scc Doc 281 Filed 08/15/17 Entered 08/15/17 18:56:19 Main Document Pg 1 of 60

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1 Pg 1 of 60 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 JOINT PLAN OF REORGANIZATION FOR TOISA LIMITED AND CERTAIN OF ITS AFFILIATES PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE Dated: August 15, 2017 New York, New York Albert Togut Frank A. Oswald Brian F. Moore Kyle J. Ortiz TOGUT SEGAL & SEGAL LLP One Penn Plaza New York, New York (212) Counsel for the Debtors and Debtors-in-Possession 1 The Debtors in these chapter 11 cases, are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.

2 Pg 2 of 60 TABLE OF CONTENTS Page INTRODUCTION... 1 ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION Administrative Claim Administrative Claims Bar Date Affiliate Allowed Allowed Claim Amended and Restated BNP Credit Facility Amended and Restated Citi Offshore Credit Facility Amended and Restated Citi Tanker Credit Facility Amended and Restated Citizens I Credit Facility Amended and Restated Citizens II Credit Facility Amended and Restated Commerzbank I Credit Facility Amended and Restated Commerzbank II Credit Facility Amended and Restated Commonwealth Bank of Australia Credit Facility Amended and Restated Credit Agricole Offshore Credit Facility Amended and Restated Credit Agricole Tanker Credit Facility Amended and Restated Credit Facilities Amended and Restated Danish Ship Bulker Credit Facility Amended and Restated Danish Ship Offshore Credit Facility Amended and Restated Danish Ship Tanker Credit Facility Amended and Restated DNB Offshore Credit Facility Amended and Restated DNB Tanker Credit Facility Amended and Restated DVB Credit Facility Amended and Restated ING Bulker Credit Facility Amended and Restated ING Offshore Credit Facility Amended and Restated NBG Credit Facility Amended and Restated Offshore Facilities Amended and Restated Oceangoing Facilities Amended and Restated Wells Fargo Credit Facility Avoidance Action Ballot Bankruptcy Code Bankruptcy Court Bankruptcy Rules Bar Date BNP Credit Facility Vessels Business Day Cash Cause of Action Chapter 11 Case(s) Citi Offshore Facility Vessels Citi Tanker Facility Vessels Citizens I Credit Facility Vessel Citizens II Credit Facility Vessel Claim Claims Objection Deadline... 7 i

3 Pg 3 of Class Commerzbank I Credit Facility Vessels Commerzbank II Credit Facility Vessel Commonwealth Bank of Australia Credit Facility Vessel Confirmation Confirmation Date Confirmation Hearing Confirmation Order Credit Agricole Offshore Credit Facility Vessels Credit Agricole Tanker Credit Facility Vessel D&O Liability Insurance Policies Danish Ship Bulker Credit Facility Vessels Danish Ship Offshore Credit Facility Vessels Danish Ship Tanker Credit Facility Vessels Debtors Disclosure Statement Disputed Claim Distribution Date Distribution Record Date DNB Offshore Credit Facility Vessels DNB Tanker Credit Facility Vessels DVB Credit Facility Vessels Effective Date Entity Estate(s) Excluded Assets Exculpated Parties Executory Contract Exhibit Existing BNP Credit Facility Existing BNP Credit Facility Claims Existing Citi Offshore Credit Facility Existing Citi Offshore Credit Facility Claims Existing Citi Tanker Credit Facility Existing Citi Tanker Credit Facility Claims Existing Citizens I Credit Facility Existing Citizens I Credit Facility Claims Existing Citizens II Credit Facility Existing Citizens II Credit Facility Claims Existing Commerzbank I Credit Facility Existing Commerzbank I Credit Facility Claims Existing Commerzbank II Credit Facility Existing Commerzbank II Credit Facility Claims Existing Commonwealth Bank of Australia Credit Facility Existing Commonwealth Bank of Australia Credit Facility Claims Existing Credit Agricole Offshore Credit Facility Existing Credit Agricole Offshore Credit Facility Claims Existing Credit Agricole Tanker Credit Facility Existing Credit Agricole Tanker Credit Facility Claims Existing Danish Ship Bulker Credit Facility Existing Danish Ship Bulker Credit Facility Claims Existing Danish Ship Offshore Credit Facility Existing Danish Ship Offshore Credit Facility Claims ii

