scc Doc 91 Filed 03/29/17 Entered 03/29/17 14:56:57 Main Document Pg 1 of 48

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1 Pg 1 of 48 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re TOISA LIMITED, et al., Debtors X X : : : : : : : : Chapter 11 Case No (SCC) Jointly Administered FINAL ORDER PURSUANT TO DEBTORS MOTION FOR ENTRY OF INTERIM AND FINAL ORDERS, UPON CONSENT OF THE DEBTORS AND CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK, (I) AUTHORIZING THE DEBTORS LIMITED USE OF CREDIT AGRICOLE S CASH COLLATERAL, (II) GRANTING ADEQUATE PROTECTION TO CREDIT AGRICOLE, (III) MODIFYING THE AUTOMATIC STAY, (IV) SCHEDULING A FINAL HEARING AND (V) GRANTING RELATED RELIEF ( Crédit Agricole Cash Collateral Order ) Upon consideration of the motion (the Motion ) 2 of the above-captioned debtors and debtors in possession (the Debtors ) for entry of (i) an interim order (the Interim Order ): (a) authorizing the Offshore Vessel Borrower and the Tanker Borrower (each as defined below), pursuant to Sections 105(a), 361, 362, 363, 507 and 552 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001(b), 6003, 6004 and 9014 and Rule of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules ), to use Offshore Vessel Cash Collateral and Tanker Cash Collateral (each as defined below), as applicable, in accordance with the terms 1 2 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. Capitalized terms used but not defined in this Final Order shall have the meaning ascribed to them in the Motion.

2 Pg 2 of 48 of the Interim Order; (b) providing adequate protection to Crédit Agricole Corporate and Investment Bank ( Credit Agricole ) with respect to any diminution in the value of its interests in (i) the Offshore Vessel Prepetition Collateral pledged by the Offshore Vessel Borrower to secure the Offshore Vessel Prepetition Obligations (each as defined below) and (ii) the Tanker Prepetition Collateral pledged by the Tanker Borrower to secure the Tanker Prepetition Obligations (each as defined below); (c) modifying the automatic stay imposed by Section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of the Interim Order and (d) scheduling a final hearing on the Motion (the Final Hearing ); and (ii) a final order (the Final Order ) (a) authorizing the Offshore Vessel Borrower and the Tanker Borrower to use the Offshore Vessel Cash Collateral and the Tanker Cash Collateral, as applicable; (b) granting Credit Agricole adequate protection with respect to any diminution in the value of its interests in the Offshore Vessel Prepetition Collateral and the Tanker Prepetition Collateral; and (c) modifying the automatic stay imposed by Section 362 of the Bankruptcy Code to the extent necessary to implement and effectuate the terms and provisions of this Final Order, all as more fully set forth in the Motion; and upon consideration of the Motion and First Day Declaration; and due and proper notice of the Motion having been given, as set forth in the Motion; and the Court having reviewed the Motion, the materials submitted in support of the Motion, the arguments of counsel and upon the record made at the interim hearing held on March 17, 2017 (the Interim Hearing ) and in the Debtors chapter 11 cases; and following completion of the Interim Hearing; and no objections to the Motion or the entry of this Final Order having been filed; 2

3 Pg 3 of 48 THE COURT HEREBY FINDS: A. Petition Date. On January 29, 2017 (the Petition Date ), each of the Debtors filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code ) commencing chapter 11 cases (the Chapter 11 Cases ) in the United States Bankruptcy Court for the Southern District of New York (this Court ). The Debtors have continued in the management and operation of their business and properties as debtors in possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No Official Committee of Unsecured Creditors (the Committee ) has been appointed by the Office of the United States Trustee for the Southern District of New York (the U.S. Trustee ) in these Chapter 11 Cases. B. Jurisdiction; Core Proceeding. This Court has jurisdiction over this matter and the Motion pursuant to 28 U.S.C. 157(b) and Consideration of the Motion constitutes a core proceeding as defined in 28 U.S.C. 157(b)(2). Venue is proper before this Court pursuant to 28 U.S.C and C. Stipulations of the Debtors. Without prejudice to the rights, if any, of any other party (but subject to the limitations thereon described in paragraph 10 below), the Debtors acknowledge, admit, stipulate and agree (collectively, the Stipulations ) that: (A) The Credit Agricole Offshore Vessels 1. Toisa Limited (the Offshore Vessel Borrower ) is a borrower under the Loan Agreement, dated September 21, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the Offshore Vessel Facility, and together with all other loan and security documents executed or delivered in connection with the Offshore Vessel Facility, the Offshore Vessel Facility Documents ), in the original principal amount of $96,000,000, with Credit Agricole (previously known as Calyon) as lender. 3

4 Pg 4 of As of the Petition Date, not less than $47,400,000 in principal amount was outstanding under the Offshore Vessel Facility (the Offshore Vessel Prepetition Obligations ). For purposes of this Final Order, the Offshore Vessel Prepetition Obligations shall include the principal of, and all interest, fees, expenses, and other charges owing as of the Petition Date under the Offshore Vessel Facility Documents. Borrowings under the Offshore Vessel Facility are secured by three platform supply vessels, the TOISA VALIANT, the TOISA VIGILANT and the TOISA VOYAGER (each a Credit Agricole Offshore Vessel, and collectively the Credit Agricole Offshore Vessels ). Each of the Credit Agricole Offshore Vessels is owned by the Offshore Vessel Borrower. 3. Prior to the Petition Date, the Offshore Vessel Borrower granted to Credit Agricole, as lender, security interests in and liens on (the Offshore Vessel Prepetition Liens ) (a) each of the Credit Agricole Offshore Vessels, (b) the Earnings (as defined in the Offshore Vessel Facility Documents and including, but not limited to, charter income) arising out of the use of each of the Credit Agricole Offshore Vessels (the Offshore Vessel Earnings ), (c) the Charters and Charter Guarantees relating to each of the Credit Agricole Offshore Vessels (as defined in the Offshore Vessel Facility Documents) (the Offshore Vessel Charters ), (d) the Insurances (as defined in the Offshore Vessel Facility Documents) and requisition compensation relating to each of the Credit Agricole Offshore Vessels and (e) deposit accounts into which, among other things, the Offshore Vessel Earnings are to be deposited and retention accounts into which amounts designated for the payment of principal and interest under the Offshore Vessel Facility Documents are to be deposited (together, the Offshore Vessel Accounts, and collectively with (i) the collateral described herein and in the Offshore Vessel Facility Documents, including the documents enumerated in Exhibit 1 attached hereto, and (ii) the 4

5 Pg 5 of 48 Offshore Vessel Cash Collateral (as defined below), the Offshore Vessel Prepetition Collateral ). 4. Validity of Offshore Vessel Prepetition Obligations. (a) The Offshore Vessel Prepetition Obligations constitute legal, valid, binding, enforceable and non-avoidable obligations of the Offshore Vessel Borrower under the Offshore Vessel Facility Documents and are allowed claims of Credit Agricole against the Offshore Vessel Borrower; and (b) no offsets, recoupments, challenges, objections, defenses, claims or counterclaims of any kind or nature to any of the Offshore Vessel Prepetition Obligations exist, and no portion of the Offshore Vessel Prepetition Obligations is subject to any challenge or defense of any kind or nature including, without limitation, avoidance, disallowance, disgorgement, recharacterization or subordination (whether equitable or otherwise pursuant to the Bankruptcy Code or applicable non-bankruptcy law). 5. Validity of Offshore Vessel Prepetition Liens. The Offshore Vessel Prepetition Liens constitute legal, valid, binding, properly perfected and enforceable first priority liens on and security interests in the Offshore Vessel Prepetition Collateral (including the Offshore Vessel Cash Collateral (as defined below) but excluding the Offshore Vessel Charters) that are not subject to avoidance or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law. 6. Cash Collateral. All proceeds in the Offshore Vessel Accounts, all prepetition Offshore Vessel Earnings and all postpetition Offshore Vessel Earnings (for which the Debtors shall be required to provide the Accounting (as defined below) by no later than April 3, 2017 in accordance with paragraph 11 hereof) and all Insurances and requisition compensation in relation to each of the Credit Agricole Offshore Vessels shall constitute cash collateral within 5

