rdd Doc 88 Filed 03/03/17 Entered 03/03/17 19:53:42 Main Document Pg 1 of 146. In re : Chapter 11 Case No.

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1 Pg 1 of 146 Presentment Date and Time: March 14, 2017 at 12:00 p.m. (Eastern Time) Objection Deadline: March 13, 2017 at 4:00 p.m. (Eastern Time) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re : Chapter 11 Case No. ULTRAPETROL (BAHAMAS) LIMITED, et al., : (RDD) Debtors. : (Jointly Administered) NOTICE OF PRESENTMENT OF DEBTORS APPLICATION PURSUANT TO 11 U.S.C. 327(a) AND FED. R. BANKR. P. 2014(a) FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF ERNST & YOUNG PARAGUAY AUDITORES Y ASESORES DE NEGOCIOS AS INDEPENDENT AUDITOR AND TAX SERVICE PROVIDER TO THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE PLEASE TAKE NOTICE that upon the anneed Application for Order Authorizing Retention and Employment of Ernst & Young Paraguay Auditores Y Asesores De Negocios as Audit Services Provider for the Debtors and Debtors in Possession and Statement Pursuant to Federal Rule of Bankruptcy Procedure 2014(a) and Section 327(a) of the Bankruptcy Code Nunc Pro Tunc to the Commencement Date of Ultrapetrol (Bahamas) Limited ( UBL ) and certain of its wholly-owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively with UBL, Ultrapetrol or the Debtors ), the undersigned will present the attached proposed order to the Honorable Robert D. Drain, United States Bankruptcy Judge, for signature on March 14, 2017 at 12:00 p.m. (Eastern Time). PLEASE TAKE FURTHER NOTICE that any responses or objections to the proposed order (the Objections ) must be in writing, shall conform to the Federal Rules of Bankruptcy Procedure and the Local Bankruptcy Rules for the Southern District of New York,

2 Pg 2 of 146 and shall be filed with the Bankruptcy Court (a) by attorneys practicing in the Bankruptcy Court, including attorneys admitted pro hac vice, electronically in accordance with General Order M-399 (which can be found at and (b) by all other parties in interest, on a CD-ROM, in tet-searchable portable document format (PDF) (with a hard copy delivered directly to Chambers), in accordance with the customary practices of the Bankruptcy Court and General Order M-399, to the etent applicable, and shall be served in accordance with General Order M-399 (i) VIA ONLY upon the proposed attorneys for the Debtors, Zirinsky Law Partners PLLC, 375 Park Avenue, Suite 2607, New York, New York (Attn: Bruce R. Zirinsky, Esq. (bzirinsky@zirinskylaw.com), Sharon J. Richardson, Esq. (srichardson@zirinskylaw.com), and Gary D. Ticoll, Esq. (gticoll@zirinskylaw.com)) and Hughes Hubbard & Reed LLP, One Battery Park Plaza, New York, New York (Attn: Christopher K. Kiplok, Esq. (chris.kiplok@hugheshubbard.com) and Jeffrey S. Margolin, Esq. (jeff.margolin@hugheshubbard.com)), and (ii) VIA US MAIL, HAND DELIVERY, OR OVERNIGHT DELIVERY SERVICE upon (a) the Office of the United States Trustee for the Southern District of New York, 201 Varick Street, New York, NY (Attn: Susan Arbeit, Esq.) (susan.arbeit@usdoj.gov)), (b) counsel to the trustee under the Indenture for Ultrapetrol s 2021 Notes, Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, 100 Light Street, 19th Floor, Baltimore, MD (Attn: F. Thomas Rafferty, Esq. (trafferty@bakerdonelson.com)), (c) counsel to the informal committee of unaffiliated holders of Ultrapetrol s 2021 Notes, Milbank, Tweed, Hadley & McCloy LLP, 2029 Century Park East, 33rd Floor, Los Angeles, California (Attn: Eric R. Reimer, Esq. (ereimer@milbank.com)) and Milbank, Tweed, Hadley & McCoy LLP, 28 Liberty Street, New York, NY (Attn: Tyson M. Lomazow, Esq. (tlomazow@milbank.com)), (d) counsel to IFC and OFID, Mayer 2

3 Pg 3 of 146 Brown LLP, 71 S. Wacker Drive, Chicago, Illinois (Attn: Daniel P. Whitmore, Esq. (dwhitmore@mayerbrown.com) and Sean T. Scott, Esq. (stscott@mayerbrown.com)), (e) counsel to the agents under the Offshore Loan Agreements, White & Case LLP, 1155 Avenue of the Americas, New York, New York (Attn: Scott Greissman, Esq. (sgreissman@whitecase.com) and Mark Franke, Esq. (mark.franke@whitecase.com)), (f) counsel to Sparrow, Chadbourne & Parke LLP, 1301 Ave. of the Americas, New York, New York (Attn: Morton E. Grosz, Esq. (mgrosz@chadbourne.com), Kevin C. Smith, Esq. (ksmith@chadbourne.com), and Andrew Rosenblatt, Esq. (arosenblatt@chadbourne.com)), and (g) counsel to Ernst & Young Paraguay Auditores Y Asesores De Negocios, Alston & Bird LLP, 90 Park Avenue, New York, New York (Attn: John W. Weiss, Esq. (john.weiss@alston.com)), in each case so as to be received no later than March 13, 2017 at 4:00 p.m. (Eastern Time) (the Objection Deadline ). 3

