PLEASE TAKE NOTICE that, on December 21, 2018, Toisa Limited and

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1 TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Frank A. Oswald Brian F. Moore Lauren L. Peacock Counsel to the Debtors and Debtors in Possession 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 NOTICE OF FILING OF BLACKLINE OF DISCLOSURE STATEMENT FOR THE SECOND AMENDED JOINT PLAN OF LIQUIDATION FOR TOISA LIMITED AND CERTAIN OF ITS AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE that, on December 21, 2018, Toisa Limited and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), filed the Disclosure Statement for the First Amended Joint Plan of Liquidation for Toisa Limited and Certain of its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 981] (the First Amended Disclosure Statement ) 2. PLEASE TAKE FURTHER NOTICE that, on January 18, 2019, the Debtors filed the Disclosure Statement for the Second Amended Joint Plan of Liquidation for 1 2 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. Capitalized terms used but not defined in this Notice shall have the meaning ascribed to them in the First Amended Disclosure Statement.

2 Toisa Limited and Certain of its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 1017] (the Second Amended Disclosure Statement ). PLEASE TAKE FURTHER NOTICE that annexed hereto as Exhibit A is a blackline of the Second Amended Disclosure Statement showing changes from the First Amended Disclosure Statement. PLEASE TAKE FURTHER NOTICE that the Debtors intend to seek entry of the Second Amended Disclosure Statement at the hearing scheduled for January 24, 2019 at 11:00 a.m. (Prevailing Eastern Time) (the Hearing ). DATED: New York, New York January 18, 2019 TOISA LIMITED, et al., By Their Counsel TOGUT, SEGAL & SEGAL LLP By: /s/frank A. Oswald ALBERT TOGUT FRANK A. OSWALD BRIAN F. MOORE LAUREN L. PEACOCK One Penn Plaza, Suite 3335 New York, New York (212)

3 EXHIBIT A

4 Albert Togut Frank A. Oswald Brian F. Moore Lauren L. Peacock Togut Segal & Segal LLP One Penn Plaza New York, New York (212) Counsel for the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x : In re: : : TOISA LIMITED, et al., : : Debtors. 1 : : x Chapter 11 Case No (SCC) (Jointly Administered) DISCLOSURE STATEMENT FOR THE FIRSTSECOND AMENDED JOINT PLAN OF LIQUIDATION FOR TOISA LIMITED AND CERTAIN OF ITS AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Dated: December 21, 2018January 18, 2019 New York, NY THIS PROPOSED DISCLOSURE STATEMENT HAS NOT BEEN APPROVED BY THE BANKRUPTCY COURT AS CONTAINING ADEQUATE INFORMATION WITHIN THE MEANING OF BANKRUPTCY CODE SECTION 1125(a). THIS IS NOT A SOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS WILL NOT BE SOLICITED UNTIL THE BANKRUPTCY COURT HAS APPROVED THIS PROPOSED DISCLOSURE STATEMENT. THE DEBTORS RESERVE THE RIGHT TO AMEND OR SUPPLEMENT THIS PROPOSED DISCLOSURE STATEMENT AT OR BEFORE THE HEARING TO CONSIDER THIS PROPOSED DISCLOSURE STATEMENT. 1 The Debtors 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.

5 INTRODUCTION AND DISCLAIMER Toisa Limited ( Toisa ) and certain of its affiliates (collectively, the Debtors ) submit this disclosure statement (the Disclosure Statement ) to Holders of Claims entitled to vote on the FirstSecond Amended Joint Plan of Liquidation of Toisa and Certain of Its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, dated as of December, 2018January 18, 2019, a copy of which is annexed hereto as Appendix A (the Plan ). 2 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. No assertion of fact or conclusion of law contained herein shall be binding on any party other than the Debtors. THE DEBTORS HAVE PREPARED THIS PROPOSED DISCLOSURE STATEMENT PURSUANT TO BANKRUPTCY CODE SECTION 1125 FOR USE IN THE SOLICITATION OF VOTES ON THE PLAN. THE CONFIRMATION AND EFFECTIVENESS OF THE PLAN ARE SUBJECT TO THE SATISFACTION OR WAIVER OF MATERIAL CONDITIONS PRECEDENT. THERE CAN BE NO ASSURANCE THAT THOSE CONDITIONS PRECEDENT WILL BE SATISFIED. THE DEBTORS CURRENTLY INTEND TO SEEK TO HAVE THE PLAN GO EFFECTIVE PROMPTLY AFTER CONFIRMATION OF THE PLAN. THERE CAN BE NO ASSURANCE, HOWEVER, 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 IN CERTAIN CLASSES AND (B) THE AMOUNT OF DISTRIBUTIONS ULTIMATELY RECEIVED BY SUCH HOLDERS ARE DESCRIBED IN SECTION IV SUMMARY OF THE PLAN OF LIQUIDATION. IF THE PLAN IS NOT CONFIRMED OR DOES NOT GO EFFECTIVE, THEN THE DEBTORS WILL HAVE TO CONSIDER ALL OF THEIR OPTIONS AS DEBTORS IN BANKRUPTCY. NO PERSON IS AUTHORIZED BY THE DEBTORS IN CONNECTION WITH THE PLAN OR THE SOLICITATION TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION REGARDING THIS DISCLOSURE STATEMENT OR THE PLAN OTHER THAN AS CONTAINED IN THIS DISCLOSURE STATEMENT AND THE APPENDICES ATTACHED HERETO OR INCORPORATED HEREIN BY REFERENCE OR REFERRED TO HEREIN. IF SUCH INFORMATION OR REPRESENTATION IS GIVEN OR MADE, IT MAY NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE DEBTORS. THIS DISCLOSURE STATEMENT DOES NOT CONSTITUTE LEGAL, BUSINESS, FINANCIAL, OR TAX ADVICE. ANY CREDITOR OR INTEREST 2 All capitalized terms not otherwise defined in this Disclosure Statement have the meanings ascribed to such terms in the Plan. i