4 Pg 4 of Existing Danish Ship Tanker Credit Facility Existing Danish Ship Tanker Credit Facility Claims Existing DNB Offshore Credit Facility Existing DNB Offshore Credit Facility Claims Existing DNB Tanker Credit Facility Existing DNB Tanker Credit Facility Claims Existing DVB Credit Facility Existing DVB Credit Facility Claims Existing ING Bulker Credit Facility Existing ING Bulker Credit Facility Claims Existing ING Offshore Credit Facility Existing ING Offshore Credit Facility Claims Existing NBG Credit Facility Existing NBG Credit Facility Claims Existing Wells Fargo Credit Facility Existing Wells Fargo Credit Facility Claims Existing Management Agreements Final Order G550 Airplane Credit Facility General Unsecured Claim Holder Impaired ING Bulker Credit Facility Vessels ING Offshore Credit Facility Vessels Initial Distribution Intercompany Claim Intercompany Interest Interest Lien Management Companies NBG Credit Facility Vessel Newbuild Auction Newbuild Tanker Construction Contracts Newbuild Tanker Credit Facility Newbuild Tanker Credit Facility Claims Newbuild Tanker Credit Facility Vessels Newbuild Tanker Purchase Agreement Newbuild Tanker Purchaser Newbuild Tanker Sale and Bid Procedures Newbuild Tanker Sale and Bid Procedures Order Newbuild Tanker Sale Proceeds Newbuild Tanker Sale Transaction Oceangoing Auction Oceangoing Equity Purchase Agreement Oceangoing Equity Purchaser Oceangoing Equity Sale and Bid Procedures Oceangoing Equity Sale and Bid Procedures Order Oceangoing Equity Sale Proceeds Oceangoing Equity Sale Transaction Oceangoing Minimum Working Capital Oceangoing Working Capital Contribution Offshore Credit Facility Vessels Offshore Minimum Working Capital iii

5 Pg 5 of Other Priority Claim Person Petition Date Plan Plan Supplement Prepetition Cash Reconciliation Priority Tax Claim Professional Professional Compensation - Accrued Professional Fee Claim Professional Fee Escrow Account Professional Fee Reserve Amount Pro Rata Proof of Claim Released Party Releasing Parties Reorganized Citi Tanker Debtors Reorganized Commerzbank I Debtors Reorganized Commerzbank II Debtor Reorganized Credit Agricole Tanker Debtor Reorganized Danish Ship Bulker Debtors Reorganized Danish Ship Tanker Debtors Reorganized Debtors Reorganized DNB Tanker Debtors Reorganized ING Bulker Debtors Reorganized NBG Debtor Reorganized Oceangoing Vessel Debtors Reorganized Toisa Reorganized Trade and Transport Reorganized Trade and Transport Enterprise Retained Actions Schedules Secured Claim Toisa Toisa Equity Contribution T&T Unimpaired Wells Fargo Credit Facility Vessel ARTICLE II ADMINISTRATIVE EXPENSE AND PRIORITY CLAIMS Administrative Claims Priority Tax Claims Professional Fee Claims ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS Classification And Settlement Summary of Classification Treatment Of Classes Enforcement of Subordination Agreements Alternative Treatment Special Provision Regarding Unimpaired Claims iv

6 Pg 6 of 60 ARTICLE IV ACCEPTANCE OR REJECTION OF THIS PLAN Acceptance By Class Entitled To Vote Presumed Acceptance Of The Plan Elimination Of Classes Cramdown ARTICLE V MEANS FOR IMPLEMENTATION OF THIS PLAN Continued Legal Existence The Oceangoing Equity Sale The Newbuild Tanker Sale Sources of Cash for Toisa Distributions and Operations Sources of Cash for Reorganized Oceangoing Debtors Distributions and Operations Approval and Authorization for the Amended and Restated Credit Facilities New Boards of Reorganized Debtors Corporate Action Effectuating Documents; Further Transactions Preservation Of Retained Actions Exemption From Certain Transfer Taxes And Recording Fees Further Authorization Cancellation Of Existing Securities And Agreements ARTICLE VI 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 Withholding and Reporting Requirements Setoffs Payment of Disputed Claims ARTICLE VII 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 ARTICLE VIII TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES Rejection Of Executory Contracts And Unexpired Leases Assumption of Existing Management Executory Contracts D&O Liability Insurance Policies Indemnification Cure of Defaults Under Assumed Contracts ARTICLE IX CONDITIONS PRECEDENT TO THE EFFECTIVE DATE v