6 Pg 6 of 48 the meaning of Section 363(a) of the Bankruptcy Code (collectively, the Offshore Vessel Cash Collateral ); provided, however, Credit Agricole s and the Debtors rights are reserved as to the characterization of the funds, and any interests therein, held at the Debtors non-debtor affiliate, Sealion Shipping, Ltd. ( Sealion ), as of the Petition Date. (B) The Credit Agricole Tanker 1. Trade Industrial Development Corporation (the Tanker Borrower ) is a borrower under the Loan Agreement, dated November 7, 2008 (as amended, restated, supplemented or otherwise modified from time to time, the Tanker Facility, and together with all other loan, guarantee, assignment and security documents executed or delivered in connection with the Tanker Facility, the Tanker Facility Documents ), in the original principal amount of $60,000,000, with Credit Agricole (as assignee of Emporiki Bank of Greece S.A.) as lender. Trade and Transport Inc. ( T&T, together with the Offshore Vessel Borrower and the Tanker Borrower, the CA Debtors ) is a guarantor of the Tanker Borrower s obligations under the Tanker Facility. 2. As of the Petition Date, not less than $25,976,000 in principal amount was outstanding under the Tanker Facility (the Tanker Prepetition Obligations ). For purposes of this Final Order, the Tanker Prepetition Obligations shall include the principal of, and all interest, fees, expenses, and other charges owing as of the Petition Date under the Tanker Facility Documents. Borrowings under the Tanker Facility are secured by the product crude oil tanker vessel named UNITED GRACE (the Credit Agricole Tanker ; together with the Credit Agricole Offshore Vessels, the Vessels ). The Credit Agricole Tanker is owned by the Tanker Borrower. 6

7 Pg 7 of Prior to the Petition Date, the Tanker Borrower granted to Credit Agricole, as lender, security interests in and liens on (the Tanker Prepetition Liens ) (a) the Credit Agricole Tanker, (b) the Earnings (as defined in the Tanker Facility Documents and including, but not limited to, the charter income) arising out of the use of the Credit Agricole Tanker (the Tanker Earnings ), (c) the Insurances (as defined in the Tanker Facility Documents) and requisition compensation relating to the Credit Agricole Tanker, and (d) deposit accounts into which, among other things, the Tanker Earnings are to be deposited and retention accounts into which amounts designated for the payment of principal and interest under the Tanker Facility Documents are to be deposited (together, the Tanker Accounts, and collectively with (i) the collateral described herein and in the Tanker Facility Documents, including the documents enumerated in Exhibit 2 attached hereto, and (ii) the Tanker Cash Collateral (defined below), the Tanker Prepetition Collateral ). 4. Validity of Tanker Prepetition Obligations. (a) The Tanker Prepetition Obligations constitute legal, valid, binding, enforceable and non-avoidable obligations of the Tanker Borrower and T&T under the Tanker Facility Documents and are allowed claims of Credit Agricole against each of the Tanker Borrower and T&T; and (b) no offsets, recoupments, challenges, objections, defenses, claims or counterclaims of any kind or nature to any of the Tanker Prepetition Obligations exist, and no portion of the Tanker Prepetition Obligations is subject to any challenge or defense of any kind or nature including, without limitation, avoidance, disallowance, disgorgement, recharacterization or subordination (whether equitable or otherwise pursuant to the Bankruptcy Code or applicable non-bankruptcy law). 5. Validity of Tanker Prepetition Liens. The Tanker Prepetition Liens constitute legal, valid, binding, properly perfected and enforceable first priority liens on and 7

8 Pg 8 of 48 security interests in the Tanker Prepetition Collateral (including in the Tanker Cash Collateral (as defined below)) that are not subject to avoidance or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy law. 6. Cash Collateral. All proceeds in the Tanker Accounts, all prepetition Tanker Earnings and all postpetition Tanker Earnings (for which the Debtors shall be required to provide the Accounting by no later than April 3, 2017 in accordance with paragraph 11 hereof) and all Insurances and requisition compensation in relation to the Credit Agricole Tanker shall constitute cash collateral within the meaning of Section 363(a) of the Bankruptcy Code (collectively, the Tanker Cash Collateral ); provided, however, Credit Agricole s and the Debtors rights are reserved as to the characterization of the funds, and any interests therein, held at the Debtors non-debtor affiliate, Marine Management Services M.C. ( MMS ), as of the Petition Date. D. Releases. Without prejudice to the rights, if any, of any other party (but subject to the limitations thereon described herein in paragraph 10), each of the Debtors and the Debtors estates, on its own behalf and on behalf of its past, present and future predecessors, successors, heirs, subsidiaries, and assigns, hereby, to the maximum extent permitted by applicable law, unconditionally, irrevocably and fully, forever waives and releases Credit Agricole and its former, current, or future officers, employees, directors, agents, representatives, owners, members, partners, financial advisors, legal advisors, shareholders, managers, consultants, accounts, attorneys, affiliates, and predecessors in interest of any and all Claims (as defined in section 101(5) of the Bankruptcy Code), counterclaims, causes of action, defenses or setoff rights that exist on the date hereof relating to any of the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral, the Offshore Vessel Facility Documents or the 8

9 Pg 9 of 48 Tanker Facility Documents or the transactions contemplated under such documents, whether known, unknown, asserted, unasserted, suspected, unsuspected, accrued, unaccrued, fixed, contingent, pending or threatened, arising at law or in equity, including, without limitation, any so-called lender liability, recharacterization, subordination, avoidance or other claim arising under or pursuant to section 105 or chapter 5 of the Bankruptcy Code or under any other similar provisions of applicable state or federal law and any and all claims and causes of action regarding the validity, priority, perfection or avoidability of Credit Agricole s liens or claims. Subject to paragraph 10 hereof, the Debtors acknowledgements, stipulations, and releases shall be binding on the Debtors and their respective representatives, successors and assigns, and, on each of the Debtors estates, all creditors thereof and each of their respective representatives, successors and assigns, including, without limitation, any trustee or other representative appointed in these Chapter 11 Cases, whether any such trustee or representative is appointed under chapter 7 or chapter 11 of the Bankruptcy Code. E. Cause Shown. 1. Good cause has been shown for the entry of this Final Order. The Offshore Vessel Borrower has a need to use Offshore Vessel Cash Collateral and the Tanker Borrower has a need to use Tanker Cash Collateral, in each case to pay its ongoing operating and maintenance expenses and to allow for the continued operation of its Vessels, thereby preserving the value of each of those Vessels for the Offshore Vessel Borrower, the Tanker Borrower and T&T, as applicable. The ongoing costs to maintain and operate the Vessels include, without limitation, (i) voyage and vessel operating expenses such as fuel (bunkers), insurance, port fees, crew and repairs and capital improvements, (ii) expenses relating to any lay-up of the Vessels or 9

10 Pg 10 of 48 the re-activation of Vessels following lay-up and (iii) drydocking and related repair expenses and drydocking reserves (collectively, the Vessel Expenses ). 2. Using the Offshore Vessel Cash Collateral and the Tanker Cash Collateral to pay these Vessel Expenses is necessary and appropriate to preserve and maintain the going concern value of the Offshore Vessel Borrower, the Tanker Borrower, T&T and their respective estates. The Vessel Expenses incurred in operating the Vessels are paid in the ordinary course of business by Sealion (in the case of the Credit Agricole Offshore Vessels) on behalf of the Offshore Vessel Borrower and MMS (in the case of the Credit Agricole Tanker) on behalf of the Tanker Borrower. As Vessel-owning entities, each of the Offshore Vessel Borrower and the Tanker Borrower relies on the technical and commercial services of Sealion and MMS, as applicable, to procure goods and services, crew the vessels, and manage relationships with customers. For each of the Offshore Vessel Borrower and the Tanker Borrower, the only means of revenue generation is through the continued operation and maintenance of the Vessels, which also will result in the continued generation of new Offshore Vessel Cash Collateral and Tanker Cash Collateral. Permitting the Offshore Vessel Borrower and the Tanker Borrower to pay operating and maintenance expenses will minimize disruption to their businesses and operations, allow each of those borrowers to honor their obligations to vendors, employees and customers, and will preserve the value of the Offshore Vessel Prepetition Collateral and the Tanker Prepetition Collateral, thereby enhancing the prospects for a successful reorganization of each of those Debtors under chapter 11 of the Bankruptcy Code. F. Adequate Protection. Credit Agricole is entitled, pursuant to Sections 361, 362(d) and 363 of the Bankruptcy Code, to adequate protection for diminution in value of its interests in the Offshore Vessel Prepetition Collateral and Tanker Prepetition Collateral, as applicable, from 10