6 HOLDER DESIRING ANY SUCH ADVICE OR ANY OTHER ADVICE SHOULD CONSULT WITH ITS OWN ADVISORS. 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. THIS DISCLOSURE STATEMENT MAY NOT BE RELIED ON FOR ANY PURPOSE OTHER THAN TO DETERMINE WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN, AND NOTHING STATED HEREIN CONSTITUTES AN ADMISSION OF ANY FACT OR LIABILITY BY ANY PARTY, OR SHALL BE ADMISSIBLE IN ANY PROCEEDING INVOLVING THE DEBTORS OR ANY OTHER PARTY, OR 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. THERE CAN BE NO ASSURANCE THAT SUCH STATEMENTS WILL BE REFLECTIVE OF ACTUAL OUTCOMES. 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, BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 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. ALTHOUGH THE DEBTORS BELIEVE THAT SUCH SUMMARIES ARE FAIR AND ACCURATE, 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 BELIEVE THAT CONFIRMATION AND IMPLEMENTATION OF THE PLAN IS IN THE BEST INTERESTS OF THEIR ESTATES, CREDITORS, AND EQUITY INTEREST HOLDERS. ACCORDINGLY, THE DEBTORS URGE HOLDERS OF CLAIMS TO VOTE TO ACCEPT THE PLAN. FOR FURTHER INFORMATION AND INSTRUCTIONS ON VOTING TO ACCEPT OR REJECT THE PLAN, SEE SECTION I OF THIS DISCLOSURE STATEMENT, ENTITLED PLAN VOTING INSTRUCTIONS AND PROCEDURES. 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 ii

7 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. iii

8 TABLE OF CONTENTS I. PLAN VOTING INSTRUCTIONS AND PROCEDURES A. Introduction B. Solicitation Procedures and Solicitation Package C. Voting Procedures and Voting Deadline D. Revocation; Waivers of Defects; Irregularities E. Confirmation Hearing and Deadline for Objections to Confirmation F. Executive Summary of the Plan II. OVERVIEW OF THE DEBTORS A. Corporate Structure and Business Operations Offshore Segment Oceangoing Segment B. Capital Structure Offshore Silos Tanker and Bulker Silos Newbuilds Silo Additional Non-Vessel Related Silos General Unsecured Creditors C. Events Leading to the Debtors Need to Liquidate III. THE CHAPTER 11 CASES A. First Day Motions B. Retention of Restructuring and Other Professionals C. Use of Cash Collateral D. Claims Process and Bar Date Schedules and Statements Bar Date iv

9 3. Overview of Claims Claims Objections and Resolutions (a) Secured Claims (b) Priority Tax and IRS Claims i. Thirteen of the IRS Claims Have Been Amended to $ ii. After Negotiations, the IRS Claim Against Debtor Toisa Horizon, Inc. Was Reduced to Approximately $15 Million iii. IRS Claim Against Debtor Toisa (c) Employee Claims (d) Trade Vendor Claims (e) Shipbuilder Contract Claims i. HHI s Claim Has Been Settled ii. Shanghai Zhenhua s Claim Has Been Settled iii. The Qingdao Shipbuilders Claims Are in Arbitration3131 iv. China Shipping s Claims Will Be Resolved Through the Newbuild Sale Transaction (f) Personal Injury Claims and Claims that May Otherwise be Subject to Insurance (g) Sealion Claims (h) Intercompany Claims E. Appointment of Unsecured Creditors Committee F Plan Negotiations with Prepetition Lenders Leads to Mediation G. The Mediation Results in The Term Sheet and Implementation of Corporate Governance Changes H. The Debtors Sell or Assign Substantially All of Their Assets v