7 Pg 7 of Conditions Precedent to the Effective Date Waiver of Conditions Precedent Effect of Failure of Conditions to Effective Date ARTICLE X EFFECT OF PLAN CONFIRMATION Binding Effect Revesting Of Assets Compromise And Settlement Of Claims, Interests And Controversies Releases And Related Matters Discharge. Of the Debtors Injunction Exculpation And Limitation Of Liability Term Of Bankruptcy Injunction Or Stays Post-Confirmation Date Retention Of Professionals ARTICLE XI RETENTION OF JURISDICTION Retention of Jurisdiction ARTICLE XII MISCELLANEOUS PROVISIONS Payment Of Statutory Fees Amendment Or Modification Of This 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 Conflicts vi

8 Pg 8 of 60 INTRODUCTION Toisa Limited and certain of its affiliates, as debtors and debtors in possession, propose the following joint plan of reorganization for the resolution of the outstanding Claims against and Interests in the Debtors. Reference is made to the Disclosure Statement for a discussion of (i) the Debtors' history, business and operations, (ii) a summary and analysis of this Plan, and (iii) certain related matters, including risk factors relating to the consummation of this Plan. Subject to certain restrictions and requirements set forth in section 1127 of the Bankruptcy Code, and Bankruptcy Rule 3019 the Debtors reserve the right to alter, amend, modify, revoke, or withdraw this Plan prior to its substantial consummation. ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION Defined Terms. As used herein, capitalized terms shall have the meanings set forth below. Any term that is not otherwise defined herein, but that is used in the Bankruptcy Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy Rules, as applicable. 1.1 Administrative Claim means a Claim for costs and expenses of administration of the Chapter 11 Cases under sections 328, 330, 363, 364(c)(1), 365, 503(b), or 507(b) of the Bankruptcy Code, including, but not limited to: (a) any actual and necessary costs and expenses, incurred on or after the Petition Date and through the Effective Date, of preserving the Estates and operating the businesses of the Debtors (b) Professional Fee Claims; (c) all fees and charges assessed against the Estates under Chapter 123 of Title 28 of the United States Code; and (d) all other claims entitled to administrative claim status pursuant to an order of the Bankruptcy Court. 1.2 Administrative Claims Bar Date means the first Business Day that is 30 days following the Effective Date, except as otherwise specifically set forth in the Plan. 1.3 Administrative Claims Objection Bar Date means the first Business Day that is 120 days following the Effective Date, except as otherwise specifically set forth in the Plan; provided that the Administrative Claims Objection Bar Date may be extended pursuant to an order of the Bankruptcy Court upon a motion filed by the Reorganized Debtors after notice and a hearing. 1.4 Affiliate means, with respect to any Person, "affiliate" as defined in section 101(2) of the Bankruptcy Code as if such Person were a Debtor. 1.5 Allowed means, with respect to a Claim against any Debtor, except as otherwise provided herein, (a) a Claim that is (i) listed in the Schedules as of the Effective Date as neither disputed, contingent nor unliquidated, and for which no Proof of Claim has been timely filed, or (ii) evidenced by a valid Proof of Claim or request for payment of Administrative Claim, as applicable, filed by the applicable Bar Date, and as to which the Debtors or other parties-in-interest have not filed an objection to the

