Debtor subsidiaries that own or charter drillships, the ” Drillship Subsidiaries ”). Pacific Drilling’s drillships have an average useful life exceeding 25 years and are some of the newest and most technologically advanced in the world. Each drillship is self-propelled, dynamically positioned, suitable for drilling in remote locations, and designed to achieve faster drilling and shorter transportation times relative to older units in the market.

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The Pacific Sharav is currently under long-term contract with Chevron in the U.S. Gulf of Mexico through August 2019 at a dayrate of $550,000. The Pacific Bora is currently on standby in the Ivory Coast awaiting commencement of work with a subsidiary of Eni S.p.A. in Nigeria. The Debtors recently received letters of award for the Pacific Khamsin and the Pacific Meltem for two years of work in the U.S. Gulf of Mexico commencing early 2019 at a dayrate of $160,000. On August 2, 2018, Petronas exercised its option to contract the Pacific Santa Ana for Phase II of a plug and abandonment project in Mauritania at a dayrate of $280,000 expected to commence in mid-2019 with an estimated 360 days of work.

When the Debtors’ Drillships are not under contract, the Debtors use their internally developed, sophisticated process designed to maintain inactive drillships at the lowest possible cost while preserving the ability to redeploy the vessels in a timely and cost-effective manner (“ Smart Stacking ”). By contrast, Pacific Drilling’s competitors often “cold stack” their idle drillships, which entails shutting down the drillship and all of its systems in full, as well as reducing the manning of the drillship to the minimum level needed to safeguard the drillship against theft or vandalism (“ Cold Stacking ”). While Cold Stacking could eventually achieve lower monthly costs than Smart Stacking, it requires substantial upfront cash costs and significantly higher reactivation costs.

The Debtors recently instituted a “modified Smart Stacking” process (“ Modified Smart Stacking ”) on some of their Drillships to save liquidity in the short term. Modified Smart Stacking involves maintaining idle rigs as a group, with one rig—the “anchor rig”—providing the power source for the other rigs. Modified Smart Stacking costs approximately $50,000–$80,000 per day for the anchor rig and approximately $7,000–$8,000 per day for each additional rig, compared to $30,000 per day per rig for Smart Stacked drillships. Currently, the Pacific Scirocco , the Pacific Mistral , the Pacific Khamsin , and the Pacific Meltem (the anchor rig) are Modified Smart Stacked in Las Palmas, Spain.

Pacific Drilling provides its own fleet management and corporate services through wholly-owned subsidiaries, primarily PDSI. ¹⁶ PDSI is reimbursed for expenses and earns a markup of 5% to 10% for certain of these services. Debtor Pacific Drilling Operations Limited (“ PDOL ”), which indirectly owns a stake in the Pacific Bora and the Pacific Scirocco ships, provides certain services with respect to those vessels. Derotech performs marketing services for PIDWAL, and an affiliate of Derotech acts as one of PIDWAL’s logistics agents.

The deepwater drilling oilfield services market is highly cyclical and is affected by fluctuations in oil price, as well as supply and demand for offshore drilling rigs. These cycles have typically lasted five to ten years, with drillship utilization fluctuating from below 60% up to 99% and dayrates fluctuating from breakeven costs of approximately $130,000–$180,000 up to $700,000 per day. When demand and rates are high, Pacific Drilling seeks long-term contracts for its drillships with large exploration and production companies, and when demand and rates are low, Pacific Drilling keeps its drillships active on short-term contracts or, if needed, utilizes its Smart Stacking or Modified Smart Stacking procedures.

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The significant and sustained decline in oil prices since mid-2014 has led many of Pacific Drilling’s existing and potential clients to delay or cancel various exploration and development programs, which has resulted in a reduction of drilling contracts awarded and dayrates achieved across the sector. However, the demand for oil is projected to increase over the medium-term, and Pacific Drilling expects a corresponding increase in demand for high-specification deepwater drilling services. Further, as of the date of this Disclosure Statement, the spot price for Brent Crude had risen by approximately 20% since the Petition Date.