11 Pg 11 of 48 and after the Petition Date arising from (i) the use of its Offshore Vessel Cash Collateral and Tanker Cash Collateral, (ii) the imposition of the automatic stay pursuant to Section 362(a) of the Bankruptcy Code (the Automatic Stay ) and (iii) the use, sale or lease of the Offshore Vessel Prepetition Collateral and Tanker Prepetition Collateral under Section 363 of the Bankruptcy Code (collectively, the Adequate Protection Obligations ). After good faith, arm s-length negotiations, Credit Agricole has consented to the use of its Offshore Vessel Cash Collateral, Offshore Vessel Prepetition Collateral, Tanker Cash Collateral and Tanker Prepetition Collateral during the term of this Final Order solely in accordance with the terms, conditions and limitations set forth in this Final Order, including, without limitation, the adequate protection described herein. G. Good Faith. Pursuant to Bankruptcy Code Sections 105, 361 and 363, Credit Agricole and the Debtors are hereby found to have acted in good faith in connection with the negotiation and entry of the Interim Order and this Final Order, and Credit Agricole is entitled to the protection provided under Bankruptcy Code Section 363(m). H. Notice. Notice of the Final Hearing and the relief requested in the Motion has been provided by the Debtors in accordance with the Interim Order to certain parties in interest, including: (a) the U.S. Trustee; (b) the Debtors prepetition secured lenders; (c) the parties listed in the consolidated list of thirty (30) largest unsecured creditors filed by the Debtors in these Chapter 11 Cases; (d) the Internal Revenue Service; (e) the United States Department of Justice and (f) any such other party entitled to notice pursuant to Local Rule (b). Under the circumstances, such notice of the Motion, the relief requested therein and the hearing on the Motion complies with Bankruptcy Rule 4001(b) and (d) and the Local Rules and constitutes 11

12 Pg 12 of 48 appropriate, due and sufficient notice. No other or further notice of the relief granted herein is necessary or required. I. Fair and Reasonable. Based on the Motion, the materials submitted in support of the Motion, including without limitation the First Day Declaration, and the record presented at the Interim Hearing, the terms of the use of the Offshore Vessel Cash Collateral by the Offshore Vessel Borrower and the use of the Tanker Cash Collateral by the Tanker Borrower, including the adequate protection granted herein in respect of the Adequate Protection Obligations, are fair and reasonable, and reflect the Debtors prudent exercise of their business judgment consistent with their fiduciary duties. J. Entry of Final Order. The Debtors have requested entry of this Final Order pursuant to Bankruptcy Rule 4001(b)(2). The Court concludes that entry of this Final Order is in the best interest of the Debtors estates and all creditors. Based upon the foregoing findings and conclusions, and upon the record made before this Court at the Interim Hearing, and good and sufficient cause appearing therefor: IT IS HEREBY ORDERED that: 1. Disposition. The Motion is granted on a final basis to the extent set forth herein. 2. Effect. As of the date of entry of this Final Order by the Court, (a) the Offshore Vessel Borrower shall have final authorization to use Offshore Vessel Cash Collateral and the Offshore Vessel Prepetition Collateral and to provide adequate protection to Credit Agricole in respect thereof and (b) the Tanker Borrower shall have final authorization to use Tanker Cash Collateral and the Tanker Prepetition Collateral and to provide adequate protection to Credit Agricole in respect thereof, in each case solely on the terms and subject to the conditions set forth herein. 12

13 Pg 13 of Use of Cash Collateral. a. The Offshore Vessel Borrower shall not use any Offshore Vessel Cash Collateral except (i) upon the terms and conditions set forth in the Interim Order and this Final Order, (ii) upon Credit Agricole s prior written consent (which consent may be provided or withheld in Credit Agricole s sole discretion) or (iii) as otherwise approved by this Court. The Tanker Borrower shall not use any Tanker Cash Collateral except (i) upon the terms and conditions set forth in the Interim Order and this Final Order, (ii) upon Credit Agricole s prior written consent (which consent may be provided or withheld in Credit Agricole s sole discretion) or (iii) as otherwise approved by this Court. b. The Offshore Vessel Borrower is authorized to use Offshore Vessel Cash Collateral and the Tanker Borrower is authorized to use Tanker Cash Collateral, in each case subject to the terms and conditions of this Final Order during the period from the entry of this Final Order through the Termination Date (as defined below) (such period, the Budget Period ) to: (i) in the case of the Offshore Vessel Borrower, fund the relevant Vessel Expenses in relation to the Credit Agricole Offshore Vessels solely in accordance with the applicable rolling 13-week cash flow forecast of the Offshore Vessel Borrower s cash receipts and expenditures attached to the Interim Order as Exhibit 3 and for no other purpose, and (ii) in the case of the Tanker Borrower, fund the relevant Vessel Expenses in relation to the Credit Agricole Tanker solely in accordance with the applicable rolling 13-week cash flow forecast of the Tanker Borrower s cash receipts and expenditures in respect of the Credit Agricole Tanker attached to the Interim Order as Exhibit 4 and for no other purpose (as each such budget may be amended, extended, supplemented, or otherwise modified from time to time by the Offshore Vessel Borrower and the Tanker Borrower, as applicable, in each case with the prior written consent of Credit Agricole 13

14 Pg 14 of 48 (which consent may be provided or withheld in Credit Agricole s sole discretion), the Budget ). 3 In the event of any dispute regarding the substance of any Budget to be approved by Credit Agricole, the Offshore Vessel Borrower or the Tanker Borrower, as applicable, shall consult in good faith with Credit Agricole to resolve such dispute; provided that if the applicable Borrower and Credit Agricole are unable to resolve such dispute, a party may request that the Court resolve such dispute on shortened notice; provided, further, that during the pendency of any such dispute, the applicable Borrower shall comply with the applicable Budget then in effect. Notwithstanding the Budget, so long as no Termination Event has occurred, (i) the Offshore Vessel Borrower may use the Offshore Vessel Cash Collateral in accordance with this Final Order in an amount that would not cause the Offshore Vessel Borrower to use Offshore Vessel Cash Collateral for Total Disbursements in an aggregate amount greater than 105% of the Total Disbursements budgeted on a per Vessel basis during the Budget Period pursuant to the Budget then in effect and (ii) the Tanker Borrower may use the Tanker Cash Collateral in accordance with this Final Order in an amount that would not cause the Tanker Borrower to use Tanker Cash Collateral for Total Disbursements in an aggregate amount greater than 105% of the Total Disbursements budgeted during the Budget Period pursuant to the Budget then in effect (collectively, a Permitted Deviation ); provided that neither the Offshore Vessel Borrower nor the Tanker Borrower shall be permitted to use Offshore Vessel Cash Collateral or Tanker Cash Collateral, as applicable, to pay Total Management Fees in excess of the amount 3 The Budgets attached as Exhibits 3 and 4 contain a line item for Total Management Fees to be paid to Sealion or MMS, as applicable, which fees shall only be payable in respect of the initial 13-week Budget under the Interim Order. The parties are in discussions regarding an agreement with respect to management fees on account of future Budget Periods. All parties reserve all rights with respect to the payment of any management fees. 14

15 Pg 15 of 48 budgeted for Total Management Fees during the Budget Period pursuant to the applicable Budget then in effect. 4. Reporting. The Offshore Vessel Borrower shall in respect of the Credit Agricole Offshore Vessels and the Tanker Borrower shall in respect of the Credit Agricole Tanker deliver to Credit Agricole on a per Vessel and consolidated basis on or before the seventh day after the end of each calendar month (unless such day is not a business day, in which case the required delivery date shall be the next succeeding business day), (i) an updated 13-week forecast of cash receipts and expenditures in respect of such Borrower s applicable Vessels in form and line-item detail consistent with prior Budgets (each, a Proposed Budget ), which Proposed Budget, upon written approval by Credit Agricole, which approval may be provided or withheld in Credit Agricole s sole discretion, shall become the Budget effective as of the first day of the following calendar month, (ii) a report detailing Vessel Expenses incurred during such month in respect of such Borrower s applicable Vessels, (iii) a report detailing the aggregate total of Offshore Vessel Earnings and Tanker Earnings received related to each of the Credit Agricole Offshore Vessels and the Credit Agricole Tanker, as applicable, during such month and on a cumulative basis (the Proceeds ), (iv) a report reflecting any reserves and any amounts deposited in and utilized from any reserve accounts for any Vessel in layup, dry docking or similar status, (v) a line-by-line variance report of the actual Vessel Expenses against the projected Vessel Expenses for such month and of the actual Proceeds against the projected Proceeds for such month, (vi) a report on the status of, and any material developments relating to, any charters relating to the Vessels (including, without limitation, the respective charters between the Offshore Vessel Borrower and Sealion and Sealion and Petróleo Brasileiro S.A. or any affiliate thereof), and (vii) such other reports and information as Credit Agricole may reasonably request from time to time. 15