4 Pg 4 of 146 PLEASE TAKE FURTHER NOTICE that unless Objections are received by the Objection Deadline, the Order may be signed. Dated: New York, New York March 3, 2017 /s/ Sharon J. Richardson Bruce R. Zirinsky Sharon J. Richardson Gary D. Ticoll ZIRINSKY LAW PARTNERS PLLC 375 Park Avenue, Suite 2607 New York, New York (212) bzirinsky@zirinskylaw.com srichardson@zirinskylaw.com gticoll@zirinskylaw.com Christopher K. Kiplok Jeffrey S. Margolin HUGHES HUBBARD & REED LLP One Battery Park Plaza New York, New York (212) chris.kiplok@hugheshubbard.com jeff.margolin@hugheshubbard.com Proposed Attorneys for the Debtors and Debtors in Possession 4

5 Pg 5 of 146 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re : Chapter 11 Case No. ULTRAPETROL (BAHAMAS) LIMITED, et al., : (RDD) Debtors. 1 : (Jointly Administered) DEBTORS APPLICATION PURSUANT TO 11 U.S.C. 327(a) AND FED. R. BANKR. P. 2014(a) FOR ENTRY OF AN ORDER AUTHORIZING AND APPROVING THE EMPLOYMENT AND RETENTION OF ERNST & YOUNG PARAGUAY AUDITORES Y ASESORES DE NEGOCIOS AS INDEPENDENT AUDITOR AND TAX SERVICE PROVIDER TO THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE TO THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE: Ultrapetrol (Bahamas) Limited ( UBL ) and certain of its wholly-owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively with UBL, Ultrapetrol or the Debtors ), respectfully represent: Background 1. On February 6, 2017 (the Commencement Date ) each of the Debtors filed with this Court a voluntary petition for relief under chapter 11 of title 11, United States Code (the Bankruptcy Code ). The Debtors are authorized to continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1. The Debtors in these chapter 11 cases are the following entities: Ultrapetrol (Bahamas) Limited, Arlene Investments, Inc.; Brinkley Shipping Inc.; Cedarino S.A.; Compañia Paraguaya De Transporte Fluvial S.A.; Dampierre Holdings Spain, S.A.; Danube Maritime Inc.; Dingle Barges Inc.; Eastham Barges Inc.; General Ventures Inc.; Hallandale Commercial Corp.; Longmoor Holdings, Inc.; Marine Financial Investment Corp.; Massena Port S.A.; Oceanpar S.A.; Parabal S.A.; Parfina S.A.; Princely International Finance Corp.; Regal International Investments S.A.; Riverpar S.A.; Riverview Commercial Corp.; Thurston Shipping Inc.; UABL Barges (Panama) Inc.; UABL Limited; UABL Paraguay S.A.; UABL Towing Services S.A.; UABL S.A.; Ultrapetrol S.A.; UPB (Panama) Inc.; UP River (Holdings) Ltd. (Bahamas); and UP River Terminals (Panama) S.A. The foreign equivalent of an EIN, if any, for each Debtor is set forth in its chapter 11 petition.

6 Pg 6 of of the Bankruptcy Code. No trustee, eaminer, or statutory committee of unsecured creditors has been appointed in these cases. 2. The Debtors chapter 11 cases are being jointly administered for procedural purposes only pursuant to Rule 1015(b) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ). Ultrapetrol s Businesses 3. Ultrapetrol is an industrial shipping company serving the marine transportation needs of clients in South America and the North Sea geographic markets. UBL, the parent holding company, is a public company whose shares of common stock trade on the OTCQB Venture Market under the symbol ULTR. Ultrapetrol and its non-debtor affiliates serve the shipping markets for grain, forest products, minerals, crude oil, petroleum and refined petroleum products, the general cargo and container trade, as well as the offshore oil platform supply market. Ultrapetrol focuses on operating an efficient and versatile fleet that will allow it to provide an array of transportation services to customers in several different industries. Its business strategy is to leverage its epertise and strong customer relationships to grow its volume, efficiency, and market share in a targeted manner. 4. Historically, Ultrapetrol has organized its business and evaluated performance by its operations in three business segments: River, Ocean, and Offshore Supply. Ultrapetrol s River Business, with 685 barges (of which 24 are under lease) and 35 pushboats as of January 31, 2017, is the largest owner and operator of river barges and pushboats that transport dry bulk and liquid cargos through the Hidrovia Region of South America, a large area with growing agricultural, forest, and mineral related eports that is crossed by navigable rivers that flow through Argentina, Brazil, Bolivia, Paraguay, and Uruguay to ports serviced by ocean eport vessels. The River Business also owns a barge building facility which is the most 2

7 Pg 7 of 146 modern of its kind in South America at Punta Alvear, one grain loading terminal, a new midstream transshipment station for agricultural products, and 50% of a joint venture on a second terminal in Paraguay, which can also load and discharge liquid cargos such as vegetable oils and petroleum products. Ultrapetrol s Ocean Business, which was recently sold in accordance with Ultrapetrol s agreement with the lenders to that business, owned two oceangoing vessels and bareboat chartered two other vessels. These vessels were employed in the South American coastal trade, where Ultrapetrol has held preferential rights and customer relationships. Non-Debtor affiliates that comprise the Offshore Supply Business own and operate thirteen platform supply vessels and one remotely-operated vehicle support vessel that provide critical logistical and transportation services for offshore petroleum eploration and production companies in the coastal waters of Brazil and the North Sea. 5. Detailed information regarding Ultrapetrol s business, capital structure, and the circumstances leading to the commencement of these chapter 11 cases is set forth in the Declaration of Damián Scokin Pursuant to Local Bankruptcy Rule The Debtors Prepackaged Plan 6. Prior to the Commencement Date, the Debtors solicited votes on proposed alternative joint prepackaged plans of reorganization under chapter 11 of the Bankruptcy Code pursuant to a disclosure statement, dated November 30, 2016 and a supplement thereto, dated January 17, 2017 (together, the Disclosure Statement ). The alternative plans contemplated two scenarios: (i) the implementation of a restructuring of Ultrapetrol s River and Ocean Business indebtedness as had been agreed with the secured lenders thereto, pursuant to which the Debtors, other than UBL, would be plan proponents (the Parent-Ecluded Plan ) or (ii) if the Debtors also obtained an agreement with the secured lenders to its Offshore Supply Business, the comprehensive agreed restructurings of Ultrapetrol s River, Ocean, and Offshore Supply 3

