jmp Doc 228 Filed 11/03/11 Entered 11/03/11 11:22:39 Main Document Pg 1 of 8. Chapter 11

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1 Pg 1 of 8 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: MARCO POLO SEATRADE B.V., et al., 1 Debtors. Chapter 11 Case No (JMP) Jointly Administered ORDER AUTHORIZING THE DEBTORS TO EMPLOY BLUE FINANCIAL SERVICES B.V. AND DESIGNATING BARRY MICHEL CERNEUS AS DEBTORS FINANCIAL MANAGER AND CHIEF RESTRUCTURING OFFICER NUNC PRO TUNC TO THE COMMENCEMENT DATE Upon consideration of the Application for Order Under 11 U.S.C. 363 Authorizing Employment and Retention of Blue Financial Services B.V. ( Blue Financial ) and Designating Barry Michel Cerneus as Financial Manager and Chief Restructuring Officer (the Application ) 2 filed by the above-captioned debtors and debtors in possession (the Debtors ), and upon the consideration of the Declaration of Barry Michel Cerneus (the Cerneus Declaration ) in support of the Application, the Court finds that: (i) it has jurisdiction over the matters raised in the Application pursuant to 28 U.S.C. 1334(b); (ii) this is a core proceeding pursuant to 28 U.S.C. 157(b); (iii) the relief requested in the Application is in the best interests of the Debtors estates, their creditors and other parties-in-interest; and (iv) proper and adequate notice of the Application and hearing on the Application has been given and that no other or further notice is necessary under the circumstances. Therefore, it is hereby 1 The Debtors in these chapter 11 cases (the Cases ), along with the last four digits of each Debtor s identification number, include: Marco Polo Seatrade B.V. (5584); Seaarland Shipping Management B.V. (0110); Magellano Marine C.V. (2910); and Cargoship Maritime B.V. (4361). The Debtors service address is: Bracewell & Giuliani, LLP, 1251 Avenue of the Americas, 49 th Floor, New York, NY 10020, Attn: Robert G. Burns. 2 Unless otherwise defined, capitalized terms used in this Order shall have the meanings ascribed to them in the Application.

2 Pg 2 of 8 ORDERED, that the Application is GRANTED as provided herein; and it is further ORDERED, that, pursuant to section 363 of the Bankruptcy Code, the Debtors are authorized to retain and employ Blue Financial and designate Barry Michel Cerneus as financial manager and chief restructuring officer in accordance with the terms set forth in the Engagement Letter, as amended by the Second Amendment to Accounting and Financial Services Agreement attached hereto as Exhibit A (the Second Amendment ), and this Order, effective nunc pro tunc to the Petition Date; and it is further ORDERED, in a manner consistent with the Application, the Engagement Letter, as amended by the Second Amendment, and the Cerneus Declaration: a. Mr. Cerneus may serve as Debtors' financial manager and chief restructuring officer, as provided in the Engagement Letter; b. Blue Financial may render supporting financial services to the Debtors; and c. Blue Financial may provide Temporary Employees to the Debtors; and it is further ORDERED, that rather than maintaining hourly time records in connection with the services to be rendered pursuant to the Engagement Letter, Blue Financial shall file with the Court, and serve upon the U.S. Trustee, counsel to The Royal Bank of Scotland, plc, counsel to Credit Agricole Corporate and Investment Bank and counsel to the official committee of unsecured creditors, reports of compensation earned and expenses incurred on at least a quarterly basis, which reports shall summarize the services provided, compensation earned and itemize the expenses incurred. Such compensation and expenses will be subject to Court review in the event an objection is filed; and it is further ORDERED, that the Debtors are authorized to pay Blue Financial s fees bi-monthly, paid in advance (other than payments in respect of the October 1, 2011 through October 31, 2011 time

3 Pg 3 of 8 period, which shall be paid in arrears as soon as practicable after entry of this Order); and it is further ORDERED, that upon entry of this Order, the Debtors are authorized to commence making bi-monthly payments to Blue Financial in accordance with the Engagement Letter, as amended by the Second Amendment, beginning with the November 1, 2011 through December 31, 2011 time period; and it is further ORDERED, that the Debtors are authorized to reimburse Blue Financial for its reasonable and necessary costs and expenses incurred on a monthly basis, paid in arrears; and it is further ORDERED, that Blue Financial shall not receive any compensation or reimbursement of expenses from the Debtors estates in connection with any work undertaken by Blue Financial with respect to any non-debtor entity or person; and it is further ORDERED, that notwithstanding anything in the Engagement Letter, the Debtors shall only indemnify those Blue Financial employees serving as executive officers of the Debtors on the same terms as provided to the Debtors other officers and directors under the Debtors organizational documents and applicable law, and the Indemnification Provisions of the Engagement Letter shall not apply to Blue Financial during these chapter 11 cases; and it is further ORDERED, that the Engagement Letter is terminable by either party thereto upon one month s notice to the other party; provided that in the event the Engagement Letter is terminated prior to the expiration of a bi-monthly work period, Blue Financial shall reimburse the Debtors for any unearned amounts, net of any unpaid reasonable and necessary expenses incurred; and it is further

4 Pg 4 of 8 ORDERED, that if the effective date of a plan of reorganization in these cases occurs prior to the expiration of a bi-monthly work period, Blue Financial shall reimburse the Debtors for any unearned amounts, net of any unpaid reasonable and necessary expenses incurred and/or amounts that may be due under a post-chapter 11 services agreement with Blue Financial; and it is further ORDERED, that the Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order; and it is further ORDERED, that nothing herein shall be deemed to authorize the assumption of any executory contract pursuant to section 365 of the Bankruptcy Code; and it is further ORDERED, that this Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order. Dated: UNITED STATES BANKRUPTCY JUDGE

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