16 Pg 16 of Access a. The Debtors shall make themselves available in New York, New York, London, England or Athens, Greece during normal business hours and with reasonable advance notice to discuss the details of the reports provided in accordance with paragraph 4 of this Final Order with Credit Agricole. b. The Debtors shall provide advance notice to Credit Agricole within a reasonable time prior to the drydocking of any Vessel, the inspection of any Vessel by the relevant classification society and the placing of any Vessel in hot or cold lay-up, and shall provide Credit Agricole reasonable access to such Vessel during such drydocking, classification society inspection or lay-up at Credit Agricole s expense. Nothing in this provision modifies any of Credit Agricole s rights with respect to the Offshore Vessel Borrower s or the Tanker Borrower s obligation, as applicable, to pay for these expenses as provided for by the terms and conditions of the Offshore Vessel Facility Documents or the Tanker Facility Documents, as applicable, and Credit Agricole reserves the right to assert a claim or file a motion seeking payment of any such expense incurred by Credit Agricole and the Debtors reserve the right to object to any such claim or motion. 6. Adequate Protection. As adequate protection for, and to secure payment of an amount equal to, the Adequate Protection Obligations, Credit Agricole is granted the following: a. Adequate Protection Liens. Pursuant to Sections 361(2), 363(c)(2) and 363(e) of the Bankruptcy Code, effective as of and continuing from the Petition Date, valid, binding, continuing, enforceable and fully perfected first priority senior priming non-avoidable security interests in, and liens on (the Adequate Protection Liens ) (all property described in this paragraph 6(a) being collectively referred to as the Collateral ) (i) the Offshore Vessel 16

17 Pg 17 of 48 Prepetition Collateral (including all prepetition Offshore Vessel Earnings) and all other of the Offshore Vessel Borrower s now owned and hereafter acquired property and assets, real or personal, tangible or intangible, and all property of the Offshore Vessel Borrower s estate relating to the Credit Agricole Offshore Vessels, wherever located and by whomever held, including the Offshore Vessel Charters (including, without limitation, the respective charters between the Offshore Vessel Borrower and Sealion and Sealion and Petróleo Brasileiro S.A. or any affiliate thereof), all postpetition charters, charter revenue and Offshore Vessel Earnings, Insurances, requisition compensation, bank accounts and other security, deposit or retention accounts of the Offshore Vessel Borrower relating to the Credit Agricole Offshore Vessels, and all proceeds, products, rents, and revenues of any and all of the foregoing, whether arising from Section 552(b) of the Bankruptcy Code or otherwise, along with any property acquired postpetition that forms part of, or is an appurtenance to, the Credit Agricole Offshore Vessels; provided that, for the avoidance of doubt, nothing herein shall be deemed to create any lien on or otherwise encumber any property of the Offshore Vessel Borrower that does not relate to the Credit Agricole Offshore Vessels, and (ii) the Tanker Prepetition Collateral (including all prepetition Tanker Earnings) and all other of the Tanker Borrower s now owned or hereafter acquired property and assets, real or personal, tangible or intangible, and all property of the Tanker Borrower s estate relating to the Credit Agricole Tanker, wherever located and by whomever held, including all prepetition charters, postpetition charters, charter revenue and Tanker Earnings, Insurances, requisition compensation, bank accounts and other security, deposit or retention accounts of the Tanker Borrower relating to the Credit Agricole Tanker, and all proceeds, products, rents, and revenues of any and all of the foregoing, whether arising from Section 552(b) of the Bankruptcy Code or otherwise, along with any property acquired 17

18 Pg 18 of 48 postpetition that forms part of, or is an appurtenance to, the Credit Agricole Tanker, in each case (x) subject to the Carve-Out (as defined below) and (y) excluding causes of action (and proceeds thereof) arising under Bankruptcy Code Sections 544, 545, 546, 547, 548, 549, 550, and 553 or any similar state or federal law (collectively, the Avoidance Actions ). Each Adequate Protection Lien in respect of the Offshore Vessel Borrower shall be (i) a fully perfected first priority replacement lien on the Offshore Vessel Borrower s prepetition and postpetition property relating to the Credit Agricole Offshore Vessels to the same extent, priority and enforceability held by Credit Agricole as of the Petition Date, including first priority liens on all proceeds, products, or profits of the Offshore Vessel Prepetition Collateral, (ii) a fully perfected first priority lien on all of the Offshore Vessel Borrower s prepetition and postpetition property, whether existing as of the Petition Date or thereafter acquired, relating to the Credit Agricole Offshore Vessels that is not otherwise encumbered by a validly perfected, enforceable, nonavoidable security interest or lien and (iii) a fully perfected second priority lien on all of the Offshore Vessel Borrower s prepetition and postpetition property, whether existing as of the Petition Date or thereafter acquired, relating to the Credit Agricole Offshore Vessels, which is subject to a validly perfected lien as of the Petition Date, to the Restricted Permitted Liens (as defined below), or to a valid and unavoidable lien in existence immediately prior to the Petition Date that is perfected after the Petition Date as permitted by Bankruptcy Code Section 546(b). Each Adequate Protection Lien in respect of the Tanker Borrower shall be (i) a fully perfected first priority replacement lien on the Tanker Borrower s prepetition and postpetition property relating to the Credit Agricole Tanker to the same extent, priority and enforceability held by Credit Agricole as of the Petition Date, including first priority liens on all proceeds, products, or profits of the Tanker Prepetition Collateral, (ii) a fully perfected first priority lien on all of the 18

19 Pg 19 of 48 Tanker Borrower s prepetition and postpetition property, whether existing as of the Petition Date or thereafter acquired, relating to the Credit Agricole Tanker that is not otherwise encumbered by a validly perfected, enforceable, non-avoidable security interest or lien and (iii) a fully perfected second priority lien on all of the Tanker Borrower s prepetition and postpetition property, not constituting the Tanker Prepetition Collateral, whether existing as of the Petition Date or thereafter acquired, relating to the Credit Agricole Tanker, which is subject to a validly perfected lien as of the Petition Date, to the Restricted Permitted Liens (as defined below) or to a valid and unavoidable lien in existence immediately prior to the Petition Date that is perfected after the Petition Date as permitted by Bankruptcy Code Section 546(b). The Adequate Protection Liens in respect of the Offshore Vessel Borrower and the Tanker Borrower shall in all cases be prior and senior to all liens, encumbrances and security interests in and to such Collateral granted by operation of law or consensually by the Offshore Vessel Borrower or the Tanker Borrower, as applicable, after the Petition Date except for liens, encumbrances and security interests that meet each of the following three conditions: (x) the lien, encumbrance or security interest is incidental to the conduct of the business of the Offshore Vessel Borrower or the Tanker Borrower, as applicable; (y) the lien, encumbrance or security interest arises by operation of any applicable law; and (z) pursuant to such applicable law, the lien, encumbrance or security interest ranks prior and senior to, or pari passu with, the Adequate Protection Liens (the Restricted Permitted Liens ). The Adequate Protection Liens shall not be (i) subject to any lien that is avoided and preserved for the benefit of the Offshore Vessel Borrower s or the Tanker Borrower s estates under Bankruptcy Code Section 551 or (ii) subordinated to any other lien under Bankruptcy Code Sections 363 and

20 Pg 20 of 48 b. Adequate Protection Payments. Each of the Offshore Vessel Borrower and the Tanker Borrower are directed and authorized to pay to Credit Agricole adequate protection payments (A) within two business days of entry of the Interim Order, in an amount equal to all accrued and unpaid prepetition interest and all accrued and unpaid postpetition interest, expenses, fees and costs due and payable from the Petition Date to the date of entry of the Interim Order calculated based on the non-default contract rate of interest set forth in the Offshore Vessel Facility Documents in respect of the Offshore Vessel Borrower and the Tanker Facility Documents in respect of the Tanker Borrower and (B) thereafter, on the last business day of each month, in an amount equal to (i) all accrued and unpaid postpetition interest, expenses, fees and costs due and payable under either the Offshore Vessel Facility Documents or the Tanker Facility Documents, as applicable, calculated based on the non-default contract rate of interest set forth in the Offshore Vessel Facility Documents in respect of the Offshore Vessel Borrower and the Tanker Facility Documents in respect of the Tanker Borrower (collectively, the Adequate Protection Interest Payments ), it being understood for purposes of clauses (A) and (B) that the default rate will accrue to the fullest extent permitted under the Bankruptcy Code, with all rights to object thereto fully preserved, and (ii) all reasonable and documented unpaid post-petition fees and expenses of legal, financial, and other professionals of Credit Agricole in connection with the Offshore Vessel Facility Documents, the Tanker Facility Documents or the Debtors Chapter 11 Cases (the Expense Reimbursement, and together with the Adequate Protection Interest Payments, the Adequate Protection Payments ). None of the fees, costs and expenses payable pursuant to this paragraph 6 shall be subject to separate approval by this Court, and no recipient of any such payment shall be required to file or serve upon any party an interim or final fee application with respect thereto. The U.S. Trustee, the Debtors, and the Committee, 20

