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1 Pg 1 of 15 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : Chapter 11 : TOISA LIMITED, et al., : Case No (SCC) : Debtors. 1 : (Jointly Administered) : x ORDER AUTHORIZING AND APPROVING SALE OF UNITED BANNER FREE AND CLEAR OF LIENS, CLAIMS AND ENCUMBRANCES IN ACCORDANCE WITH THE SALE PROCEDURES ORDER Upon the Notice of: (I) Selection of Successful Bid and Proposed Sale of United Banner; and (II) Filing of (A) Declaration of Philip Harding in Support of the Sale; (B) Declaration of Jonathan Mitchell in Support of the Sale; and (C) Proposed Sale Order (the Notice ) and the adjoining Declaration of Philip Harding attached to the Notice as Exhibit B (the Harding Declaration ) 2 and the Declaration of Jonathan Mitchell attached to the Notice as Exhibit C (the Mitchell Declaration and, together with the Harding Declaration, the Declarations ) in support of entry of an order (this Order ) authorizing the sale (the Sale ) of the United Banner (collectively with all related assets 1 The Debtors in these chapter 11 cases are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc. (collectively, the Debtors ). 2 Capitalized terms not otherwise defined herein have the meanings ascribed to them in the applicable Declaration.

2 Pg 2 of 15 being sold pursuant to the Purchase Agreement (as defined below), the Vessel ) to Dione Maritime Inc. (the Buyer ), pursuant to this Court s Order Approving (A) Procedures Regarding the Solicitation of Offers in Connection with the Sale of Certain of the Debtors Vessels, Subject to Bankruptcy Court Approval, (B) the Form of Notices Regarding the Sales and (C) the Form of Purchase and Sale Agreement [Docket No. 526] (the Sale Procedures Order ); and sufficient notice of the Sale having been provided to all parties with an interest in the Vessel or otherwise entitled to notice in accordance with the Sale Procedures Order; and the Court having reviewed and considered the Declarations and the memorandum of agreement for the Vessel attached hereto as Exhibit 1 (the Purchase Agreement ); and it appearing that the Sale is in the best interests of the Debtors, their estates, their creditors, their stakeholders, and other parties in interest; and after due deliberation thereon; and sufficient cause appearing therefor; IT IS HEREBY FOUND AND DETERMINED THAT: A. This Court has jurisdiction over the Sale pursuant to 28 U.S.C. 157 and This is a core proceeding under 28 U.S.C. 157(b). Venue of these cases and the Sale in this district is proper under 28 U.S.C and B. The legal predicates for the relief sought in the Notice and the Declarations are sections 105(a), 363(b), 363(f), 363(m), and 541(a) of title 11 of the United States Code (the Bankruptcy Code ), and Rules 2002, 6004, and 9006 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). C. This Order constitutes a final order within the meaning of 28 U.S.C. 158(a). Notwithstanding Bankruptcy Rules 6004(h), and 7062, and to the extent 2

3 Pg 3 of 15 necessary under Bankruptcy Rule 9014 and Rule 54(b) of the Federal Rules of Civil Procedure, as made applicable by Bankruptcy Rule 7054, this Court expressly finds that there is no just reason for delay in the implementation of this Order and expressly directs entry of this Order as set forth herein. D. As evidenced by the Harding Declaration (i) proper, timely, adequate, and sufficient notice of the Sale has been provided in accordance with the Sale Procedures Order to each party entitled to such notice, including but not limited to all persons and entities known to have asserted a Lien, Claim, or Interest (as defined below) on or against the Vessel, (ii) such notice was good, sufficient, and appropriate under the particular circumstances, (iii) such notice provided a fair and reasonable opportunity to object or be heard with respect to the Sale to all parties entitled to notice, and (iv) no other or further notice of the Sale is or shall be required. E. A reasonable opportunity to object and to be heard with respect to the Sale and to the entry of the Sale Procedures Order, has been afforded to all interested persons and entities. F. The Debtors have articulated good and sufficient reasons for this Court to grant the relief requested. The disclosures made by the Debtors in the Declarations and in the motion for entry of the Sale Procedures Order were good, complete and adequate. G. The Debtors have demonstrated both (a) good, sufficient, and sound business purposes and justifications for approving the Purchase Agreement and (b) compelling circumstances for the sale outside the ordinary course of business, 3