9 Pg 9 of 60 allowance thereof by the Claims Objection Deadline, or (b) a Claim that is Allowed under the Plan or any stipulation or settlement approved by, or Final Order of, the Bankruptcy Court; provided, however, that any Claims allowed solely for the purpose of voting to accept or reject the Plan pursuant to an order of the Bankruptcy Court will not be considered Allowed Claims under the Plan. Notwithstanding the foregoing, a Claim shall not be Allowed and shall not be entitled to a distribution under the Plan to the extent it has been satisfied prior to the Effective Date. If a Claim is Allowed only in part, references to Allowed Claims include and are limited to the Allowed portion of such Claim. Notwithstanding anything to the contrary herein, no Claim that is disallowed in accordance with Bankruptcy Rule 3003 or section 502(d) of the Bankruptcy Code is Allowed and each such Claim shall be expunged without further action by the Debtors and without further notice to any party or action, approval, or order of the Bankruptcy Court. 1.6 Allowed Claim means an Allowed Claim of the particular type or Class described. 1.7 Amended and Restated BNP Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing BNP Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing BNP Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date. 1.8 Amended and Restated Citi Offshore Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Citi Offshore Credit Facility, among Reorganized Toisa as borrower and the lender parties thereto as reflected in the amended and restated forms of the Existing Citi Offshore Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date. 1.9 Amended and Restated Citi Tanker Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Citi Tanker Credit Facility, among the Reorganized Citi Tanker Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing Citi Tanker Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Citizens I Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Citizens I Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing Citizens I Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Citizens II Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the 2

10 Pg 10 of 60 outstanding principal amount under the Existing Citizens II Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing Citizens II Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Commerzbank I Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Commerzbank I Credit Facility, among the Reorganized Commerzbank I Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing Commerzbank I Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Commerzbank II Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Commerzbank II Credit Facility, among the Reorganized Commezbank II Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing Commerzbank II Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Commonwealth Bank of Australia Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Commonwealth Bank of Australia Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing Commonwealth Bank of Australia Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Credit Agricole Offshore Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Credit Agricole Offshore Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing Credit Agricole Offshore Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Credit Agricole Tanker Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Credit Agricole Tanker Credit Facility, among the Reorganized Credit Agricole Tanker Debtor as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing Credit Agricole Tanker Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date. 3

11 Pg 11 of Amended and Restated Credit Facilities means collectively the Amended and Restated Offshore Facilities and the Amended and Restated Offshore Facilitites Amended and Restated Danish Ship Bulker Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Danish Ship Bulker Credit Facility, among the Reorganized Danish Ship Bulker Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing Danish Ship Bulker Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Danish Ship Offshore Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Danish Ship Offshore Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing Danish Ship Offshore Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Danish Ship Tanker Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Danish Ship Tanker Credit Facility, among the Reorganized Danish Ship Tanker Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing Danish Ship Tanker Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated DNB Offshore Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing DNB Offshore Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing DNB Offshore Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated DNB Tanker Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing DNB Tanker Credit Facility, among the Reorganized DNB Tanker Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing DNB Tanker Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated DVB Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing DVB Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated 4

12 Pg 12 of 60 forms of the Existing DVB Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated ING Bulker Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing ING Bulker Credit Facility, among the Reorganized ING Bulker Debtors as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing ING Bulker Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated ING Offshore Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing ING Offshore Credit Facility, among the Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing ING Offshore Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated NBG Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing NBG Credit Facility, among the Reorganized NBG Debtor as borrower, Reorganized Trade and Transport as guarantor, and the lender parties thereto as reflected in the amended and restated forms of the Existing NBG Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Amended and Restated Offshore Facilities means collectively the Amended and Restated BNP Credit Facility, the Amended and Restated Citi Offshore Credit Facility, the Amended and Restated Citizens I Credit Facility, the Amended and Restated Citizens II Credit Facility, the Amended and Restated Commonwealth Bank of Australia Credit Facility, the Amended and Restated Credit Agricole Offshore Credit Facility, the Amended and Restated Danish Ship Offshore Credit Facility, the Amended and Restated DNB Offshore Credit Facility, the Amended and Restated DVB Credit Facility, the Amended and Restated ING Offshore Credit Facility, and the Amended and Restated Wells Fargo Credit Facility Amended and Restated Oceangoing Facilities means collectively the Amended and Restated Citi Tanker Credit Facility, the Amended and Restated Commerzbank I Credit Facility, the Amended and Restated Commerzbank II Credit Facility, the Amended and Restated Credit Agricole Tanker Credit Facility, the Amended and Restated Danish Ship Bulker Credit Facility, the Amended and Restated Danish Ship Tanker Credit Facility, the Amended and Restated DNB Tanker Credit Facility, the Amended and Restated ING Bulker Credit Facility, and the Amended and Restated NBG Credit Facility Amended and Restated Wells Fargo Credit Facility means that certain amended and restated financing facility, in a principal amount equal to the outstanding principal amount under the Existing Wells Fargo Credit Facility, among the 5