21 Pg 21 of 48 if one is appointed by the U.S. Trustee, shall have seven (7) days from the date of delivery of such invoices to review (the Invoiced Fees ); provided that the Debtors and the U.S. Trustee may preserve their right to dispute the payment of any portion of the Invoiced Fees (the Disputed Invoiced Fees ) if, within the seven day period, (i) the Debtors pay in full the Invoiced Fees, including the Disputed Invoiced Fees, and (ii) the Debtors or the U.S. Trustee file with the Court and serve upon Credit Agricole a motion or other pleading, on at least ten days prior written notice to Credit Agricole, of any hearing on such motion or other pleading, setting forth specific objections to the Disputed Invoiced Fees (b) Claims. As adequate protection for, and to secure payment of an amount equal to, the Adequate Protection Obligations, the Offshore Vessel Borrower grants an allowed superpriority administrative expense claim to Credit Agricole against the Offshore Vessel Borrower with priority over any and all other administrative expense claims against the Offshore Vessel Borrower now existing or hereafter arising in the Chapter 11 Cases, and the Tanker Borrower and T&T grant allowed superpriority administrative expense claims to Credit Agricole against the Tanker Borrower and T&T on a joint and several basis with priority over any and all other administrative expense claims against the Tanker Borrower and T&T now existing or hereafter arising in the Chapter 11 Cases (collectively, the 507(b) Claims ), subject only to the Carve-Out, which 507(b) Claims shall have recourse to and be payable from all prepetition and postpetition property of the Offshore Vessel Borrower, the Tanker Borrower and T&T, as applicable, including, without limitation, proceeds and property recovered in respect of Avoidance Actions. Credit Agricole agrees that (i) its 507(b) Claim against the Offshore Vessel Borrower shall be pari passu with other 507(b) Claims against the Offshore Vessel Borrower held by any other secured vessel lender that consents to a cash collateral order that provides that 21

22 Pg 22 of 48 Credit Agricole shall have a 507(b) Claim that is pari passu with such secured vessel lender s 507(b) Claim (which consent shall be deemed to have been provided by each secured vessel lender upon entry of its cash collateral order unless such lender s order expressly provides otherwise) and (ii) its 507(b) Claim against T&T shall be pari passu with other 507(b) Claims against T&T held by any other secured vessel lender that consents to a cash collateral order that provides that Credit Agricole shall have a 507(b) Claim that is pari passu with such secured vessel lender s 507(b) Claim (which consent shall be deemed to have been provided by each secured vessel lender upon entry of its cash collateral order unless such lender s order expressly provides otherwise). Except for the Carve-Out and as provided in the immediately preceding sentence, no cost or expense of administration under Bankruptcy Code Sections 105 or 503(b) or otherwise, including those resulting from the conversion of these Chapter 11 Cases pursuant to Bankruptcy Code Section 1112, shall be senior to, or pari passu with, Credit Agricole s 507(b) Claims. 8. Carve-Out. For purposes of this Final Order, the term Carve-Out shall mean (a) in connection with the CA Debtors Chapter 11 Cases prior to a Termination Event (as defined below) (i) all fees required to be paid to the Clerk of the Bankruptcy Court and to the U.S. Trustee under section 1930(a) of title 28 of the United States Code for the CA Debtors Chapter 11 Cases, whether paid directly by the CA Debtors or on their behalf, and (ii) all allowed unpaid professional fees and expenses of the CA Debtors that are actually incurred, and invoiced and payable under sections 330 and 331 of the Bankruptcy Code, whether paid directly by the CA Debtors or on their behalf, in an amount not to exceed the amount approved by Credit Agricole and set forth in the Budget, subject to a five percent variance in the aggregate (solely for purposes of this clause (ii)), and (b) in connection with the CA Debtors Chapter 11 Cases after a 22

23 Pg 23 of 48 Termination Event and without duplication of the amounts described in clause (a) above, (i) an aggregate amount not to exceed $50,000 comprised of allowed unpaid professional fees and expenses of the Debtors that are incurred and that are appropriately and fairly allocated to the CA Debtors Chapter 11 Cases and (ii) an amount not to exceed $25,000 comprised of the allowed professional fees and expenses incurred by a chapter 7 trustee appointed in the CA Debtors cases and that are appropriately and fairly allocated to the CA Debtors, all of the foregoing whether paid directly by the CA Debtors or on their behalf; provided, however, that the Debtors shall be permitted to pay the professional fees and expenses described in clause (b) and the amount of such fees and expenses (to the extent allowed by the Bankruptcy Court) paid under clause (b) shall not be reduced by the amount of any compensation and reimbursement of expenses incurred prior to the occurrence of a Termination Event whether paid prior to or after a Termination Event. In the event that the U.S. Trustee appoints a Committee in these Chapter 11 Cases, Credit Agricole and the Debtors will negotiate an appropriate carve-out for Committee professional fees in good faith. 9. Limitations on Cash Collateral. No proceeds of the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral, or the Collateral shall be used, without the prior written consent of Credit Agricole (which consent may be provided or withheld in Credit Agricole s sole discretion) for the purpose of objecting to, challenging or contesting in any manner, or in raising any defenses to, the amount, validity, extent, perfection, priority or enforceability of the Offshore Vessel Prepetition Obligations, the Tanker Prepetition Obligations, or any liens or security interests with respect thereto, including, without limitation, for lender liability or pursuant to Sections 105, 510, 544, 547, 548, 549, 550 or 552 of the Bankruptcy Code, applicable non-bankruptcy law or otherwise; provided that, subject to paragraph 10, the 23

24 Pg 24 of 48 Committee (if one is appointed by the U.S. Trustee) and other parties in interest may investigate the Offshore Vessel Prepetition Obligations, the Tanker Prepetition Obligations and liens and security interests with respect thereto, and commence any related proceedings and provided, further, that any fees and expenses incurred by a Committee (if one is appointed by the U.S. Trustee) in connection therewith shall be paid by the Debtors from sources other than Offshore Vessel Prepetition Collateral, Tanker Prepetition Collateral, Collateral, the funds in the CA Segregated Account (as defined below) or any proceeds of the foregoing. Under no circumstances shall any fees and expenses incurred in connection with objecting to, challenging or contesting the Offshore Vessel Prepetition Obligations, the Tanker Prepetition Obligations and liens and security interests related thereto be allocated and included in the Carve-Out unless (i) the Committee (if one is appointed by the U.S. Trustee) successfully avoids in a final, nonappealable order Credit Agricole s liens on the Offshore Vessel Prepetition Collateral, the Offshore Vessel Cash Collateral, the Tanker Prepetition Collateral or the Tanker Cash Collateral or (ii) Credit Agricole consents to such allocation. 10. Investigation Period. The Stipulations and Releases contained in paragraphs C and D of this Final Order shall be: (i) binding upon the Debtors for all purposes; and (ii) binding upon all other parties in interest, including a Committee (if one is appointed by the U.S. Trustee) or any chapter 7 or chapter 11 trustee appointed or elected for any of the Debtors, for all purposes unless (a) a party in interest (including the Committee) with requisite standing (subject in all respects to any agreement or applicable law which may limit or affect such entity s right or ability to do so) has properly filed an adversary proceeding or contested matter on or before May 30, 2017 (or such later date as has been (i) agreed to, in writing, by Credit Agricole in its sole discretion, or (ii) ordered by the Court for cause shown) challenging or otherwise objecting to 24

25 Pg 25 of 48 any of the Stipulations and Releases, including the amount, validity, enforceability, perfection or priority of the Offshore Vessel Obligations, the Tanker Obligations, the Offshore Vessel Facility Documents, the Tanker Facility Documents, the Offshore Vessel Prepetition Liens or the Tanker Prepetition Liens or otherwise asserting any claims or causes of action against Credit Agricole on behalf of the Debtors estates (the Investigation Period ), and (b) the Court rules in favor of a plaintiff or movant in any such timely and properly filed adversary proceeding or contested matter. If no such adversary proceeding or contested matter is properly filed as of such date or the Court does not rule in favor of the plaintiff in any such proceeding (which ruling on standing, if appealed, shall not stay or delay the Chapter 11 Cases or confirmation of a plan of reorganization), then (a) the Debtors Stipulations and Releases contained in paragraphs C and D of this Final Order shall be binding on all parties in interest, (b) the obligations of the CA Debtors under the Offshore Vessel Facility Documents and the Tanker Facility Documents shall constitute allowed claims for all purposes in the Chapter 11 Cases and any subsequent chapter 7 cases, (c) Credit Agricole s security interests in and liens on the Offshore Vessel Prepetition Collateral and the Tanker Prepetition Collateral shall be deemed to have been, as of the Petition Date, legal, valid, binding, and perfected first priority security interests and liens, not subject to recharacterization, subordination or otherwise avoidable, and (d) the Offshore Vessel Facility, the Tanker Facility and Credit Agricole s security interests in and liens on the Offshore Vessel Prepetition Collateral and Tanker Prepetition Collateral shall not be subject to any other or further challenge by any party in interest seeking to exercise the rights of the Debtors estates, including, without limitation, any successor thereto. If any such adversary proceeding or contested matter is properly filed as of such dates, the Debtors Stipulations and Releases contained in paragraphs C and D of this Final Order shall nonetheless remain binding and 25