4 Pg 4 of 15 pursuant to section 363(b) of the Bankruptcy Code before, and outside of, a plan of reorganization, in that, among other things, the immediate consummation of the Sale to the Buyer is necessary and appropriate to maximize the value of the Debtors estates, and the Sale will provide the means for the Debtors to maximize distributions to creditors. H. The Debtors have shown that the Sale of the Vessel to the Buyer is a reasonable exercise of the Debtors business judgment and is in the best interests of the Debtors estates, their creditors, their stakeholders, and other parties in interest. Sound business reasons exist for the Sale. I. As set forth in the Declarations, the Debtors and their advisors marketed the Vessel to secure the highest and best offer. J. The Buyer is a good faith purchaser for value and, as such, is entitled to all of the protections afforded under 11 U.S.C. 363(m) and has otherwise acted in good faith in connection with the Sale. Specifically: (a) the Buyer is not an insider of the Debtors, as that term is defined in the Bankruptcy Code; (b) the Sale was negotiated at arm s-length and in good faith; (c) the Buyer did not in any way induce or cause the filing of the Chapter 11 Cases; (d) the consideration provided to the Debtors pursuant to the Sale is fair and reasonable; (e) the Sale is not the result of fraud or collusion; (f) the Sale constitutes the highest or best offer made for the Vessel; and (g) the Buyer is not a successor to the Debtors. Neither the Debtors nor the Buyer has engaged in any conduct that would cause or permit the Sale to be avoided or result in the imposition of any costs or damages under 11 U.S.C. 363(n). The Debtors and the 4

5 Pg 5 of 15 Buyer were represented by their own respective counsel and other advisors during such arms length negotiations in connection with the Purchase Agreement and the Sale. K. No party has objected to the Sale or the Purchase Agreement, on the grounds of fraud or collusion. L. The terms and conditions of the Purchase Agreement are fair, adequate and reasonable. The consideration provided by the Buyer for the Vessel pursuant to the Purchase Agreement (i) was negotiated at arm s length and is fair, adequate and reasonable, (ii) is the highest or best offer for the Vessel, (iii) will provide a greater recovery for the Debtors creditors than would be provided by any other practical available alternative, and (iv) constitutes reasonably equivalent value and fair consideration under the Bankruptcy Code and applicable non-bankruptcy law. M. United Banner, Inc. is the sole and lawful owner of the Vessel. The transfer of the Vessel by the Debtors to the Buyer will be a legal, valid, and effective transfer of the Vessel, and will vest the Buyer with all right, title, and interest of the Debtors in and to the Vessel free and clear of, without limitation: (a) all liens, claims (as defined in section 101(5) of the Bankruptcy Code), encumbrances and other interests and (b) all debts arising under, relating to, or in connection with any act of the Debtors or any liabilities, obligations, demands, guarantees, options in favor of third parties, rights, contractual commitments, restrictions, and matters of any kind and nature, whether arising prior to or subsequent to the commencement of the Chapter 11 Cases, and whether imposed by agreement, understanding, law, equity, or otherwise ((a) and (b) collectively, Liens, Claims, and Interests, or Liens, Claims, or Interests, as 5