8 Pg 8 of 146 Business indebtedness, pursuant to which all Debtors would be plan proponents (the Parent- Included Plan ). As set forth in the Certification of Prime Clerk LLC Regarding the Solicitation of Votes and Tabulation of Ballots Cast on the Debtors Amended Prepackaged Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code (the Vote Certification ), filed on the Commencement Date, each of the Parent-Ecluded Plan and the Parent-Included Plan has been accepted by the classes required to confirm the Plan. 7. By the conclusion of the solicitation period on February 2, 2017, and after a year of discussions followed by an ehaustive marketing process and etensive and vigorous negotiations, Ultrapetrol had reached agreements for the comprehensive restructurings of its River, Ocean, and Offshore Supply Businesses, as reflected in, among other things, restructuring support agreements with both (i) their secured River and Ocean Business lenders, including the holders of over 84% of the 8.875% First Preferred Ship Mortgage Notes due 2021 (the 2021 Notes, and such holders, the Supporting Noteholders ), the International Finance Corporation ( IFC ), the OPEC Fund for International Development ( OFID ), and (ii) all of the holders of their secured Offshore Supply Business indebtedness (collectively, the Offshore Lenders ). 8. As eplained in the Disclosure Statement, the Debtors determination of whether to seek confirmation of the Parent-Included Plan or the Parent-Ecluded Plan was dependent upon whether (i) the Common Terms Agreement an agreement with the Offshore Lenders amending and restructuring their loans (the Offshore Loan Agreements ) was eecuted no later than two business days prior to the conclusion of the solicitation period and (ii) the Offshore Lenders voted to accept the Parent-Included Plan. These requirements have been satisfied, and accordingly, the Debtors are requesting that the Court confirm the Parent-Included Plan, which was overwhelmingly accepted by all classes entitled to vote, and will enable 4

9 Pg 9 of 146 Ultrapetrol to implement the comprehensive restructuring of its River, Ocean, and Offshore Supply Business indebtedness. 9. On the Commencement Date, the Debtors filed the proposed Debtors Second Amended Prepackaged Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code, dated February 6, 2017 (the Plan ) and the Disclosure Statement with the Court. Under the Parent-Included Plan, the assets and liabilities of the Debtors will be substantively consolidated for Plan purposes and certain affiliates of UBL s majority shareholder Southern Cross Latin America Private Equity Fund (collectively, Sparrow ) will purchase the River Business (free and clear of any and all claims, interests, liens, and encumbrances), for cash consideration in the amount of $73.0 million, and the Offshore Supply Business, comprised of non-debtor entities, for cash consideration in the amount of $2.5 million. The River and Ocean Business indebtedness owed to the holders of the 2021 Notes, IFC, and OFID of approimately $322.5 million will be satisfied by the payment of $73 million plus certain additional true-up amounts and the transfer of the proceeds from the sale of the Ocean Business; the Offshore Supply Business indebtedness owed by the Debtors non-debtor affiliates to the Offshore Lenders will be restructured out of court, the Offshore Lenders will receive a $10 million prepayment under the Offshore Loan Agreements ratably, and the guarantees by UBL of obligations to the Offshore Lenders will be canceled under the Plan. Other secured claims and general unsecured claims are unimpaired. Equity interests in UBL will be unimpaired; however, UBL may be dissolved after emergence from chapter Ultrapetrol believes that the Plan will achieve a substantial deleveraging of its balance sheet and avert the deterioration of value and disruptions to worldwide operations that could otherwise result from a protracted and contentious chapter 11 case. With the significant 5

10 Pg 10 of 146 support of Ultrapetrol s creditors, the Plan provides a fair and reasonable path for an epeditious restructuring and the preservation of Ultrapetrol s business and operations. Jurisdiction 11. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157 and This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper in this district pursuant to 28 U.S.C and Relief Requested 12. By this application, Ultrapetrol seeks entry of an order pursuant to section 327(a) of the Bankruptcy Code and Fed. R. Bankr. P. 2014(a), substantially in the form attached hereto, authorizing Ultrapetrol to employ and retain Ernst & Young Paraguay Auditores y Asesores de Negocios ( EY Paraguay ) (as described in the Di Iorio Affdavit, attached hereto and described below), nunc pro tunc to the Commencement Date to provide independent auditing and ta services pursuant to certain engagement letters, dated January 31, 2017 (collectively, the Engagement Letters ). In support of this application, Ultrapetrol submits the affidavit of Pablo José Di Iorio, a partner at EY Paraguay (the Di Iorio Affidavit ), attached hereto as Ehibit A and incorporated herein by reference. Copies of the Engagement Letters are anneed to the Di Iorio Affidavit. Scope of Services 13. Subject to further order of the Court, and as set forth more fully in the Di Iorio Affidavit and Engagement Letters, 2 in consideration for the compensation contemplated 2. The description of the Engagement Letters contained herein is intended to be a summary for the convenience of the Court and parties in interest and is not intended to modify any of the terms of the Engagement Letters. As such, the description of the Engagement Letters in this Application is qualified in all respects by the terms of the Engagement Letters. In the event of any conflict between the tet of this Application and the Engagement Letters, the Engagement Letters shall govern. 6