26 Pg 26 of 48 preclusive (as provided in the second sentence of this paragraph) except to the extent that such Stipulations and Releases were expressly challenged in such adversary proceeding or contested matter. Nothing contained in the Interim Order or this Final Order shall be deemed to grant standing to any party to commence any such adversary proceeding or contested matter. 11. Cash Management. a. No later than April 3, 2017, the Debtors, Sealion and MMS shall provide an accounting and reconciliation (the Accounting ) to Credit Agricole in respect of (i) any prepetition receipts, transfers and disbursements (including Offshore Vessel Earnings, Tanker Earnings, any applicable Vessel Expenses and any amounts deposited into the applicable Offshore Vessel Account or Tanker Vessel Account prior to the Petition Date (the Prepetition Deposits )) in connection with the Vessels beginning with the daily balance as of the close of business on August 31, 2016 and each day through the Petition Date (the Prepetition Reconciliation Period ) and (ii) if not previously provided, any receipts, transfers and disbursements (including Offshore Vessel Earnings, Tanker Earnings and applicable Vessel Expenses) in connection with the Vessels since the Petition Date. Credit Agricole reserves the right to dispute the amount of the receipts, transfers and disbursements identified in the Accounting. b. All Offshore Vessel Cash Collateral, Tanker Cash Collateral or proceeds thereof received by the Debtors, Sealion or MMS at any time after the Petition Date (including those received prior to the entry of this Final Order) shall be transferred by the Debtors, Sealion or MMS, as applicable, into the applicable Offshore Vessel Account or Tanker Account within three business days after entry of this Final Order, to the extent not previously transferred into the applicable Offshore Vessel Account or Tanker Account in accordance with the Interim 26

27 Pg 27 of 48 Order. From and after the date of entry of this Final Order, the Offshore Vessel Borrower and Sealion shall deposit all Offshore Vessel Cash Collateral, or proceeds thereof, in whatever form, or any other Offshore Vessel Prepetition Collateral or Collateral, or proceeds thereof, received into the applicable Offshore Vessel Account within three business days after receipt thereof. From and after the date of entry of this Final Order, the Tanker Borrower and MMS shall deposit all Tanker Cash Collateral, or proceeds thereof, in whatever form, or any other Tanker Prepetition Collateral or Collateral, or proceeds thereof, received into the applicable Tanker Account within three business days after receipt thereof. c. Within three days of delivery of the Accounting to Credit Agricole, the Debtors, Sealion, and MMS, as applicable, shall deposit the Net Proceeds (after deducting the amount of Prepetition Deposits previously made into and held by Credit Agricole in the applicable Offshore Vessel Account or Tanker Account as of the Petition Date), 4 if any, into an Offshore Vessel Account or a Tanker Account, as applicable, for Credit Agricole s sole benefit (the CA Segregated Account ). The Net Proceeds shall not be used by the Debtors, Sealion or MMS, as applicable, for any purpose without Credit Agricole s prior written consent, which consent (i) may be provided or withheld in Credit Agricole s sole discretion and (ii) may be provided in connection with the Budget. 12. Modification of Automatic Stay. The Automatic Stay shall be modified to permit the Debtors and Credit Agricole to perform the transactions and take all actions contemplated or permitted by the Interim Order or this Final Order, including, without limitation, (a) to allow the 4 The term Net Proceeds shall mean, in the case of the Offshore Vessel Borrower, the Offshore Vessel Earnings attributable to the Prepetition Reconciliation Period less the Vessel Expenses relating to the Credit Agricole Offshore Vessels attributable to the Prepetition Reconciliation Period, and in the case of the Tanker Borrower, the Tanker Earnings attributable to the Prepetition Reconciliation Period less the Vessel Expenses relating to the Credit Agricole Tanker attributable to the Prepetition Reconciliation Period, in each case as set forth in the Accounting. 27

28 Pg 28 of 48 Adequate Protection Payments to be made, (b) to allow Credit Agricole to apply any prepetition interest held by it from and after the Petition Date to reduce the Offshore Vessel Prepetition Obligations and the Tanker Prepetition Obligations, as applicable, and (c) to allow Credit Agricole, upon the occurrence of a Termination Date (as defined below), to terminate the use of Offshore Vessel Cash Collateral and Tanker Cash Collateral in accordance with this Final Order. 13. Perfection of Liens. The Adequate Protection Liens granted pursuant to the Interim Order or this Final Order shall constitute valid, enforceable, and duly perfected security interests and liens, and Credit Agricole shall not be required to file or serve financing statements, notices of lien or similar instruments, which otherwise may be required under federal or state law in any jurisdiction, or take any action, including taking possession, to validate and perfect such security interests and liens, and the failure by the Offshore Vessel Borrower or the Tanker Borrower to execute any documentation relating to the Adequate Protection Liens shall in no way affect the validity, perfection, enforceability or priority of such Adequate Protection Liens. If, however, Credit Agricole, in its sole discretion, shall determine to file any such financing statements, notices of lien, or similar instruments, or to otherwise confirm perfection of such Adequate Protection Liens, the Offshore Vessel Borrower and the Tanker Borrower are directed to cooperate with and assist in such process. The Automatic Stay is lifted to allow the filing and recording of a certified copy of the Interim Order or this Final Order or any such financing statements, notices of lien, or similar instruments, and all such documents shall be deemed to have been filed or recorded on the date of the Interim Order. 14. Insurance on Vessels/Maintenance/Charters/ Sanctions. The Debtors shall provide continued maintenance of and appropriate insurance on each of the Vessels in the amounts consistent with the Debtors prepetition practices and the requirements of the Offshore 28

29 Pg 29 of 48 Vessel Facility Documents and the Tanker Facility Documents, as applicable, including, without limitation, hull and machinery and war risks insurance and insurance against protection and indemnity risks (including oil pollution risks) in respect of liability for environmental claims. The Debtors shall bear the costs of continued maintenance of mortgagee s interest marine insurance and mortgagee s additional pollution perils in the amounts consistent with Credit Agricole s practices and the requirements of the Offshore Vessel Facility Documents and the Tanker Facility Documents, as applicable. The Debtors shall maintain each of the Vessels (including all certifications, etc.) and provide all reports with respect thereto in accordance with the Offshore Vessel Facility Documents (in the case of the Credit Agricole Offshore Vessels) and the Tanker Facility Documents (in the case of the Credit Agricole Tanker). The Debtors, Sealion and MMS shall not send any notice to charter counterparties with respect to payment of charter fees and shall not extend credit to charter counterparties or delay collection of charter payments without prior notice to Credit Agricole or order of this Court after notice and a hearing. The Debtors shall consult with Credit Agricole before filing any motion to assume or reject, or entering into, any charter agreement. The Debtors shall promptly notify Credit Agricole in writing of any material communications from charter counterparties (including any communications between Sealion and Petróleo Brasileiro S.A. or any affiliate thereof relating to the employment or hire of any of the Credit Agricole Offshore Vessels). The Debtors shall comply with all applicable laws, including, without limitation, any United Nations, U.S. or European Union sanctions applicable to the Vessels and their operation. 15. No Marshaling. Credit Agricole shall not be subject to the equitable doctrine of marshaling or any other similar doctrine with respect to any of the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral or the Collateral. 29

30 Pg 30 of Section 506(c) Waiver. No costs or expenses of administration, other than as agreed to in the Budget, which have been or may be incurred in any of the CA Debtors Chapter 11 Cases or any successor cases at any time shall be charged against Credit Agricole, any of its claims, any Offshore Vessel Prepetition Obligations, any Tanker Prepetition Obligations, any Offshore Vessel Prepetition Liens, any Tanker Prepetition Liens, any Offshore Vessel Prepetition Collateral, any Tanker Prepetition Collateral, or any Collateral, pursuant to sections 506(c) or 105(a) of the Bankruptcy Code, or otherwise, without the prior written consent of Credit Agricole. Nothing contained in the Interim Order or this Final Order shall be deemed a consent by Credit Agricole to any charge, lien, assessment or claim against, or in respect of, the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral, or any Collateral under section 506(c) or 105(a) of the Bankruptcy Code or otherwise. 17. Credit Bid. Credit Agricole shall have the right to credit bid under section 363(k) of the Bankruptcy Code all of Credit Agricole s claims in connection with a sale of any of the Credit Agricole Offshore Vessels by the Offshore Vessel Borrower or a sale of the Credit Agricole Tanker by the Tanker Borrower, in each case under section 363 of the Bankruptcy Code or under a chapter 11 plan. 18. Section 552(b) of the Bankruptcy Code. Credit Agricole shall be entitled to all of the rights and benefits of section 552(b) of the Bankruptcy Code, and the equities of the case exception under section 552(b) of the Bankruptcy Code shall not apply to Credit Agricole with respect to the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral or the Collateral. 19. Termination. The Debtors authorization to use the Offshore Vessel Cash Collateral and the Tanker Cash Collateral hereunder shall automatically terminate on the date 30