6 Pg 6 of 15 applicable), and all Liens, Claims, and Interests on or against the Vessel and related assets being sold pursuant to the Purchase Agreement shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority and effect as they currently exist. After the closing of the Sale under the Purchase Agreement (the Closing ), the Buyer and the Vessel shall have no liability for any Liens, Claims, or Interests asserted against or liabilities of (i) the Debtors or their estates, and (ii) the Vessel for any act arising prior to the Buyer taking ownership of the Vessel, except as may be provided for herein. N. The conditions of section 363(f) of the Bankruptcy Code have been satisfied in full; therefore, the Debtors may sell the Vessel free and clear of any Liens, Claims, and Interests and all Liens, Claims, and Interests on or against the Vessel and related assets being sold pursuant to the Purchase Agreement shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority and effect as they currently exist. IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT: 1. The relief sought by the Debtors in the portion of their motion for entry of the Sale Procedures Order approving the sale of the Vessel is hereby granted as set forth therein. All objections to the entry of this Order that have not been withdrawn, waived, or settled by announcement to the Court during any hearing or stipulation filed with the Court, including, without limitation, any and all reservations of rights included in such objections or otherwise, are hereby denied and overruled on the merits, with prejudice. Entities with an interest in the Vessel and related assets being 6

7 Pg 7 of 15 sold pursuant to the Purchase Agreement that did not object, or withdrew their objections, to the entry of this Order are deemed to have consented pursuant to section 363(f)(2) of the Bankruptcy Code. 2. This Order shall be binding in all respects upon all creditors of and holders of equity interests in the Debtors (whether known or unknown), agents, trustees and collateral trustees, holders of Liens, Claims, or Interests in, against, or on the Vessel, or any portion thereof, all counterparties to contracts with the Debtors (whether or not assigned), all successors and assigns of the Debtors, and any subsequent trustees appointed in these bankruptcy cases or upon a conversion of these bankruptcy cases to one or more cases under chapter 7 of the Bankruptcy Code and shall not be subject to rejection or unwinding. Nothing in any chapter 11 plan confirmed in these bankruptcy cases, the order confirming any such chapter 11 plan, any order approving the wind down or dismissal of these bankruptcy cases, or any order entered upon the conversion of these bankruptcy cases to one or more cases under chapter 7 of the Bankruptcy Code or otherwise shall conflict with or derogate from the provisions of the Purchase Agreement or this Order. 3. The findings of fact set forth above and conclusions of law set forth herein constitute this Court s findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this case pursuant to Bankruptcy Rule To the extent any finding of fact later shall be determined to be a conclusion of law, it shall be so deemed, and to the extent any conclusion of law later shall be determined to be a finding of fact, it shall be so deemed. 7

8 Pg 8 of Except as otherwise provided herein, all parties are enjoined from taking any action against (i) the Buyer, its affiliates or any agent of the foregoing, or (ii) the Vessel, in each case to recover any Lien, Claim, or Interest which such person or entity has against the Debtors or their estates or the Vessel for any act arising prior to the Buyer taking ownership of the Vessel. 5. Pursuant to 11 U.S.C. 363(b) and 363(f), the Debtors are authorized, empowered and directed to take any and all actions necessary or appropriate to transfer the Vessel to the Buyer pursuant to the terms and conditions set forth in the Purchase Agreement. The Sale, including all of the terms and conditions and transactions contemplated by the Purchase Agreement, and all other ancillary documents, is hereby approved, and the Debtors are authorized and directed to take all actions necessary to consummate the Sale and to perform under the Purchase Agreement; provided, however, that if there is any conflict or inconsistency between the terms of the Purchase Agreement and this Order, this Order shall govern. 6. Except as otherwise expressly provided in this Order, pursuant to 11 U.S.C. 363(b) and 363(f), the Vessel shall be transferred free and clear of all Liens, Claims, and Interests, including, without limitation, (a) successor or successor-ininterest liability, and (b) any and all contracts not assumed and assigned to Buyer pursuant to the terms of the Purchase Agreement, and all Liens, Claims, and Interests on or against the Vessel and related assets being sold pursuant to the Purchase Agreement shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority and effect as they currently exist. 8