10 1. The Sale of All of the Oceangoing Vessels The Sale of the G-IV The Debtors Commenced a Formal Sale Process to Sell Their Equity Interests in the Non-Debtor Sealion Subsidiaries, But Determined that Such a Sale Likely Will Not Result in a Value Maximizing Transaction for The Estates or Creditors The Sale of the Offshore Vessels Sale and Assignment of the Newbuild Contracts I. Allocation of the Vessel Sale Proceeds IV. SUMMARY OF THE PLAN OF LIQUIDATION A. Overview of Chapter B. Plan Supplement C. Classification of Claims and Interests Treatment of Unclassified Claims (a) Administrative Claims (b) Professional Fee Claims (c) Priority Tax Claims (d) Secured Lenders Superpriority Claims (e) [Payment of Informal Committee Professionals] Classification and Treatment of Claims and Interests Treatment of Classified Claims and Interests (a) Class 1 Other Priority Claims i. Claims in Class ii. Treatment iii. Voting (b) Classes 2-7 Existing SPV Secured Tanker Claims i. Claims in Class vi

11 ii. Treatment iii. Voting (c) Classes 8-10 Existing SPV Oversecured Claims i. Claims in Class ii. Treatment iii. Voting (d) Class 11 Secured Lenders SPV Deficiency Claims i. Claims in Class ii. Treatment iii. Voting (e) Class 12 Existing DVB Guarantee Claim i. Claims in Class ii. Treatment iii. Voting (f) Class 13 Existing Danish Ship Offshore Guarantee Secured Claims i. Claims in Class ii. Treatment iii. Voting (g) Classes Toisa Credit Facility Claims i. Claims in Class ii. Treatment iii. Voting (h) Class 25 Newbuild Tanker Credit Facility Secured Claims i. Claims in Class ii. Treatment vii

12 iii. Voting (i) Class 26 G550 Airplane Credit Facility Claims i. Claims in Class ii. Treatment iii. Voting (j) Class 27 Secured Lenders Toisa GUCs i. Claims in Class ii. Treatment iii. Voting (k) Class 28 T&T General Unsecured Claims i. Claims in Class ii. Treatment iii. Voting (l) Class 29 Class 29 General Unsecured Claims i. Claims in Class ii. Treatment iii. Voting (m) Class 30 Personal Injury Claims i. Claims in Class ii. Treatment iii. Voting (n) Class 31 Intercompany Claims i. Claims in Class ii. Treatment iii. Voting (o) [Class 32 Interests in Toisa viii

13 i. Interests in Class ii. Treatment iii. Voting] (p) Class 33 Intercompany Interests in Other Debtors i. Interests in Class ii. Treatment iii. Voting D. Alternative Treatment E. Special Provision Regarding Unimpaired Claims F. Acceptance or Rejection of the Plan Acceptance by Class Entitled to Vote Presumed Acceptance of the Plan Presumed Rejection of the Plan Elimination of Classes Cramdown G. Means for Implementation of the Plan Joint Chapter 11 Plan The Plan Administrator Merger of the Debtors into Post-Effective Toisa and the Closing of the Other Debtor Affliates Corporate Action Withholding and Reporting Requirements Exemption from Certain Transfer Taxes Preservation of Retained Actions Provisions of Cash Collateral Orders Binding Sources of Cash for Toisa Distributions and Operations ix

14 10. New Board of Post-Effective Toisa Effectuating Documents; Further Transactions Further Authorization Cancellation of Existing Securities and Agreements Closing of the Chapter 11 Cases H. Provisions Governing Distributions Distribution Record Date Allowed Claims Distributions for Claims Allowed as of the Effective Date Interest and Penalties on Claims Delivery of Distributions Manner of Payment Under Plan General Unsecured Claims Distribution Reserve Minimum Cash Distributions Setoffs Payment of Disputed Claims I. Procedures for Disputed Claims Allowance of Claims Objections to Claims Estimation of Claims Establishment of Reserve Account No Distributions Pending Allowance Resolution of Claims Disallowed Claims J. Treatment of Executory Contracts and Unexpired Leases Rejection of Executory Contracts and Unexpired Leases x

15 2. D&O Liability Insurance Policies [Insurance Policies] Cure of Defaults Under Assumed Contracts Reservation of Rights K. Conditions Precedent to the Confirmation Date L. Conditions Precedent to the Effective Date M. Waiver of Conditions Precedent N. Effect of Failure of Conditions to Effective Date O. Effect of Confirmation Binding Effect Revesting of Assets Compromise and Settlement of Claims, Interests, and Controversies Releases and Related Matters (a) Releases by the Debtors (b) (c) Third-Party Releases by Holders of Claims or Equity Interests [Third-Party Releases by the Management Companies] (d) Release of Shareholder Injunction Exculpation and Limitation of Liability Term of Bankruptcy Injunction or Stays Post-Effective Date Retention of Professionals P. Retention of Jurisdiction Q. Miscellaneous Provisions Payment of Statutory Fees xi