11 Pg 11 of 146 therein, EY Paraguay has rendered and will continue to render a broad range of auditing services (collectively, the Auditing Services ) and ta services (collectively, the Ta Services and together with the Auditing Services, the Services ) on behalf of Ultrapetrol. To the etent Ultrapetrol requests, EY Paraguay will continue to perform the Services in its role as independent auditor and ta service provider for Ultrapetrol. The Services include the following: 14. As set forth in the CPTF Audit Agreement attached to the Di Iorio Affidavit as Ehibit A-1, EY Paraguay has been engaged by Compañía Paraguaya de Transporte Fluvial S.A. to provide Services, including: Audit and report on the financial statements of Compañía Paraguaya de Transporte Fluvial S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the CPTF Audit Engagement. 15. As set forth in the Oceanpar Audit Agreement attached to the Di Iorio Affidavit as Ehibit A-2, EY Paraguay has been engaged by Oceanpar S.A. to provide Services, including: Audit and report on the financial statements of Oceanpar S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the Oceanpar Audit Engagement. 16. As set forth in the Parabal Audit Agreement attached to the Di Iorio Affidavit as Ehibit A-3, EY Paraguay has been engaged by Parabal S.A. to provide Services, including: 7

12 Pg 12 of 146 Audit and report on the financial statements of Parabal S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the Parabal Audit Engagement. 17. As set forth in the Parfina Audit Agreement attached to the Di Iorio Affidavit as Ehibit A-4, EY Paraguay has been engaged by Parfina S.A. to provide Services, including Audit and report on the financial statements of Parfina S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the Parfina Audit Engagement. 18. As set forth in the Riverpar Audit Agreement attached to the Di Iorio Affidavit as Ehibit A-5, EY Paraguay has been engaged by Riverpar S.A. to provide Services, including Audit and report on the financial statements of Riverpar S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay, and another report in accordance with the U.S. generally accepted accounting principles. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the CPTF Audit Engagement. Issue a report for consolidation purposes only and EY Paraguay s opinion will be submitted in an Internal Office Communication (IOC) addressed to Riverpar S.A. s corporate auditors, Pistrelli, Henry Martin y Asociados S.R.L. ( EY Argentina ), in accordance with the instructions received from them. 8

13 Pg 13 of As set forth in the UABL Audit Agreement attached to the Di Iorio Affidavit as Ehibit A-6, EY Paraguay has been engaged by UABL Paraguay S.A. to provide Services, including: Audit and report on the financial statements of UABL S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay, and another report in accordance with the U.S. generally accepted accounting principles. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the UABL Audit Engagement. Issue a report for consolidation purposes only and EY Paraguay s opinion will be submitted in an Internal Office Communication (IOC) addressed to UABL Paraguay S.A. s corporate auditors, EY Argentina, in accordance with the instructions received from them. EY Paraguay s Qualifications 20. EY Paraguay is a recognized accounting and financial services firm. Ultrapetrol has engaged EY Paraguay as its independent auditor and ta service provider since in or around 2002, during which time EY Paraguay has developed considerable familiarity with Ultrapetrol s businesses, including their operations and financial reporting systems and processes. Accordingly, EY Paraguay is uniquely qualified to provide audit and ta services to Ultrapetrol in these chapter 11 cases. Professional Compensation 21. EY Paraguay s retention by Ultrapetrol is conditioned upon its ability to be retained in accordance with its customary terms and conditions of employment, including the proposed compensation arrangements set forth in the Engagement Letters (the Fee Structures ). The Fee Structures are comparable to arrangements entered into by EY Paraguay and other professional services firms of comparable eperience for engagements of similar size and 9

14 Pg 14 of 146 compleity. Ultrapetrol believes that these Fee Structures are market-based and reasonable considering EY Paraguay s knowledge and eperience. 22. Subject to the Court s approval, pursuant to the terms and conditions of the Engagement Letters, Ultrapetrol understands that EY Paraguay intends to apply to the Court for allowance of compensation and reimbursement of epenses for the Services rendered to Ultrapetrol, in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, and any other applicable procedures and orders of the Court. 23. Specifically, pursuant to the Engagement Letters, EY Paraguay intends to charge the following fees: 24. EY Paraguay intends to charge a fee of $1,000 for the Services provided pursuant to the CPTF Audit Agreement plus Value Added Ta ( VAT ) of 10%. 25. EY Paraguay intends to charge a fee of $1,000 for the Services provided pursuant to the Oceanpar Audit Agreement plus VAT of 10%. 26. EY Paraguay intends to charge a fee of $1,000 for the Services provided pursuant to the Parabal Audit Agreement plus VAT of 10%. 27. EY Paraguay intends to charge a fee of $1,000 for the Services provided pursuant to the Parfina Audit Agreement plus VAT of 10%. 28. EY Paraguay intends to charge a fee of $4,000 for the Services provided pursuant to the Riverpar Audit Agreement plus VAT of 10%. 29. EY Paraguay intends to charge a fee of $12,000 for the Services provided pursuant to the UABL Audit Agreement plus VAT of 10% 30. Prior to any increases in the above charges, EY Paraguay would file a supplemental affidavit with the Court and provide ten business days notice to the Debtors, the 10