For the year ended December 31, 2017, the audited, consolidated financial statements of Pacific Drilling reflected total revenues of approximately $319,716,000 and a net loss of approximately $525,166,000. As of December 31, 2017, Pacific Drilling’s audited, consolidated balance sheet reflected assets with a book value totaling approximately $5,362,961,000 and liabilities totaling approximately $3,211,160,000.

3. Company History

Pacific Drilling’s predecessor company, Pacific Drilling Limited (“ PDL ”), was formed in Liberia in 2006 as an independent operating subsidiary of a predecessor to a group of companies generally referred to as the “ Quantum Pacific Group .” The principals of the Quantum Pacific Group have significant holdings in various global industries such as energy, oil, refining, transportation, and commodities.

PDL’s initial investment in the high-specification offshore drilling contractor industry was through the purchase in 2006 of a drillship under construction by Samsung Heavy Industries Co., Ltd. (“ SHI ”) and the later exercise of an option for a second drillship.

In 2007, PDL formed a joint venture, Transocean Pacific Drilling, Inc. (“ TPDI ”) with Transocean Ltd., and the two drillships then under construction were transferred into TPDI. PDL formed a construction management team to oversee activities in the SHI shipyard that was then seconded to Transocean Ltd., who assumed responsibility for management of construction and operation of the two TPDI drillships through a contract with TPDI.

In 2007, PDL entered into additional construction contracts with SHI to construct two sixth-generation high-specification drillships, the Pacific Bora and the Pacific Mistral , which were not included in TDPI. In 2008, PDL decided to expand activities in the high-specification offshore floating rig segment to include operation and marketing of drilling services for the two drillships. As part of this strategy, PDL entered into additional contracts with SHI to construct two more sixth-generation high-specification drillships, the Pacific Scirocco and Pacific Santa Ana .

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In 2011, PDSA was incorporated in Luxembourg, and Pacific Drilling completed a restructuring pursuant to which PDL was contributed to a wholly-owned subsidiary of PDSA. At this point, Pacific Drilling determined that it was in its best interest to focus on the operation and marketing of its wholly-owned fleet. Consequently, on March 30, 2011, Pacific Drilling completed a transfer of its equity interests in TPDI to a wholly-owned subsidiary of the Quantum Pacific Group. As a result, neither PDSA nor any of its subsidiaries own any interest in TPDI.

In November 2012, the Ship Group C Debtors (as defined herein) completed a $500.0 million private placement of Secured Notes due 2017 (the “ 2017 Notes ”) ¹⁷ to fund the final construction costs related to a new seventh-generation drillship, the Pacific Khamsin .

In February 2013, the Ship Group B Debtors (as defined herein) entered into a $1.0 billion Senior Secured Credit Facility (the “ SSCF ,” and the lenders thereunder, the “ SSCF Lenders ”) ¹⁸ to finance the construction, operation, and expenses associated with two additional seventh-generation drillships, the Pacific Sharav and the Pacific Meltem .

In June 2013, the Ship Group A Debtors (as defined herein) completed three financing transactions totaling $2.0 billion, consisting of (a) a $750.0 million private placement of Secured Notes due 2020 (the ” 2020 Notes ”), (b) a $750.0 million secured Term Loan B Credit Facility (the “ Term Loan B ,” and the lenders thereunder, the “ Term Loan B Lenders ”), and (c) a $500.0 million secured revolving credit facility (the “ RCF ,” and the lenders thereunder, the “ RCF Lenders ”). ¹⁹ A portion of the net proceeds from the 2020 Notes and the Term Loan B was used to fully repay the outstanding borrowings under a credit facility used to finance construction of the Pacific Bora , the Pacific Mistral , the Pacific Scirocco , and the Pacific Santa Ana .