16 2. Amendment or Modification of the Plan Substantial Consummation Severability of Plan Provisions Successors and Assigns Revocation, Withdrawal, or Non-Consummation Dissolution of Creditors Committee Governing Law Time Immediate Binding Effect Entire Agreement Notice Exhibits Filing of Additional Documents V. RISK FACTORS TO BE CONSIDERED A. Failure to Confirm the Plan B. Uncertainty of Extraterritorial Recognition of Plan Confirmation C. Potential Adverse Effects of Chapter D. No Assurance of Ultimate Recoveries E. Classification and Treatment of Claims and Interests F. Risk of Non-Confirmation of the Plan G. Non-Consensual Confirmation H. Risk Related to the Transactions Proposed in the Plan I. The Debtors Have No Duty to Update J. Failure to Identify Litigation Claims or Projected Objections K. No Waiver of Right to Object or Right to Recover Transfers and Assets xii

17 L. Information Was Provided by the Debtors and Was Relied Upon by the Debtors Advisors M. Business and Operational Risks Reliance on Management Companies Volatility of Shipping Market N. Legal Risk O. No Representation Outside This Disclosure Statement Are Authorized P. No Legal or Tax Advice is Provided to You by This Disclosure Statement Q. No Admission Made VI. CERTAIN INCOME TAX CONSEQUENCES OF THE PLAN A. Certain U.S. Federal Income Tax Consequences to the Debtors Cancellation of Debt Taxable Income Resulting from Sales of Debtors Assets Under the Plan B. Certain U.S. Federal Income Tax Consequences to U.S. Holders Treatment as a Taxable Exchange Accrued Interest Market Discount Limitation on Use of Capital Losses C. Certain U.S. Federal Income Tax Consequences to Non-U.S. Holders D. Information Reporting and Backup Withholding E. Importance of Obtaining Professional Tax Assistance VII. CONFIRMATION OF THE PLAN A. Confirmation Hearing B. Objections xiii

18 C. Requirements for Confirmation of the Plan Requirements of Section 1129(a) of the Bankruptcy Code (a) General Requirements (b) Best Interests Test and Liquidation Analysis (c) Feasibility Analysis Requirements of Section 1129(b) of the Bankruptcy Code (a) No Unfair Discrimination (b) Fair and Equitable Test (c) Application to the Plan Alternative Plans Nonconsensual Confirmation CONCLUSION AND RECOMMENDATION xiv

19 APPENDICES APPENDIX A APPENDIX B FirstSecond Amended Joint Plan of Liquidation for Toisa Limited and Certain of its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code List of Debtors and Corporate Organization Chart xv

20 I. PLAN VOTING INSTRUCTIONS AND PROCEDURES A. Introduction On January 29, 2017 (the Petition Date ), the Debtors commenced in 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 administered under the caption In re Toisa Limited, et al., Case No (SCC). On, 2019, the Bankruptcy Court approved this Disclosure Statement as containing adequate information of a kind and in sufficient detail to enable a hypothetical Holder of an Allowed Claim to make an informed judgment whether to accept or reject the Plan (the Disclosure Statement Approval Order ). APPROVAL OF THIS DISCLOSURE STATEMENT DOES NOT, HOWEVER, CONSTITUTE A DETERMINATION BY THE BANKRUPTCY COURT AS TO THE FAIRNESS OR MERITS OF 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 (i) the Debtors businesses and certain historical events, (ii) the Chapter 11 Cases, (iii) the Plan, (iv) the rights of Holders of Claims and Interests under the Plan, and (v) 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. 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 only classes that are entitled to vote on the Plan are: Classes 2, 3, 4, 5, 6, 7, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 28, 29, and 30. 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 distributiondistribution under the Plan, in which case the Holders of Claims and Interests in such classes are deemed to have rejected the Plan. ALL HOLDERS OF IMPAIRED CLAIMS AND INTERESTS 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, THE PLAN, AND BALLOTS ARE THE ONLY DOCUMENTS TO BE USED IN CONNECTION WITH THE SOLICITATION OF VOTES ON THE PLAN. NO PERSON HAS BEEN AUTHORIZED TO DISTRIBUTE ANY INFORMATION CONCERNING THE DEBTORS RELATING TO THE SOLICITATION OTHER THAN THE INFORMATION CONTAINED HEREIN. This Disclosure Statement is also available to all Holders of Claims against and Interests in the Debtors for informational purposes, including to detail the impact the Plan will have on such Holders Claims and Interests.