15 Pg 15 of 146 United States Trustee, and any official committee. Such supplemental affidavit shall eplain the basis for the requested increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code and state whether Ultrapetrol has consented to the increase. 31. In addition to the fees set forth above, Ultrapetrol shall reimburse EY Paraguay for all reasonable and necessary epenses, such as travel, meals and accommodations, incurred by EY Paraguay in connection with the Services provided under the Engagement Letters. 32. Ultrapetrol understands that EY Paraguay intends to file interim and final fee applications for the allowance of compensation for the Services rendered and reimbursement of epenses incurred in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, and any applicable orders of the Court, including any order granting this application. EY Paraguay s Disinterestedness 33. To the best of Ultrapetrol s knowledge, and ecept as disclosed in the Di Iorio Affidavit or schedules thereto: (a) EY Paraguay has no connection to Ultrapetrol, their significant creditors, or other significant related parties; (b) EY Paraguay does not hold any interest adverse to Ultrapetrol s estates for the matters for which EY Paraguay is to be employed; and (c) EY Paraguay is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code. 34. From November 8, 2016 through the Commencement Date, EY Paraguay received $68,200 of which $22,000 constituted retainer payments (the Retainer ) to EY Paraguay which Retainer continues to be held by EY Paraguay. 11

16 Pg 16 of As further described in the Di Iorio Affidavit, EY Paraguay has not provided, and will not provide, any professional services to any creditors or other parties in interest with respect to any matter adverse to Ultrapetrol in these chapter 11 cases.. No Duplication of Services 36. Ultrapetrol intends that the services of EY Paraguay will complement and not duplicate the services rendered by any other professional retained in these chapter 11 cases. EY Paraguay s services relate to the Debtors Paraguayan entities financials and which are consolidated into the Debtors parent company level audit being conducted by Pistrelli, Henry Martin y Asociados S.R.L. ( EY Argentina ). EY Paraguay understands Ultrapetrol has retained and may retain additional professionals during the term of its engagement, and agrees to work cooperatively with Ultrapetrol in its efforts to coordinate professionals so as to avoid duplicative work conducted by such professionals on behalf of Ultrapetrol. The Relief Requested Should Be Approved by the Court 37. Section 327(a) of the Bankruptcy Code authorizes a debtor to employ professionals that do not hold or represent an interest adverse to the estate, and that are disinterested persons. 11 U.S.C. 327(a). 38. As discussed above, to the best of Ultrapetrol s knowledge, EY Paraguay is a disinterested person within the meaning of section 101(14) of the Bankruptcy Code, and does not hold or represent an interest adverse to Ultrapetrol s estates. 39. EY Paraguay intends to apply for compensation for professional services rendered and reimbursement of epenses incurred in connection with these chapter 11 cases, subject to the Court s approval and in compliance with sections 300 and 331 of the Bankruptcy Code and applicable Bankruptcy Rules, Local Bankruptcy Rules, and any other applicable procedures and Orders of the Court, with certain limited modifications. 12

17 Pg 17 of Ultrapetrol respectfully submits that the Services provided by EY Paraguay are vital to Ultrapetrol and requests that the Court approve the Engagement Letters in substantially the form attached hereto. In addition, Ultrapetrol believes that the employment of EY Paraguay effective nunc pro tunc to the Commencement Date is warranted under the circumstances of these chapter 11 cases and that EY Paraguay should be compensated for its services prior to entry of an order approving the Application. Further, Ultrapetrol believes that no party in interest will be prejudiced by the granting of the nunc pro tunc employment because EY Paraguay has provided, and will continue to provide, valuable services to these estates in the interim period. 41. Courts in this jurisdiction have approved nunc pro tunc employment similar to that requested herein. See, e.g., In re Sabine Oil & Gas Corporation, No (SCC) (Bankr. S.D.N.Y. Oct. 16, 2015); In re Eagle Bulk Shipping Inc., No (SHL) (Bankr. S.D.N.Y. Sept. 19, 2014), In re Genco Shipping & Trading Ltd., No (SHL) (Bankr. S.D.N.Y. June 4, 2014). Notice 42. Notice of this application is being provided to (i) the Office of the United States Trustee for the Southern District of New York, (ii) counsel to the trustee under the Indenture for Ultrapetrol s 2021 Notes, (iii) counsel to the informal committee of unaffiliated holders of Ultrapetrol s 2021 Notes, (iv) counsel to IFC and OFID, (v) counsel to the agents under the Offshore Loan Agreements, (vi) counsel to Sparrow, (vii) counsel to Copernico Argentina Fund, and (viii) the Securities and Echange Commission. Ultrapetrol submits that, in view of the facts and circumstances, such notice is sufficient and no other or further notice need be given. 13

18 Pg 18 of 146 or to any other court. 43. No previous application for the relief sought herein has been made to this 14

19 Pg 19 of 146 WHEREFORE Ultrapetrol respectfully requests entry of an order granting the relief requested herein and such other and further relief as is just. Dated: March 3, 2017 ULTRAPETROL (BAHAMAS) LIMITED, (for itself and on behalf of its whollydirect and indirect subsidiaries, as owned Debtors and btors in Possession) Name: M ia Cecilia Yad Title: ief Financial Officer