13 Pg 13 of 60 Reorganized Toisa as borrower, and the lender parties thereto as reflected in the amended and restated forms of the Existing Wells Fargo Credit Facility Documents, which shall be filed as part of the Plan Supplement and entered into on the Effective Date Avoidance Action means any claim or Cause of Action of an Estate arising out of or maintainable pursuant to sections 510, 541, 542, 543, 544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code or under any other similar applicable nonbankruptcy law, regardless of whether or not such action has been commenced prior to the Effective Date Ballot means each of the ballot forms distributed to each Holder of a Claim that is entitled to vote to accept or reject this Plan and on which the Holder is to indicate, among other things, acceptance or rejection of this Plan Bankruptcy Code means Title 11 of the United States Code, as now in effect or hereafter amended, to the extent such amendments apply to the Chapter 11 Cases Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York, or any other court with jurisdiction over the Chapter 11 Cases Bankruptcy Rules means the Federal Rules of Bankruptcy Procedure and the local rules of the Bankruptcy Court, as now in effect or hereafter amended Bar Date means (i) August 8, 2017 at 5:00 p.m. (Eastern Time), the date by which each Holder of a Claim against any of the Debtors, unless such Claim falls within one of the exceptions, must have filed a Proof of Claim against such Debtor(s); (ii) the later of (a) the General Bar Date and (b) 5:00 p.m. (prevailing Eastern time) on the date that is 60 days after entry of a Court order pursuant to which executory contracts or unexpired leases are rejected for claims arising from such rejected agreements; (iii) the later of (a) the General Bar Date and (b) 5:00 p.m. (prevailing Eastern time) on the date that is 60 days after the date that notice of any applicable amendment or supplement to the Schedules is served on a claimant for those claims affected by any such amendment or supplement to the Schedules; and July 28, 2017 at 5:00 p.m. (prevailing Eastern time) for governmental units BNP Credit Facility Vessels means collectively the vessels Toisa Pegasus and Toisa Paladin Business Day means any day, other than a Saturday, Sunday, or "legal holiday" (as defined in Bankruptcy Rule 9006(a)) Cash means legal tender of the United States of America and equivalents thereof. 6

14 Pg 14 of Cause of Action means any action, proceeding, agreement, Claim, cause of action, controversy, demand, debt, right, action, Avoidance Action, Lien, indemnity, guaranty, suit, obligation, liability, damage, judgment, account, defense, offset, power, privilege, recoupment, crossclaim, counterclaim, third-party claim, indemnity claim, contribution claim or any other claim known or unknown, contingent or non-contingent, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, disputed or undisputed, secured or unsecured, assertable directly or derivatively, whether pending in litigation or otherwise, in contract or in tort, in law or in equity or pursuant to any other theory of law, based in whole or in part upon any act or omission or other event occurring prior to the Effective Date Chapter 11 Case(s) means (a) when used with reference to a particular Debtor, the case under Chapter 11 of the Bankruptcy Code commenced by such Debtor in the Bankruptcy Court and (b) when used with reference to all Debtors, the cases under Chapter 11 of the Bankruptcy Code commenced by the Debtors in the Bankruptcy Court Citi Offshore Facility Vessels means collectively the vessels Toisa Envoy, Toisa Explorer, Toisa Elan, and Toisa Wave Citi Tanker Facility Vessels means collectively the vessels United Journey and United Seas Citizens I Credit Facility Vessel means the vessel Toisa Independent Citizens II Credit Facility Vessel means the vessel Toisa Coral Claim means a "claim" as defined in section 101(5) of the Bankruptcy Code Claims Objection Deadline means (i) ninety (90) days following the Effective Date or (ii) such other later date that the Bankruptcy Court may establish upon a motion by the Debtors or Reorganized Debtors, which motion may be approved without a hearing and without notice to any party Class means a category of Claims or Interests, as described in Article III hereof Commerzbank I Credit Facility Vessels means collectively the vessels named United Banner, United Carrier, and United Ambassador 1.49 Commerzbank II Credit Facility Vessel means the vessel named United Honor Commonwealth Bank of Australia Credit Facility Vessel means the vessels named Toisa Solitare and Toisa Warrior Confirmation means the confirmation of this Plan by the Bankruptcy Court under section 1129 of the Bankruptcy Code. 7