9 Pg 9 of Upon sale and transfer of the Vessel, all of the Debtors right, title and interest in the Vessel shall be immediately vested in the Buyer pursuant to Bankruptcy Code sections 105(a), 363(b), and 363(f) free and clear of any and all Liens, Claims, and Interests, and all Liens, Claims, and Interests on or against the Vessel and related assets being sold pursuant to the Purchase Agreement shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority and effect as they currently exist. Such Sale shall constitute a legal, valid, binding, and effective transfer of such Vessel and shall vest the Buyer with good and marketable title to the Vessel free and clear of any and all Liens, Claims and Interests. 8. On the Closing of the Sale, this Order shall be construed and shall constitute for any and all purposes a full and complete sale, conveyance and transfer of the Vessel or a bill of sale transferring good and marketable title of the Vessel to the Buyer. This Order is and shall be effective as a determination that, on the date of Closing of the Sale, all Liens, Claims, and Interests of any kind or nature whatsoever existing as to the Vessel prior to the date of such Closing, other than as otherwise provided in this Order, shall have been unconditionally released, discharged, and terminated, and that the conveyances described herein have been effected, provided, however, that all Liens, Claims, and Interests, on or against the Vessel and related assets being sold pursuant to the Purchase Agreement shall attach to the consideration received by the Debtors under the Purchase Agreement, with the same force, validity, priority and effect as they currently exist. This Order is and shall be binding upon and 9

10 Pg 10 of 15 govern the acts of all persons, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of state, federal and local officials, and all other persons who may be required by operation of law, the duties of their office, or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any lease; and each of the foregoing persons is hereby directed to accept for filing any and all of the documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. A certified copy of this Order may be: (a) filed with the appropriate clerk; (b) recorded with the recorder; and/or (c) filed or recorded with any other governmental agency effect the cancellation of any Liens, Claims, or Interests against the Vessel. 9. The Debtors are authorized and directed to execute and deliver, and are further empowered to perform under, consummate, and implement the Purchase Agreement, together with all additional instruments and documents that may be reasonably necessary, convenient or desirable to implement the Purchase Agreement and consummate the Sale pursuant thereto and effectuate the provisions of this Order and the transactions approved hereby, and to take all other actions as may be necessary for the purpose of transferring, granting, conveying and conferring to the Buyer, the Vessel, as may be necessary or appropriate to the performance of the obligations as contemplated by the Purchase Agreement and this Order. 10

11 Pg 11 of The Buyer is a good faith buyer within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to the full protections of section 363(m) of the Bankruptcy Code. The Sale was undertaken by the Buyer without collusion and in good faith, as that term is used in section 363(m) of the Bankruptcy Code and the Buyer is entitled to the full protections available under section 363(m) of the Bankruptcy Code. Accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale shall not affect the validity of the Sale, unless such authorization and consummation of the Sale is duly and properly stayed pending such appeal. 11. The cash proceeds generated from the Sale of the Vessel shall be applied first, to satisfy payment of the Broker Commission to Clarkson in the amount of $50,125. The remaining cash proceeds generated from the Sale (including the Deposit under the Purchase Agreement) shall be (a) deposited directly into the Commerzbank Vessel Account, with account number xxxx7300 (the Vessel Account ), and (b) used solely in accordance with the Informal Committee Cash Collateral Order [Docket No. 246]; provided, however, that notwithstanding the terms of the Informal Committee Cash Collateral Order, Commerzbank AG ( Commerzbank ) and UniCredit Bank AG ( UniCredit together with Commerzbank, the Secured Lenders ) shall apply such cash proceeds of the Sale and any and all cash (i) in the Vessel Account, (ii) related to the Vessel s pre-closing operations or employment whenever such amounts may be received by the Debtors or any other party, including, without limitation, any amounts related to demurrage, and (iii) constituting or relating to insurance or other claim 11