31 Pg 31 of 48 (the Termination Date ) which is the earliest to occur of (A) October 3, 2017 (the Expiration Date ); provided that the Expiration Date may be extended from time to time by written agreement between Credit Agricole and the Debtors, in the exercise of their respective sole discretion, without further order of the Court), (B) the occurrence of any of the events set forth in clauses (a), (b), (d), (f), (g), (h), (i), (j), (k), (l), (m), (n), (o), (p), (q), (r), (s), (u), (v), or (w), in each case unless Credit Agricole waives the Termination Event triggered by such occurrence in its sole discretion, and (C) five (5) business days following the delivery of a written notice (any such notice, a Default Notice ) by Credit Agricole to the Debtors, the U.S. Trustee, and counsel to the Committee, if any (such five-business-day period of time, the Default Notice Period ) of the occurrence and continuance of any of the events set forth in clauses (c), (e), (t) or (x) below unless such occurrence and continuance is cured by the Debtors prior to the expiration of the Default Notice Period with respect to such clause or the Termination Event triggered by such occurrence and continuance is waived by Credit Agricole in its sole discretion; provided that, during the Default Notice Period, the Debtors shall be entitled to continue to use the Offshore Vessel Cash Collateral and the Tanker Cash Collateral in accordance with the terms of this Final Order: a. The reversal, vacatur, modification, or stay of the Interim Order or this Final Order in any manner adverse to Credit Agricole, without the prior written consent of Credit Agricole, which consent may be provided or withheld in Credit Agricole s sole discretion, or any of the Debtors shall file any pleading seeking the foregoing relief; b. The entry by the Court of an order (i) dismissing any of the CA Debtors Chapter 11 Cases, (ii) converting any CA Debtor s Chapter 11 Case to a case under Chapter 7 of the Bankruptcy Code, or (iii) appointing a Chapter 11 trustee or an examiner in any CA Debtor s 31

32 Pg 32 of 48 Chapter 11 Case where such Chapter 11 trustee or examiner is given the power to operate any CA Debtor s business, or any of the Debtors shall file any pleading seeking the foregoing relief; c. The failure of the Offshore Vessel Borrower or the Tanker Borrower to make any payments as set forth in paragraph 6 of this Final Order when due; d. The failure of the Debtors, Sealion and MMS to deliver the Accounting or deposit the Net Proceeds into the CA Segregated Account, in each case as required by paragraph 11 of this Final Order; e. The failure of the Offshore Vessel Borrower or the Tanker Borrower to comply with the reporting requirements as set forth in paragraph 4 of this Final Order, in the event that such failure is not cured on or within fifteen (15) calendar days after the delivery of written notice of such failure by Credit Agricole to the Notice Parties; f. The incurrence of any postpetition liens or security interests that are superior to or pari passu with those liens in favor of Credit Agricole, but excluding those permitted by paragraph 6 of this Final Order; g. the Debtors shall have filed a motion or application for the approval of any superpriority claim or any lien (other than any such claim or lien granted or permitted pursuant to paragraphs 6 or 7 of this Final Order), which is pari passu with or senior to any of the Adequate Protection Liens or 507(b) Claims, without the prior written consent of Credit Agricole, which consent may be provided or withheld in Credit Agricole s sole discretion; h. Any party forecloses (or a deed in lieu of foreclosure or the like is granted) on one or more of the Vessels; i. A final order shall be entered on any motion filed by any person (other than Credit Agricole) in any CA Debtor s Chapter 11 Case seeking to lift the automatic stay to 32

33 Pg 33 of 48 exercise any rights with respect to any of the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral, the Collateral, or the CA Segregated Account, without the prior written consent of Credit Agricole, which consent may be provided or withheld in Credit Agricole s sole discretion; j. unless approved by the Court or agreed to in writing in advance by Credit Agricole in its sole discretion, the entry into any long-term charter (i.e., in excess of 12 months) on any Vessel; k. commencement of any action, including the filing of any pleading, by any Debtor, or direct or indirect non-debtor affiliate or subsidiary of a Debtor, against Credit Agricole challenging the Stipulations or Releases in paragraphs C or D above; l. the Court shall hereafter grant any application or motion or borrowing request of the Debtors seeking to incur indebtedness for borrowed money from any party other than Credit Agricole, which shall be secured by a lien on, or otherwise have a claim against or recourse to, as the case may be, the Offshore Vessel Borrower, the Tanker Borrower, the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral, the Collateral or the CA Segregated Account; m. the Court shall hereafter grant any application or motion granting a junior lien on any of the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral, the Collateral or the CA Segregated Account; n. any Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim, or otherwise taken from the possession of the applicable Debtor, and such Vessel is not returned to 33

34 Pg 34 of 48 the possession of, or retrieved or repossessed by, the applicable Debtor for use and operation within fourteen (14) calendar days; o. the registration of any Vessel under the laws of its flag jurisdiction or the class status of any Vessel (other than a Vessel in lay-up) is cancelled or terminated without the prior written consent of Credit Agricole and not restored within five (5) business days after cancellation or termination, provided that the Debtors have given prompt written notice to Credit Agricole of the occurrence of any such cancellation, and if prompt written notice is not given, the Termination Event shall be deemed to have immediately occurred; p. any insurance cover for the Vessel (including, without limitation, any hull and machinery and war risks cover and any protection and indemnity risks cover, including in respect of environmental claims and oil pollution risks arising in jurisdictions where any Vessel operates or trades) is cancelled or is not renewed, and replacement cover is not put in place within five (5) business days of such cancellation or non-renewal, whether by reason of any Debtor failing to comply with any requirements of such cover or for any other reason, provided that the Debtors have given prompt written notice to Credit Agricole of the occurrence of any such cancellation or non-renewal, and if prompt written notice is not given, the Termination Event shall be deemed to have immediately occurred; q. the entry of an order of this Court approving any claims for recovery of amounts under section 506(c) of the Bankruptcy Code or otherwise arising from the preservation or disposition of any Offshore Vessel Prepetition Collateral or Tanker Prepetition Collateral; r. the Adequate Protection Liens and the 507(b) Claims granted to Credit Agricole shall cease to be valid, perfected and enforceable in all respects, or any Debtor shall 34

35 Pg 35 of 48 assert the invalidity or unenforceability of any of the Adequate Protection Liens or 507(b) Claims; s. any Debtor shall support (in any case by way of, inter alia, any motion or other pleading filed with this Court or any other writing to another party in interest executed by or on behalf of any Debtor) any other person s motion to disallow or subordinate in whole or in part Credit Agricole s claim in respect of Offshore Vessel Prepetition Obligations or Tanker Prepetition Obligations or to challenge the Stipulations and Releases in paragraphs C and D of this Final Order; t. the failure by the Offshore Vessel Borrower to adhere to its Budget then in effect or the failure of the Tanker Borrower to adhere to its Budget then in effect, in each case except with respect to Permitted Deviations; u. any of the Offshore Vessel Borrower, Tanker Borrower, T&T, Sealion or MMS shall have transferred or used any Offshore Vessel Prepetition Collateral, Tanker Prepetition Collateral, Collateral or any funds in the CA Segregated Account to satisfy any obligations of any other vessel lenders to any of the Debtors after the Petition Date; v. any of the Offshore Vessel Borrower, Tanker Borrower, T&T, Sealion or MMS shall have failed to transfer any Offshore Vessel Prepetition Collateral, Tanker Prepetition Collateral or Collateral or any proceeds thereof to the applicable Offshore Vessel Account or Tanker Vessel Account in accordance with the terms of the Interim Order or this Final Order and any interim or final order governing the Debtors cash management; w. any Termination Event occurs and is continuing under any other cash collateral order; or 35

36 Pg 36 of 48 x. the Debtors shall fail to comply with any other provision of the Interim Order or this Final Order. Each of subparagraph (a) through (x) is referred to herein as a termination event ( Termination Event ). On and after the Termination Date, the CA Debtors shall immediately cease using the Offshore Vessel Cash Collateral and the Tanker Cash Collateral, and Credit Agricole may in accordance with the terms and conditions of this Final Order, absent further order of the Court, exercise the rights and remedies available under the Offshore Vessel Facility Documents and the Tanker Facility Documents, this Final Order or applicable law, including, without limitation, foreclosing upon and selling all or a portion of the Offshore Vessel Prepetition Collateral, the Tanker Prepetition Collateral or the Collateral in order to collect any amounts payable to Credit Agricole under this Final Order and apply the same to such obligations. The Automatic Stay shall be deemed modified and vacated to the extent necessary to permit such actions. Notwithstanding the occurrence of a Termination Date or anything herein, all of the rights, remedies, benefits and protections provided to Credit Agricole under the Interim Order or this Final Order shall survive the Termination Date. 20. No Liability to Third Parties. Credit Agricole (a) shall have no liability to any third party and shall not be deemed to be in control of the operations of any Debtors or to be acting as a controlling person, responsible person or owner or operator with respect to the operation or management of any Debtors, (b) shall not owe any fiduciary duty to the Debtors, their estates or any of the Debtors creditors and (c) shall not constitute or be deemed to constitute a joint venture or partnership with any Debtor. 21. Reservation of Rights. Nothing in the Interim Order or this Final Order shall obligate Credit Agricole with respect to any plan of reorganization or sale which may be 36