15 Pg 15 of Confirmation Date means the date on which the Bankruptcy Court enters the Confirmation Order on the docket of the Bankruptcy Court Confirmation Hearing means the hearing held by the Bankruptcy Court pursuant to section 1128 of the Bankruptcy Code to consider confirmation of this Plan, as such hearing may be adjourned or continued from time to time Confirmation Order means the order of the Bankruptcy Court confirming this Plan pursuant to section 1129 of the Bankruptcy Code Credit Agricole Offshore Credit Facility Vessels means collectively the vessels Toisa Valiant, Toisa Vigilant, and Toisa Voyager Credit Agricole Tanker Credit Facility Vessel means the vessel United Grace D&O Liability Insurance Policies means all insurance policies for directors' and officers' liability maintained by the Debtors, including any directors' and officers' "tail policy." 1.58 Danish Ship Bulker Credit Facility Vessels means collectively the vessels Trade Vision and Trade Will Danish Ship Offshore Credit Facility Vessels means collectively the vessels Toisa Defiant, Toisa Daring, United Leadership, and Toisa Dauntless Danish Ship Tanker Credit Facility Vessels means collectively the vessels United Leadership and United Kalavryta Debtors means 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 Disclosure Statement means the disclosure statement (including all exhibits and schedules thereto) relating to this Plan, as amended, modified or supplemented from time to time, and distributed contemporaneously herewith Disputed Claim means (a) any Claim as to which the Debtors have interposed an objection or request for estimation in accordance with the Bankruptcy Code and the Bankruptcy Rules, or any Claim otherwise disputed by the Debtors, the Reorganized Debtors, or other party in interest in accordance with applicable law, which objection has not been withdrawn or determined by a Final Order, (b) any Claim scheduled by the Debtors as contingent, unliquidated, or disputed, (c) any Claim which amends a claim scheduled by the Debtors as contingent, unliquidated, or disputed, or (d) any Claim prior to it having become an Allowed Claim. 8

16 Pg 16 of Distribution Date means a date or dates, including the Initial Distribution Date as determined by the Disbursing Agent in accordance with the terms of the Plan, on which the Disbursing Agent Makes a distribution to holders of Allowed Claims Distribution Record Date means October 30, DNB Offshore Credit Facility Vessels means collectively the vessels Toisa Proteus, Toisa Intrepid, and Toisa Conqueror DNB Tanker Credit Facility Vessels means collectively the vessels United Emblem, United Dynamic, Toisa Invincible, and United Ideal DVB Credit Facility Vessels means collectively the vessels Toisa Pisces and Toisa Perseus Effective Date means the Business Day this Plan becomes effective as provided in Article IX hereof Entity means "entity" as defined in section 101(15) of the Bankruptcy Code Estate(s) means, individually, the estate of any of the Debtors and, collectively, the estates of all of the Debtors created under section 541 of the Bankruptcy Code Excluded Assets shall have the meaning ascribed to it in the Purchase Agreement Exculpated Parties means collectively: (a) the Debtors; (b) the Newbuild Tanker Purchaser; (c) the Oceangoing Equity Purchaser; and (d) with respect to each of the foregoing entities such entities predecessors, successors, and assigns, subsidiaries, Affiliates, current and former officers, directors, principals, shareholders, members, partners, employees, agents, advisory board members, financial advisors, attorneys, accountants, investment bankers, consultants, representatives, management companies, and other professionals, and such persons respective heirs, executor, Estates, servants and nominees, in each case in their capacity as such Executory Contract means a contract to which one or more of the Debtors is a party that is subject to assumption or rejection under section 365 of the Bankruptcy Code Exhibit means an exhibit annexed to either this Plan, the Plan Supplement, or as an appendix to the Disclosure Statement, as amended, modified or supplemented from time to time Existing BNP Credit Facility means that certain senior secured credit facility, dated as of March 11, 2008, utilized to finance the BNP Credit Facility Vessels, which has a term of twelve (12) years from the drawdown date and has a rate 9