12 Pg 12 of 15 proceeds and related payments or amounts attributable or otherwise related to pre- Closing events, damages or losses of any kind, whenever any such amounts may be received by the Debtors or any other party, in accordance with a closing memorandum to be agreed upon between the Secured Lenders and the Debtors, in consultation with the Official Committee of Unsecured Creditors (the Creditors Committee ), and the Informal Committee of Secured Lenders (the Closing Memorandum ). The Closing Memorandum shall provide, inter alia, for (1) payment of any Oceangoing Intercompany Advances, if any, as defined in and under the 18th Interim Cash Management Order and any subsequent cash management orders in respect of the Vessel, which amount shall be reduced by any amount paid to any Managing Agent without the consent of the Secured Lenders; (2) reserve in respect of any amounts payable under a Carve-Out under the Informal Committee Cash Collateral Order as of the Closing, if any; and (3) reserve in respect of any unpaid post-petition expenses owed to third party vendors unaffiliated with the Debtors that were not otherwise paid pursuant to Paragraph 11(1) hereof, if any, to the extent such amounts relate to the Vessel s pre-closing operations and will come due on or after the Closing. In the event that no such agreement regarding the Closing Memorandum is reached on or before the Closing, only the portion of the cash proceeds of the Sale relating to disputed payments or reserves (collectively, the Disputed Amounts ) shall be held in the Vessel Account; provided, that all cash proceeds of the Sale in excess of the Disputed Amounts, together with any and all cash (i) in the Vessel Account, (ii) related to the Vessel s pre- Closing operations or employment whenever such amounts may be received by the 12

13 Pg 13 of 15 Debtors or any other party including, without limitation, any amounts related to demurrage, and (iii) constituting or relating to insurance or other claim proceeds and related payments or amounts attributable or otherwise related to pre-closing events, damages or losses of any kind whenever any such amounts may be received by the Debtors or any other party, shall be transferred to Commerzbank immediately upon (a) the Closing of the Sale or (b) receipt by the Debtors or any other party of any of the forgoing amounts, as applicable, and applied in accordance with the Bankruptcy Code and applicable law to reduce outstanding amounts under that certain Loan Agreement dated June 13, 2007 (collectively with any and all related agreements and other documents, each as amended, restated, supplemented and otherwise modified from time to time, the Commerzbank I Credit Facility ) by and between Debtors United Ambassador, Inc., United Banner, Inc., and United Courage, Inc., as joint and several Borrowers, and Commerzbank, as Agent and Security Trustee, and Commerzbank and UniCredit, as Lenders. If the Debtors and Secured Lenders are unable to resolve their disputes with respect to the Disputed Amounts within fourteen (14) days from the date of the Closing, the Debtors shall file with this Court a motion, on at least ten (10) days prior written notice to the Secured Lenders of any hearing on such motion, requesting authority to pay or reserve for such Disputed Amounts from the cash proceeds of the Sale, and no additional disbursements from the Vessel Account shall be made without further order of this Court. Notwithstanding anything set forth herein, all of the Secured Lenders rights to dispute, challenge, and object to any such motion and/or any reserves or payments made, proposed, or contemplated under the Closing 13

14 Pg 14 of 15 Memorandum are reserved. If the Debtors do not file a motion within fourteen (14) days from the date of the Closing, the Disputed Amounts shall be applied by Commerzbank and UniCredit, as applicable, to outstanding amounts under the Commerzbank I Credit Facility in accordance with the Bankruptcy Code and applicable law. 12. The Debtors shall provide the proposed Closing Memorandum, including a complete port history beginning from January 1, 2017 in the same form and manner as same is presented together with the Budgets from time to time during the Chapter 11 Cases to the Informal Committee, the Creditors Committee, and to counsel to Commerzbank at least five (5) days prior to the expected date of the Closing. 13. Except as otherwise set forth in this Order, nothing in the Notice, the Purchase Agreement, or the Declarations shall be deemed to constitute the postpetition assumption of any agreement under Bankruptcy Code section Notwithstanding Bankruptcy Rules 6004(h), 6006(d), 7062, or 9014 or any other Bankruptcy Rule, Local Rule, or Rule 62(a) of the Federal Rules of Civil Procedure, this Order shall be immediately effective and enforceable upon its entry and there shall be no stay of execution of this Order. 14

15 Pg 15 of The Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation of this Order. Dated: New York, New York July 31, 2018 /s/shelley C. Chapman HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 15

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