20 Pg 20 of 146 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re : Chapter 11 Case No. ULTRAPETROL (BAHAMAS) LIMITED, et al., : (RDD) Debtors. 1 : (Jointly Administered) ORDER PURSUANT TO 11 U.S.C. 327(a) AND FED. R. BANKR. P. 2014(a) FOR AUTHORITY TO RETAIN AND EMPLOY ERNST & YOUNG PARAGUAY AUDITORES Y ASESORES DE NEGOCIOS AS INDEPENDENT AUDITOR AND TAX SERVICE PROVIDER TO THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE Upon the application, dated March 3, 2017 (the Application ), 2 of Ultrapetrol (Bahamas) Limited ( UBL ) and certain of its wholly-owned direct and indirect subsidiaries, as debtors and debtors in possession in the above-captioned chapter 11 cases (collectively with UBL, Ultrapetrol or the Debtors ), pursuant to section 327(a) of title 11 of the United States Code (the Bankruptcy Code ) and Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, for entry of an order authorizing Ultrapetrol to employ and retain Ernst & Young Paraguay Auditores y Asesores de Negocios ( EY Paraguay ) nunc pro tunc to the Commencement Date to provide auditing and ta services, all as more fully described in the Application; and upon the 1. The Debtors in these chapter 11 cases are the following entities: Ultrapetrol (Bahamas) Limited, Arlene Investments, Inc.; Brinkley Shipping Inc.; Cedarino S.A.; Compañia Paraguaya De Transporte Fluvial S.A.; Dampierre Holdings Spain, S.A.; Danube Maritime Inc.; Dingle Barges Inc.; Eastham Barges Inc.; General Ventures Inc.; Hallandale Commercial Corp.; Longmoor Holdings, Inc.; Marine Financial Investment Corp.; Massena Port S.A.; Oceanpar S.A.; Parabal S.A.; Parfina S.A.; Princely International Finance Corp.; Regal International Investments S.A.; Riverpar S.A.; Riverview Commercial Corp.; Thurston Shipping Inc.; UABL Barges (Panama) Inc.; UABL Limited; UABL Paraguay S.A.; UABL Towing Services S.A.; UABL S.A.; Ultrapetrol S.A.; UPB (Panama) Inc.; UP River (Holdings) Ltd. (Bahamas); and UP River Terminals (Panama) S.A. The foreign equivalent of an EIN, if any, for each Debtor is set forth in its chapter 11 petition. 2. Capitalized terms not otherwise herein defined shall have the meanings ascribed to such terms in the Application.

21 Pg 21 of 146 Affidavit of Pablo José Di Iorio, dated February 10, 2017, anneed to the Application (the Di Iorio Affidavit ) and the Court being satisfied, based on the representations made in the Application and the Di Iorio Affidavit, that EY Paraguay is disinterested, as such term is defined in section 101(14) of the Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy Code, and that EY Paraguay represents no interest adverse to the Debtors estates with respect to the matters upon which it is to be engaged; and the Court having jurisdiction to consider the Application and the relief requested therein in accordance with 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference M-431, dated January 31, 2012 (Preska, C.J.); and consideration of the Application and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before this Court pursuant to 28 U.S.C and 1409; and due and proper notice of the Application having been provided to (i) the Office of the United States Trustee for the Southern District of New York, (ii) counsel to the trustee under the Indenture for Ultrapetrol s 2021 Notes, (iii) counsel to the informal committee of unaffiliated holders of Ultrapetrol s 2021 Notes, (iv) counsel to IFC and OFID, (v) counsel to the agents under the Offshore Loan Agreements, (vi) counsel to Sparrow, (vii) counsel to Copernico Argentina Fund, and (viii) the Securities and Echange Commission; and it appearing that no other or further notice need be provided; and upon the Application, the papers in support thereof and the responses thereto, if any, and the Di Iorio Affidavit,; and the Court having found and determined that the relief sought in the Application is in the best interests of Ultrapetrol, its estates, creditors, and all parties in interest; and that the legal and factual bases set forth in the Application establish just cause for the relief granted herein; and after due deliberation and sufficient cause appearing therefor, it is 2

22 Pg 22 of 146 ORDERED that the Application is granted nunc pro tunc to the Commencement Date to the etent provided herein; and it is further ORDERED that pursuant to sections 327, 330, and 331 of the Bankruptcy Code and Fed. R. Bankr. P. 2014, Ultrapetrol is authorized to employ and retain EY Paraguay as their independent auditor and ta service provider in accordance with the terms and provisions of the Engagement Letters; and it is further ORDERED that the compensation and reimbursement of epenses of EY Paraguay shall be sought upon, and paid only upon an order granting, a proper application pursuant to 330 and 331 of the Bankruptcy Code, as the case may be, and the applicable Bankruptcy Rules, Local Rules, and fee and epense guidelines and orders of this Court; and it is further ORDERED that the terms of the Engagement Letters are approved in all respects ecept as limited or modified herein; and it is further ORDERED that EY Paraguay is authorized to apply the Retainer to satisfy any unbilled or other remaining prepetition fees and epenses EY Paraguay becomes aware of during its ordinary course billing review and reconciliation; and it is further ORDERED EY Paraguay shall apply any remaining amounts of its Retainer as a credit towards postpetition fees and epenses, after such postpetition fees and epenses are approved pursuant to the first Order of the Court awarding fees and epenses to EY Paraguay; and it is further ORDERED that, prior to any increases in EY Paraguay s proposed fee structure, EY Paraguay shall file a supplemental affidavit with the Court and provide ten business days notice to Ultrapetrol, the U.S. Trustee, and any official committee, which supplemental affidavit 3

23 Pg 23 of 146 shall eplain the basis for the requested increases in accordance with section 330(a)(3)(F) of the Bankruptcy Code and state whether Ultrapetrol has consented to the increase; and it is further ORDERED that, notwithstanding anything to the contrary herein, the United States Trustee and any statutory committee appointed in these cases retain all rights to object to EY Paraguay s interim and final fee applications (including epense reimbursement and any request for counsel fees) based upon the reasonableness standard of section 330 of the Bankruptcy Code; and it is further ORDERED that to the etent that there is any inconsistency between the terms of the Application, the Engagement Letters, or this Order, the terms of this Order shall govern; and it is further ORDERED that Ultrapetrol is authorized and empowered to take all actions necessary or appropriate to implement the relief granted in this Order in accordance with the Application; and it is further ORDERED that notwithstanding anything contained in the Engagement Letters to the contrary, this Court shall retain jurisdiction to hear and determine all matters arising from or related to this Order. Dated: White Plains, New York March, 2017 United States Bankruptcy Judge 4