17 Pg 17 of 60 of Libor bps. The unpaid principal balance of the BNP Credit Facility as of the Petition Date was approximately $78,869, Existing BNP Credit Facility Claims means all Claims outstanding under the Existing BNP Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Citi Offshore Credit Facility means that certain senior secured credit facility, dated as of December 30, 2009, utilized to finance the Citi Offshore Facility Vessels, which has a term of ten (10) years with a rate of Libor + 3%. The unpaid principal balance on the Citi Offshore Credit Facility as of the Petition Date was approximately $99,493, Existing Citi Offshore Credit Facility Claims means all Claims outstanding under the Existing Citi Offshore Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Citi Tanker Credit Facility means that certain senior secured credit facility, dated as of January 26, 2015, utilized to finance the Citi Tanker Facility Vessels, which has a term of five (5) years and a rate of Libor +2%. The unpaid principal balance of the Citi Tanker Credit Facility as of the Petition Date was $46,094, Existing Citi Tanker Credit Facility Claims means all Claims outstanding under the Existing Citi Tanker Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Citizens I Credit Facility means that certain senior secured credit facility, dated as of July 28, 2010, utilized to finance the Citizens I Credit Facility Vessel, which has a term of seven (7) years and rate of Libor + 2.5%. The unpaid principal balance on the Citizens I Credit Facility as of the Petition Date was approximately $12,260, Existing Citizens I Credit Facility Claims means all Claims outstanding under the Existing Citizens I Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Citizens II Credit Facility means that certain senior secured credit facility, dated as of July 28, 2010, utilized to finance the Citizens Credit II Facility Vessel, which has a term of seven (7) years and rate of Libor + 2.5%. The unpaid principal balance on the Citizens II Credit Facility as of the Petition Date was approximately $6,535, Existing Citizens II Credit Facility Claims means all Claims outstanding under the Existing Citizens II Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Commerzbank I Credit Facility means that certain senior secured credit facility, dated as of June 13, 2007, utilized to finance the Commerzbank I 10

18 Pg 18 of 60 Credit Facility Vessels, which has a term of ten (10) years and a rate of Libor + 1%. The unpaid principal balance on the Commerzbank I Credit Facility as of the Petition Date was $53,237, Existing Commerzbank I Credit Facility Claims means all Claims outstanding under the Existing Commerzbank I Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Commerzbank II Credit Facility means that certain senior secured credit facility, dated as of March 3, 2010, utilized to finance the Commerzbank II Credit Facility Vessel, which has a term of ten (10) years and a rate of Libor + 2.5%. The unpaid principal balance on the Commerzbank II Credit Facility as of the Petition Date was $25,609, Existing Commerzbank II Credit Facility Claims means all Claims outstanding under the Existing Commerzbank II Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Commonwealth Bank of Australia Credit Facility means that certain senior secured credit facility, dated as of February 21, 2014, utilized to finance the Commonwealth Bank of Australia Credit Facility Vessel, which has term of seven (7) years and rate of Libor %. The unpaid principal balance of the Commonwealth Bank of Australia Credit Facility as of the Petition Date was approximately $22,750, Existing Commonwealth Bank of Australia Credit Facility Claims means all Claims outstanding under the Existing Commonwealth Bank of Australia Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Credit Agricole Offshore Credit Facility means that certain senior secured credit facility, dated as of September 21, 2007, utilized to finance the Credit Agricole Offshore Credit Facility Vessels, which has a term of twelve (12) years from the drawdown date and a rate of Libor %. The unpaid principal balance on the Credit Agricole Offshore Credit Facility as of the Petition Date was approximately $47,400, Existing Credit Agricole Offshore Credit Facility Claims means all Claims outstanding under the Existing Credit Agricole Offshore Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Credit Agricole Tanker Credit Facility means that certain senior secured credit facility, dated as of November 7, 2008, utilized to finance the purchase of the Credit Agricole Tanker Credit Facility Vessel, which has a term of twelve (12) years and a rate of Libor + 1.0%. The unpaid principal balance on the Credit Agricole Tanker Credit Facility as of the Petition Date was approximately $25,976, Existing Credit Agricole Tanker Credit Facility Claims means all Claims outstanding under the Existing Credit Agricole Tanker Credit Facility, whether such Claims are secured or undersecured as of the Petition Date. 11