37 Pg 37 of 48 proposed in these Chapter 11 Cases or shall constitute a waiver of any right or remedy of Credit Agricole, including the right to seek relief from stay, to seek conversion or dismissal of these Chapter 11 Cases, or to oppose confirmation of any plan of reorganization or sale proposed in these Chapter 11 Cases. Credit Agricole may apply to the Court for additional protection at any time, and nothing contained in the Interim Order or this Final Order shall prejudice or limit the rights of Credit Agricole to seek at any future time, adequate protection pursuant to Sections 361, 362, 363 or 364 of the Bankruptcy Code, termination of the use of Cash Collateral, any relief from the automatic stay imposed by Section 362 of the Bankruptcy Code or otherwise, or default interest to the extent permitted by the Offshore Vessel Facility Documents, the Tanker Facility Documents and applicable non-bankruptcy law, and any party, including the Debtors and the Committee (if one is appointed by the U.S. Trustee), may oppose such request. Further, nothing in the Interim Order or this Final Order shall constitute an agreement or admission by Credit Agricole or the Debtors as to the adequacy of the protections granted, the value of the collateral, or the treatment of claims under any plan of reorganization. For the avoidance of doubt, the rights of any party to assert that any Adequate Protection Interest Payments authorized hereunder should be recharacterized as a payment on account of the principal amount of the Offshore Vessel Prepetition Obligations or the Tanker Prepetition Obligations, as applicable, outstanding as of the Petition Date, are hereby fully preserved; provided that Credit Agricole reserves all rights to contest such recharacterization. 22. Binding Effect of Order. The terms and provisions of this Final Order shall be binding upon and inure to the benefit of the Debtors, Credit Agricole and each of their successors and assigns, including, but not limited to, any Chapter 11 or Chapter 7 trustee hereinafter appointed or elected for the estate of any of the Debtors. To the extent there is any inconsistency 37

38 Pg 38 of 48 between this Final Order and any order concerning the Debtors cash management and/or bank accounts, this Final Order shall control. 23. Survival. The provisions of the Interim Order and this Final Order and any actions taken pursuant thereby shall survive the entry of any order which may be entered: (a) confirming any plan of reorganization in any of the Chapter 11 Cases; (b) converting any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; (c) dismissing any of the Chapter 11 Cases or any successor cases; or (d) pursuant to which this Court abstains from hearing any of the Chapter 11 Cases. If an order dismissing these Chapter 11 Cases or converting these Chapter 11 Cases to cases under Chapter 7 is at any time entered, such order shall provide (in accordance with Bankruptcy Code Sections 105 and 349) that (y) the priorities in payments, liens, and security interests granted pursuant to the Interim Order or this Final Order and any segregated accounts established pursuant to the Interim Order or this Final Order shall continue in full force and effect and shall remain binding on all parties in interest notwithstanding such dismissal until the obligations secured thereby shall have been paid and satisfied in full and (z) this Court shall retain jurisdiction for purposes of enforcing the Interim Order and this Final Order. If any or all of the provisions of the Interim Order or this Final Order are hereafter modified, vacated, or stayed, or authority to use Offshore Vessel Cash Collateral or Tanker Cash Collateral is terminated, such modification, vacatur, stay or termination shall not affect the validity or enforceability of the Adequate Protection Liens, 507(b) Claims, the CA Segregated Account, or any payment, priority, obligation, liability or other protection authorized, created or confirmed by the Interim Order or this Final Order. Notwithstanding any such modification, vacatur, stay, or termination, any indebtedness, obligations, or liabilities incurred by the Offshore Vessel Borrower or the Tanker Borrower, as 38

39 Pg 39 of 48 applicable, to Credit Agricole before the effective date of such modification, vacatur, stay, or termination shall be governed in all respects by the original provisions of the Interim Order or this Final Order, as applicable, and Credit Agricole shall be entitled to all the rights, remedies, privileges, and benefits granted therein or herein, as applicable, with respect to all such indebtedness, obligations, or liabilities. 24. Notice. a. Any notice of a Termination Event required to be given hereunder shall be given by electronic mail to the following parties (collectively, the Notice Parties ): Credit Agricole: with a copy to: Ronald Spitzer Margot B. Schonholtz, Esq. Credit Agricole Corporate and Robert H. Trust Investment Bank Linklaters LLP 1301 Avenue of the Americas 1345 Avenue of the Americas New York, New York New York, NY Ron.spitzer@ca-cib.com margot.schonholtz@linklaters.com robert.trust@linklaters.com Nicoletta Panayiotopoulos Credit Agricole Corporate and Investment Bank, Paris SF1-Shipping Paris 12 Place de Etats-Unis CS Montrouge Cedex, France Attn: nicoletta.panayiotopoulos@ca-cib.com the Debtors: c/o Brokerage and Management Corporation, NY Agency of Marine Management Services, M.C., 40 Wall Street, New York, NY with a copy to: Albert Togut, Esq. Frank A. Oswald, Esq. Togut, Segal & Segal LLP One Penn Plaza, Suite 3335 New York, NY Fax: (212) altogut@teamtogut.com 39

40 Pg 40 of 48 The U.S. Trustee: Paul K. Schwartzberg, Esq. Office of The United States Trustee U.S. Federal Office Building 201 Varick Street, Suite 1006 New York, NY Fax: (212) b. Any report or document required to be delivered to Credit Agricole in accordance with paragraph 4 of this Final Order shall be given by electronic mail to (a) Credit Agricole at ron.spitzer@ca-cib.com and Nicoletta Panayiotopoulos at nicoletta.panayiotopoulos@ca-cib.com and (b) Linklaters LLP at margot.schonholtz@linklaters.com and robert.trust@linklaters.com. 25. The requirements set forth in Local Rule (b) are satisfied. 26. Immediate Effect. This Final Order shall constitute findings of fact and conclusions of law and shall be fully enforceable immediately upon entry notwithstanding the applicability of Bankruptcy Rule 6004(h) or otherwise. 27. Cash Collateral Orders for Other Secured Vessel Lenders. If, acting in its sole discretion, Credit Agricole determines that any Debtor has provided any other secured vessel lender greater rights or protections under any cash collateral order or otherwise than Credit Agricole has under this Final Order, then the Debtors shall, at the request of Credit Agricole, as soon as reasonably practicable, seek Court approval of an amended cash collateral order with Credit Agricole that incorporates such rights or protections for Credit Agricole s benefit. 40

41 Pg 41 of Jurisdiction. This Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this Final Order. Dated: March 29, 2017 New York, New York /S/ Shelley C. Chapman HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 41

42 Pg 42 of 48 Exhibit 1 Offshore Vessel Facility Documents Facility and Master Agreement: 1. Loan Agreement for $96,000,000 dated September 21, Master Agreement dated September 27, 2007 Security documents: 1. Master Agreement Security Deed dated September 27, First Priority Bahamian Ship Mortgage over TOISA VALIANT dated September 28, First Priority Bahamian Ship Mortgage over TOISA VIGILANT dated September 28, First Priority Bahamian Ship Mortgage over TOISA VOYAGER dated September 28, Deed of Covenants in respect of TOISA VALIANT dated September 28, Deed of Covenants in respect of TOISA VIGILANT dated September 28, Deed of Covenants in respect of TOISA VOYAGER dated September 28, Balance Account Pledge Agreement dated September 27, Manager s Undertaking dated September 28, 2007

43 Pg 43 of 48 Exhibit 2 Tanker Facility Documents Facility and Master Agreement: 1. Loan Agreement for $60,000,000 dated November 7, First Letter Supplemental to Loan Agreement dated April 21, Second Letter Supplemental to Loan Agreement dated June 17, Notice of Assignment and Transfer of Assigned Property dated November 14, Assignment and Assumption Agreement dated December 20, Transfer and Assignment of First Preferred Mortgage 7. Notice of Assignment to Obligors dated Master Agreement dated November 7, Master Agreement Security Deed dated June 24, 2010 Security documents and guarantee: 1. Corporate Guarantee dated November 7, First Preferred Greek Ship Mortgage dated June 24, Bank Accounts Pledge Agreement dated December 20, General Assignment dated June 24, Manager s Undertaking dated June 24, 2010

44 Pg 44 of 48 EXHIBIT 3

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47 Pg 47 of 48 EXHIBIT 4

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