21 B. Solicitation Procedures and Solicitation Package The Debtors are causing Solicitation Packages to be distributed to Holders of Claims and Interests. With respect to Holders of Claims and Interests entitled to vote on the Plan, each Solicitation Package shall include: (1) the Disclosure Statement Approval 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, and (4) an appropriate form of ballot(s) and appropriate return envelope with postage pre-paid. With respect to Holders of Claims and Interests not entitled to vote on the Plan, each Solicitation Package shall include (1) the Confirmation Hearing Notice, (2) a notice of such holder s non-voting status, and (3) such other materials as may be ordered or permitted by the Bankruptcy Court. The Disclosure Statement Approval Order sets forth, among other things (1) solicitation procedures with respect to Holders of Claims and Interests in voting classes, (2) the deadline for submitting ballots to accept or reject the Plan, (3) the date, time and place of hearing to consider confirmation of the Plan and the time for filing objections to the Plan, (4) the voting record date, and (5) 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 Approval Order and, if applicable, the instructions attached to the ballot received in the Solicitation Package in connection with this section of this Disclosure Statement. C. Voting Procedures and Voting Deadline 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. Please complete, sign, and return your ballot to Kurtzman Carlson Consultants, LLC (the Voting Agent ) either (1) online via the E-Balloting portal at or (2) by U.S. mail, hand delivery during customary business hours, or overnight courier, to the address set forth below, so that it is received by the voting deadline set forth below: Toisa Limited, et al., Ballot Processing c/o Kurtzman Carson Consultants LLC 2335 Alaska Avenue El Segundo, California THE VOTING DEADLINE IS 5:00 P.M. PREVAILING EASTERN TIME ON 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 IS. 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 BE ACTUALLY RECEIVED NO LATER THAN THE VOTING DEADLINE BY THE VOTING AGENT THROUGH EITHER THE ONLINE E-BALLOTING PORTAL OR AT THE ADDRESS SET FORTH ABOVE. 2

22 If you have any questions about the procedure for voting your Claim, the packet of materials that you have received or the amount of your Claim, 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 By Phone: (888) or (310) if outside US or Canada Case website: Except as provided herein, unless the ballot is 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 ballot as invalid, and therefore decline to utilize it 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. D. Revocation; Waivers of Defects; Irregularities Unless otherwise directed by 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 in their sole discretion, which determination will be final and binding. 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. The Debtors also reserve the right to reject any and all ballots not in proper form. 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 within such time as the Debtors (or the Bankruptcy Court) determine. Neither the Debtors nor any other person will be under any duty to provide notification of defects or irregularities with respect to deliveries of ballots nor will any of them incur any liabilities for failure to provide such notification. 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. Ballots previously furnished (and as to which any irregularities have not theretofore been cured or waived) will be invalidated. E. Confirmation Hearing and Deadline for Objections to Confirmation THE BANKRUPTCY COURT HAS SCHEDULED A HEARING TO CONSIDER CONFIRMATION OF THE PLAN ON PURSUANT TO THE NOTICE OF CONFIRMATION HEARING PROVIDED TO HOLDERS OF CLAIMS AND INTERESTS OR THEIR REPRESENTATIVES. OBJECTIONS TO CONFIRMATION 3

23 MUST BE FILED WITH THE BANKRUPTCY COURT BY AT 4:00 P.M. PREVAILING EASTERN TIME AND ARE GOVERNED BY BANKRUPTCY RULES 3020(B) AND 9014 AND THE LOCAL RULES OF THE BANKRUPTCY COURT. 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. F. Executive Summary of the Plan Since the outset of these Chapter 11 Cases, the Debtors and their advisors have engaged in discussions and negotiations with prepetition lenders, including the Informal Committee (described below) as well as their principals, financial advisors, and attorneys, as applicable, and the Creditors Committee (described below) and its advisors and attorneys in an effort to reach a global resolution with respect to these Chapter 11 Cases. Since the corporate governance changes were effectuated in January 2018 (described below), the Debtors have diligently continued those efforts. As a result of the continued negotiations between and among the Debtors and the Informal Committee, the Debtors secured lenders, and the Creditors Committee (described below), a general consensus has been reached on the Plan. However, as discussed further below, the Debtors are in the process of reaching agreement with their various creditors and stakeholders on certain matters, including the amount of certain Allowed Claims and the terms of certain releases, and thus the Debtors anticipate that the Plan will be further amended prior to the Disclosure Statement Hearing. The purpose of the Plan is to allow the Debtors to liquidate all of their assets and address their liabilities in an orderly manner. The Plan provides for the distribution of substantially all of the Debtors assets, including proceeds from the completed, ongoing, and future sale or assignment of substantially all of the Debtors assets, including the Oceangoing Vessels (defined below), the Offshore Vessels (defined below), the G-IV Aircraft (defined below), and the Newbuild Contracts (defined below). The proceeds from these sales have been and will continue to be used to pay down the Debtors prepetition secured indebtedness, fund the ongoing wind-down costs of the Chapter 11 Cases, and fund distributionsdistributions under the Plan, including payment of the Secured Lenders Superpriority Claims. The Plan also provides that the Plan Administrator will continue to liquidate and wind down any remaining assets of the Debtors not sold prior to the Effective Date. The Debtors believe that the liquidation contemplated by the Plan is in the best interests of its creditors. If the Plan is not confirmed and the settlements with and releases of the Debtors various creditors and stakeholders are not approved, the Debtors believe that they will be forced to liquidate in a manner that will likely result in litigation with its various creditors. Moreover, if the Plan is not confirmed and consummated, there can be no assurance that the Chapter 11 Cases will continue rather than be converted to chapter 7 liquidations. If these cases were converted, the Debtors would incur additional costs including those of a chapter 7 trustee. Accordingly, as explained in further detail in Section V(A), if the Plan is not confirmed, it is likely that creditors would realize substantially lower recoveries on account of their Allowed Claims. 4