19 Pg 19 of Existing Danish Ship Bulker Credit Facility means that certain senior secured credit facility, dated as of March 22, 2013, utilized to finance the purchase of the Danish Ship Finance Bulker Credit Facility Vessels, which has a term four (4) years and nine (9) months and a rate of Libor %. The unpaid principal balance on the Danish Ship Bulker Credit Facility as of the Petition Date was approximately $22,000, Existing Danish Ship Bulker Credit Facility Claims means all Claims outstanding under the Existing Danish Ship Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Danish Ship Offshore Credit Facility means that certain senior secured credit facility, dated as of November 11, 2014, utilized to finance the Danish Ship Finance Offshore Credit Facility Vessels, which has a term of seven (7) years and a rate of Libor %. In addition, the vessel named United Leadership was added as additional collateral on April 28, The unpaid principal balance on the Danish Ship Offshore Credit Facility as of the Petition Date was approximately $64,643, Existing Danish Ship Offshore Credit Facility Claims means all Claims outstanding under the Existing Danish Ship Offshore Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Danish Ship Tanker Credit Facility means that certain senior secured credit facility, dated as of February 28, 2014, utilized to finance the purchase of the Danish Ship Tanker Credit Facility Vessels, which has a term of seven 7 years with a rate of Libor + 1.8%. The unpaid principal balance on the Danish Ship Tanker Credit Facility as of the Petition Date was $35,285, Existing Danish Ship Tanker Credit Facility Claims means all Claims outstanding under the Existing Danish Ship Tanker Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing DNB Offshore Credit Facility means that certain senior secured credit facility, dated as of December 16, 2014, utilized to finance the purchase of the DNB Offshore Credit Facility Vessels, which has a term of five (5) years and a rate of Libor %. The unpaid principal balance on the DNB Offshore Credit Facility as of the Petition Date was approximately $58,411, Existing DNB Offshore Credit Facility Claims means all Claims outstanding under the Existing DNB Offshore Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing DNB Tanker Credit Facility means that certain senior secured credit facility, dated as of September 20, 2010, utilized to finance the DNB Tanker Credit Facility Vessels, which has a term of ten (10) years and a rate of Libor % % depending on the interest coverage ratio. The unpaid principal balance on the DNB Tanker Credit Facility as of the Petition Date was $110,703,

20 Pg 20 of Existing DNB Tanker Credit Facility Claims means all Claims outstanding under the Existing DNB Tanker Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing DVB Credit Facility means that certain senior secured credit facility, dated as of December 19, 2014, utilized to partially finance DVB Credit Facility Vessels, which has a term of five (5) years and a rate of Libor %. The unpaid principal balance on the DVB Credit Facility as of the Petition Date was approximately $73,978, Existing DVB Credit Facility Claims means all Claims outstanding under the Existing DVB Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing ING Bulker Credit Facility means that certain senior secured credit facility, dated as of May 7, 2015, utilized to finance the ING Bulker Credit Facility Vessels, which has a term of seven (7) years and a rate of Libor + 1.9%. The unpaid principal balance on the ING Bulker Credit Facility as of the Petition Date was $72,265, Existing ING Bulker Credit Facility Claims means all Claims outstanding under the Existing ING Bulker Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing ING Offshore Credit Facility means that certain senior secured credit facility, dated as of February 21, 2014, utilized to finance the purchase of the ING Offshore Credit Facility Vessels, which has a seven (7) year term and a rate of Libor %. The unpaid principal balance on the ING Offshore Credit Facility as of the Petition Date was approximately $42,316, Existing ING Offshore Credit Facility Claims means all Claims outstanding under the Existing ING Offshore Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing NBG Credit Facility means that certain senior secured credit facility, dated as of November 13, 2008, utilized to finance the purchase of the NBG Credit Facility Vessel, which has a term of ten (10) years and a rate of Libor + 1%. The unpaid principal balance on the NBG Credit Facility as of the Petition Date was approximately $29,925, Existing NBG Credit Facility Claims means all Claims outstanding under the Existing NBG Credit Facility, whether such Claims are secured or undersecured as of the Petition Date Existing Wells Fargo Credit Facility means that certain senior secured credit facility, dated as of July 28, 2010, utilized to finance the purchase of the Wells Fargo Credit Facility Vessel, which has a term of seven (7) years from the drawdown date and a rate of Libor + 2.5%. The unpaid principal balance on the Wells Fargo Credit Facility as of the Petition Date was approximately $6,756,