24 Pg 24 of 146 Ehibit A Di Iorio Affidavit

25 Pg 25 of 146 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK In re: ) ) Chapter 11 ULTRAPETROL (BAHAMAS) LIMITED, et al., ) ) Case No (RDD) Debtors. 1 ) ) (Joint Administration Pending) AFFIDAVIT IN SUPPORT OF APPLICATION FOR ORDER AUTHORIZING RETENTION AND EMPLOYMENT OF ERNST & YOUNG PARAGUAY AUDITORES Y ASESORES DE NEGOCIOS AS AUDIT SERVICES PROVIDER FOR THE DEBTORS AND DEBTORS IN POSSESSION AND STATEMENT PURSUANT TO FEDERAL RULE OF BANKRUPTCY PROCEDURE 2014(a) AND SECTION 327(a) OF THE BANKRUPTCY CODE NUNC PRO TUNC TO FEBRUARY 6, 2017 Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), Pablo José Di Iorio, being duly sworn, deposes and says: 1. I am a partner of Ernst & Young Paraguay Auditores y Asesores de Negocios, an EYGL (as defined below) member firm located in Paraguay ( EY Paraguay ). I provide this Affidavit on behalf of EY Paraguay in support of the Application (the Application ) of Ultrapetrol (Bahamas) Limited, et al., as debtors and debtors in possession herein (the Debtors ) to retain EY Paraguay to provide audit services, nunc pro tunc to February 6, 2017 (the Petition Date ), pursuant to the terms and conditions set forth in the following agreements between the Debtors and EY Paraguay: (i) the audit engagement letter between Debtor Compañía Paraguaya de Transporte Fluvial S.A. and EY Paraguay, dated January 31, 2017 (the CPTF Audit Agreement, attached hereto as Ehibit A-1), (ii) the audit engagement letter 1 The Debtors in these chapter 11 cases are the following entities: Ultrapetrol (Bahamas) Limited; Arlene Investments, Inc.; Brinkley Shipping Inc.; Cedarino S.A.; Compañia Paraguaya De Transporte Fluvial S.A.; Dampierre Holdings Spain, S.L.; Danube Maritime Inc.; Dingle Barges Inc.; Eastham Barges Inc.; General Ventures Inc.; Hallandale Commercial Corp.; Longmoor Holdings Inc.; Marine Financial Investment Corp.; Massena Port S.A.; Oceanpar S.A.; Parabal S.A.; Parfina S.A.; Princely International Finance Corp.; Regal International Investments S.A.; Riverpar S.A.; Riverview Commercial Corp.; Thurston Shipping Inc.; UABL Barges (Panama) Inc.; UABL Limited; UABL Paraguay S.A.; UABL Towing Services S.A.; UABL S.A.; Ultrapetrol S.A.; UPB (Panama) Inc.; UP River (Holdings) Ltd. (Bahamas); and UP River Terminals (Panama) S.A. The foreign equivalent of an EIN, if any, for each Debtor is set forth in its chapter 11 petition. LEGAL02/ v6

26 Pg 26 of 146 between Debtor Oceanpar S.A. and EY Paraguay, dated January 31, 2017 (the Oceanpar Audit Agreement, attached hereto as Ehibit A-2), (iii) the audit engagement letter between Debtor Parabal S.A. and EY Paraguay, dated January 31, 2017 (the Parabal Audit Agreement, attached hereto as Ehibit A-3), (iv) the audit engagement letter between Debtor Parfina S.A. and EY Paraguay, dated January 31, 2017 (the Parfina Audit Agreement, attached hereto as Ehibit A-4), (v) the audit engagement letter between Debtor Riverpar S.A. and EY Paraguay, dated January 31, 2017 (the Riverpar Audit Agreement, attached hereto as Ehibit A-5), and (vi) the audit engagement letter between Debtor UABL Paraguay S.A. and EY Paraguay, dated January 31, 2017 (the UABL Audit Agreement, attached hereto as Ehibit A-6, together with the CPTF Audit Agreement, the Oceanpar Audit Agreement, the Parabal Audit Agreement, the Parfina Audit Agreement, and the RiverPar Audit Agreement, the Engagement Letters, and each individually an Engagement Letter ). Unless otherwise defined, all capitalized terms used herein shall have the meanings given to them in the Application. 2. The facts set forth in my affidavit are based upon my personal knowledge, upon information and belief, and upon client matter records kept in the ordinary course of business that were reviewed by me or other employees of EY Paraguay under my supervision and direction. The procedures pursuant to which EY Paraguay determined whether there were any connections between EY Paraguay and interested parties in these cases is described below. The results of that investigation are set forth herein and in Ehibit B appended hereto. 3. As set forth in further detail in the Engagement Letters, EY Paraguay has agreed to provide certain audit services (the Services ) to the Debtors in connection with these Chapter 11 cases upon approval of the Court, a summary description of which Services is set forth below and fully described in each respective Engagement Letter: 2