24 The Debtors retain the right, with the consent of the Informal Committee and the affected Secured Lender, to enter into any alternative restructuring transaction, including (i) a merger, consolidation, business combination, recapitalization, or refinancing of any of the Debtors (in one or a series of related transactions) on terms other than as set forth in the Plan, or (ii) the issuance, sale, transfer, exchange, or other disposition by any of the Debtors of any equity interests (other than common stock or equity interests issued in respect of any employee stock or unit options). II. OVERVIEW OF THE DEBTORS This Disclosure Statement contains, among other things, descriptions and summaries of provisions of the Plan. As discussed, unless otherwise defined herein, all capitalized terms contained herein have the meanings ascribed to them in the Plan. A. Corporate Structure and Business Operations Toisa is the ultimate parent of each of the other Debtors in these Chapter 11 Cases. A list of the Debtors and a corporate organization chart is attached as Appendix B hereto. At the commencement of these Chapter 11 Cases, Toisa was also an operating company that directly owned twenty-three (23) offshore vessels. Toisa s registered office is at Clarendon House, 2 Church Street, Hamilton, Bermuda. In addition to owning twenty-three (23) vessels and certain non-debtor entities, Toisa directly owns six Debtors, each of which owned a single vessel (three offshore vessels and three tankers) at the commencement of these Chapter 11 Cases. Toisa also owns the Debtor holding company, Trade & Transport, Inc. ( T&T ), which directly owns seventeen (17) Debtors, each of which owned a single vessel (ten (10) tankers and seven (7) bulkers) at the commencement of these Chapter 11 Cases. Gregory Callimanopulos (the Shareholder ) is the ultimate beneficial owner of each of the Debtors. As is common practice in the shipping industry, the Debtors had very few employees prior to the Petition Date. Rather, they relied on threefive (5) non-debtor ship managers and their management teams at their non-debtor management companies: Sealion Shipping, Ltd. ( Sealion UK ), Marine Management Services M.C. ( MMS ), and Marine Management Bulk Services Inc. ( MMBS ), Sealion Do Brasil Navegação LTDA ( Sealion Do Brasil ), and together with MMSTrade and Sealion Transport (UK) Ltd. ( T&T UK ) (collectively, the Management Companies and each a Management Company ) provide management services to the Debtors. Sealion UK provided ship management services to the offshore fleet (the Offshore Segment ), and MMS and MMBS provided ship management services to the tanker and bulker fleets, respectively (the Oceangoing Segment ). As more fully described below, these management service companies oversaw, managed, and exercised a degree of control over the operations of the Debtors vessels. Sealion UK is an accredited ISM (International Safety Management) ship management company and has provided a full range of ship management functions including operating, technical, chartering, crewing, project management, safety, 5

25 purchasing and logistics, and accounting services to the offshore fleet. Additionally, Brokerage & Management Corporation ( BMC ), a New York corporation, was an agent of Toisa and has provided advice and support to Sealion UK and MMS managed vessels. pursuant to certain agency agreements. Typically, Sealion UK would pay all invoices for these services to third parties and then invoice Toisa or, where applicable, the specific vessel operating company for reimbursement. Prior to the Petition Date, Trade and Transport (UK) Ltd. ( T&T UK ) was an agent of T&T and provided chartering and sale and purchase support for the ships in the Oceangoing Segment. Typically, expenses of the tanker and bulker vessels were paid by either MMS or MMBS on behalf of the Debtor vessel operating companies, which in turn sought reimbursement from the vessel operating companies. Additionally, Sealion Do Brasil is a non-debtor Affiliate of Toisa that manages the Debtors Brazil operations and is the owner of the vessel Sealion Amazonia. In order to effectively and profitably manage the Debtors fleet and business, the Debtors entered into management agreements with the Management Companies prior to the Petition Date (collectively, the Management Agreements and each a Management Agreement ). As described below, the Debtors have either rejected and terminated certain of the Management Agreements or will reject or terminate certain of the Management Agreements in connection with the sales of the Oceangoing Vessels and Offshore Vessels (described below). 1. Offshore Segment At the commencement of these Chapter 11 Cases, the Debtors offshore fleet consisted of four (4) construction support vessels, one (1) well test service vessel, nine (9) remotely operated vehicle ( ROV ) support vessels, and twelve (12) platform supply and anchor handling tug supply vessels ( PSV vessels and AHTS vessels, respectively). As of the Petition Date, 21 of the Debtors offshore vessels were in lay-up. After the commencement of the Chapter 11 Cases, three more offshore vessels completed their charters and were also moved to lay-up. Currently, only one of the Debtors offshore vessels and one vessel owned by a non-debtor subsidiary are on active charter. 2. Oceangoing Segment At the commencement of these Chapter 11 Cases, the Debtors oceangoing fleet of thirteen tankers consisted of five (5) Suezmax tankers, five (5) Aframax tankers, and three (3) Panamax tankers. The Debtors Suezmax tankers had a capacity of approximately 160,000 deadweight tons ( DWT ), their Panamax tankers had a capacity of 73,584 DWT, and their Aframax Tankers had a capacity of approximately 112,000 DWT. The Debtors seven (7) bulkers were all Kamsarmax bulkers capable of carrying approximately 81,000 tons of dry cargo in seven holds/hatches. 6

26 B. Capital Structure The Debtors capital structure is organized into seventeen (17) separate groups or silos that reflect obligations to separate lenders under separate loan facilities secured by various built vessels, as well as two (2) separate silos related to the financing of six (6) tankers under construction and a Gulfstream Aerospace GV-SP G550 airplane. Each of these silos and the related secured debt facilities are described below. 1. Offshore Silos (a) Silo 1 BNDES Silo BNDES Credit Facility. Non-Debtor Sealion Do Brazil Navegação LTDA ( Sealion Do Brazil )Brasil is a borrower under that certain loan agreement, dated as of May 28, 2003, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the BNDES Credit Facility ), utilized to finance the vessel Sealion Amazonia. The BNDES Credit Facility has a term of twenty (20) years with a rate of five percent (5%). As of the Petition Date, the unpaid principal balance of the BNDES Credit Facility was approximately $8,407,000. Sealion Do Brazil sbrasil s obligations under the BNDES Credit Facility are secured by a lien on the vessel Sealion Amazonia, including the assignment of charters and insurances. The lender under the BNDES Credit Facility is Banco Nacional de Desenvolvimento Economico e Social ( BNDES ). Toisa is a party to a guarantee, dated as of May 28, 2003, pursuant to which it undertook to guarantee the non-debtor s obligations in connection with the BNDES Credit Facility. (b) Silo 2 BNP Silo BNP Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of March 11, 2008, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the BNP Credit Facility ), utilized to finance the vessels named Toisa Pegasus and Toisa Paladin (the BNP Credit Facility Vessels ). The BNP Credit Facility has a term of twelve (12) years from the drawdown date and has a rate of Libor %. As of the Petition Date, the unpaid principal balance of the BNP Credit Facility was approximately $78,869,046. Toisa s obligations under the BNP Credit Facility are secured by first priority liens on, and security interests in, the BNP Credit Facility Vessels and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Informal Committee Cash Collateral Order. The lenders under the BNP Credit Facility are BNP Paribas ( BNP ), Unicredit Bank AG ( Unicredit ), and Commerzbank AG ( Commerzbank ), who are the successors to the original lenders. BNP is the swap bank, agent, and security trustee. 7

27 (c) Silo 3 Commonwealth Bank of Australia Silo Commonwealth Bank of Australia Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of February 21, 2014, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the Commonwealth Bank of Australia Credit Facility ), utilized to finance the vessel named Toisa Solitaire. The vessel named Toisa Warrior (together with Toisa Solitaire, the Commonwealth Bank of Australia Credit Facility Vessels ) was added as additional collateral at a later date via an intercreditor agreement with ING and the Commonwealth Bank of Australia. The Commonwealth Bank of Australia Credit Facility has term of seven (7) years and rate of Libor %. As of the Petition Date, the unpaid principal balance of the Commonwealth Bank of Australia Credit Facility was approximately $22,750,000. Toisa s obligations under the Commonwealth Bank of Australia Credit Facility are secured by first priority liens on, and security interests in, the Commonwealth Bank of Australia Credit Facility Vessels and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Informal Committee Cash Collateral Order. The Commonwealth Bank of Australia is the agent, security trustee, and lender under the Commonwealth Bank of Australia Credit Facility. (d) Silo 4 Citi Offshore Silo Citi Offshore Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of December 30, 2009, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the Citi Offshore Credit Facility ), utilized to finance the vessels named Toisa Envoy, Toisa Explorer, Toisa Elan, and Toisa Wave (the Citi Offshore Credit Facility Vessels ). The Citi Offshore Credit Facility has a term of ten (10) years with a rate of Libor + 3%. As of the Petition Date, the unpaid principal balance on the Citi Offshore Credit Facility was approximately $99,492,857. Toisa s obligations under the Citi Offshore Credit Facility are secured by first priority liens on, and security interests in, the Citi Offshore Credit Facility Vessels and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Citi Cash Collateral Order. The lenders under the Citi Offshore Credit Facility are Citibank N.A. ( Citi ), the Export-Import Bank of China ( Cexim ) and ING Bank N.V. ( ING ), who joined the Citi Offshore Credit Facility after it signed a transfer certificate taking half of Citi s previous 30% share of the facility. Citibank Europe PLC is agent and Citi is security trustee. (e) Silo 5 Citizens Silo Citizens I Credit Facility. Edgewater Offshore Shipping, LTD. ( Edgewater ) is a borrower under that certain loan agreement, dated as of July 28, 2010, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in 8

28 connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the Citizens I Credit Facility ), utilized to finance the vessel named Toisa Independent (the Citizens I Credit Facility Vessel ). The Citizens I Credit Facility has a term of seven (7) years and rate of Libor + 2.5%. As of the Petition Date, the unpaid principal balance on the Citizens I Credit Facility was approximately $12,260,416. Edgewater s obligations under the Citizens I Credit Facility are secured by first priority liens on, and security interests in, the Citizens I Credit Facility Vessel and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Informal Committee Cash Collateral Order. The lender under the Citizens I Credit Facility is Citizens Bank NA ( Citizens ). Toisa is a party to a guarantee, dated as of July 28, 2010, pursuant to which it undertook to guarantee Edgewater s obligations in connection with the Citizens I Credit Facility. Related to the Citizens I Credit Facility, on January 13, 2017, Edgewater extended a loan in the principal amount of $12,260,416 to Toisa (the Edgewater Loan ). The Edgewater Loan had a term of one (1) month (renewable on a month-to-month basis), and Toisa agreed to place the principal in an interest bearing account with the sum becoming due upon maturity. Citizens II Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of July 28, 2010, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the Citizens II Credit Facility ), utilized to finance the vessel named Toisa Coral (the Citizens II Credit Facility Vessel ). The Citizens Credit II Facility has a term of seven (7) years and rate of Libor + 2.5%. As of the Petition Date, the unpaid principal balance on the Citizens II Credit Facility was approximately $6,535,258. Toisa s obligations under the Citizens II Credit Facility are secured by first priority liens on, and security interests in, the Citizens II Credit Facility Vessel and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Informal Committee Cash Collateral Order. The lender under the Citizens II Credit Facility is Citizens. (f) Silo 6 Credit Agricole Offshore Silo Credit Agricole Offshore Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of September 21, 2007, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the Credit Agricole Offshore Credit Facility ), utilized to re-finance existing debt secured by the vessels named Toisa Valiant, Toisa Vigilant, and Toisa Voyager (the Credit Agricole Offshore Credit Facility Vessels ). The Credit Agricole Offshore Credit Facility has a term of twelve (12) years from the drawdown date and a rate of Libor %. As of the Petition Date, the unpaid principal balance on the Credit Agricole Offshore Credit Facility was not less than $47,400,000. Toisa s obligations under the Credit Agricole Offshore Credit Facility Documents are secured by first priority liens on, and security interests in, the Credit Agricole Offshore Credit Facility Vessels and the related earnings, insurance, requisition compensation, charters, and 9

29 charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Credit Agricole Cash Collateral Order. The lender under the Credit Agricole Offshore Credit Facility is Credit Agricole Corporate and Investment Bank ( Credit Agricole ), previously known as Calyon. (g) Silo 7 DNB Offshore Silo DNB Offshore Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of December 16, 2014, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the DNB Offshore Credit Facility ), utilized to finance the vessels named Toisa Proteus, Toisa Intrepid, and Toisa Conqueror (the DNB Offshore Credit Facility Vessels ). The DNB Offshore Credit Facility has a term of five (5) years and a rate of Libor %. As of the Petition Date, the unpaid principal balance on the DNB Offshore Credit Facility was approximately $58,411,354. Toisa s obligations under the DNB Offshore Credit Facility are secured by first priority liens on, and security interests in, the DNB Offshore Credit Facility Vessels and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Informal Committee Cash Collateral Order. The lenders under the DNB Offshore Credit Facility are DNB Bank ASA ( DNB ) and UniCredit Bank AG ( UniCredit ). DNB is the agent and security trustee. (h) Silo 8 DVB Silo DVB Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of December 19, 2014, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security documents, instruments, and mortgages executed or delivered in connection thereto, in each case as amended, restated, supplemented, or modified prior to the date hereof (the DVB Credit Facility ), utilized to finance the vessels named Toisa Pisces and Toisa Perseus (the DVB Credit Facility Vessels ). The DVB Credit Facility has a term of five (5) years and a rate of Libor %. As of the Petition Date, the unpaid principal balance on the DVB Credit Facility is approximately $73,978,000. Toisa s obligations under the DVB Credit Facility are secured by first priority liens on, and security interests in, the DVB Credit Facility Vessels and the related earnings, insurance, requisition compensation, charters, and charter guarantees related thereto to the extent set forth in the previously agreed upon and entered Informal Committee Cash Collateral Order. The lender under the DVB Credit Facility is DVB Bank of America N.V. ( DVB ). DVB is the agent and security trustee. Toisa Horizon Inc. is party to a guarantee, dated December 19, 2014, pursuant to which it undertook to guarantee Toisa s obligations in connection with the DVB Credit Facility. (i) Silo 9 ING Offshore Silo ING Offshore Credit Facility. Toisa is a borrower under that certain loan agreement, dated as of February 21, 2014, and all related amendments, supplements, ancillary agreements, notes, pledges, collateral agreements, loan and security 10