27 Pg 27 of 146 CPTF Audit Agreement As set forth in the CPTF Audit Agreement attached hereto as Ehibit A-1, EY Paraguay has been engaged by Compañía Paraguaya de Transporte Fluvial S.A. to provide certain audit services subsequent to Ultrapetrol (Bahamas) Limited filing a petition under Chapter 11 of the United States Bankruptcy Code on or about February 6, 2017, in which Compañía Paraguaya de Transporte Fluvial S.A. is included as a debtor. Such services are contingent upon the Bankruptcy Court s approval of EY Paraguay s retention in accordance with the terms and conditions that are set forth in the CPTF Audit Agreement and include: Audit and report on the financial statements of Compañía Paraguaya de Transporte Fluvial S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the CPTF Audit Engagement. Oceanpar Audit Agreement As set forth in the Oceanpar Audit Agreement attached hereto as Ehibit A-2, EY Paraguay has been engaged by Oceanpar S.A. to provide certain audit services subsequent to Ultrapetrol (Bahamas) Limited filing a petition under Chapter 11 of the United States Bankruptcy Code on or about February 6, 2017, in which Oceanpar S.A. is included as a debtor. Such services are contingent upon the Bankruptcy Court s approval of EY Paraguay s retention in accordance with the terms and conditions that are set forth in the Oceanpar Audit Agreement and include: Audit and report on the financial statements of Oceanpar S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the Oceanpar Audit Engagement. 3

28 Pg 28 of 146 Parabal Audit Agreement As set forth in the Parabal Audit Agreement attached hereto as Ehibit A-3, EY Paraguay has been engaged by Parabal S.A. to provide certain audit services subsequent to Ultrapetrol (Bahamas) Limited filing a petition under Chapter 11 of the United States Bankruptcy Code on or about February 6, 2017, in which Parabal S.A. is included as a debtor. Such services are contingent upon the Bankruptcy Court s approval of EY Paraguay s retention in accordance with the terms and conditions that are set forth in the Parabal Audit Agreement and include: Audit and report on the financial statements of Parabal S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the Parabal Audit Engagement. Parfina Audit Agreement As set forth in the Parfina Audit Agreement attached hereto as Ehibit A-4, EY Paraguay has been engaged by Parfina S.A. to provide certain audit services subsequent to Ultrapetrol (Bahamas) Limited filing a petition under Chapter 11 of the United States Bankruptcy Code on or about February 6, 2017, in which Parfina S.A. is included as a debtor. Such services are contingent upon the Bankruptcy Court s approval of EY Paraguay s retention in accordance with the terms and conditions that are set forth in the Parfina Audit Agreement and include: Audit and report on the financial statements of Parfina S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay. Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the Parfina Audit Engagement. 4

29 Pg 29 of 146 Riverpar Audit Agreement As set forth in the Riverpar Audit Agreement attached hereto as Ehibit A-5, EY Paraguay has been engaged by Riverpar S.A. to provide certain audit services subsequent to Ultrapetrol (Bahamas) Limited filing a petition under Chapter 11 of the United States Bankruptcy Code on or about February 6, 2017, in which Riverpar S.A. is included as a debtor. Such services are contingent upon the Bankruptcy Court s approval of EY Paraguay s retention in accordance with the terms and conditions that are set forth in the Riverpar Audit Agreement and include: Audit and report on the financial statements of Riverpar S.A. for the year ended December 31, 2016, prepared in accordance with accounting standards generally accepted in Paraguay, and another report in accordance with the U.S. generally accepted accounting priciples (US GAAP). Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the CPTF Audit Engagement. Issue a report for consolidation purposes only and EY Paraguay s opinion will be submitted in an Internal Office Communication (IOC) addressed to Riverpar s corporate auditors, Ernst & Young Argentina (Pistrelli, Henry Martin y Asociados S.R.L.), in accordance with the instructions received from them. UABL Audit Agreement As set forth in the UABL Audit Agreement attached hereto as Ehibit A-6, EY Paraguay has been engaged by UABL Paraguay S.A. to provide certain audit services subsequent to Ultrapetrol (Bahamas) Limited filing a petition under Chapter 11 of the United States Bankruptcy Code on or about February 6, 2017, in which UABL Paraguay S.A. is included as a debtor. Such services are contingent upon the Bankruptcy Court s approval of EY Paraguay s retention in accordance with the terms and conditions that are set forth in the UABL Audit Agreement and include: Audit and report on the financial statements of UABL S.A. for the year ended December 31, 2016, prepared in accordance 5

30 Pg 30 of 146 with accounting standards generally accepted in Paraguay, and another report in accordance with the U.S. generally accepted accounting priciples (US GAAP). Perform the ta review for the year ended December 31, 2016 and issue a report in compliance with Article 33 of Law 2421 and its regulations issued by the Subsecretaría de Estado de Tributación (Ministerio de Hacienda), ecept for RG N 93/16 as mentioned in paragraphs 9 and 18 of the UABL Audit Engagement. Issue a report for consolidation purposes only and EY Paraguay s opinion will be submitted in an Internal Office Communication (IOC) addressed to UABL Paraguay S.A. s corporate auditors, Ernst & Young Argentina (Pistrelli, Henry Martin y Asociados S.R.L.), in accordance with the instructions received from them. 4. Subject to the Court s approval and pursuant to the terms and conditions of the Engagement Letter, EY Paraguay intends to charge the Debtors for the Services rendered in these Chapter 11 cases as set forth below: CPTF Audit Agreement The Debtors shall pay EY Paraguay a fee of $1,000 for the Services provided pursuant to the CPTF Audit Agreement plus Value Added Ta of 10%. Oceanpar Audit Agreement The Debtors shall pay EY Paraguay a fee of $1,000 for the Services provided pursuant to the Oceanpar Audit Agreement plus Value Added Ta of 10%. Parabal Audit Agreement The Debtors shall pay EY Paraguay a fee of $1,000 for the Services provided pursuant to the Parabal Audit Agreement plus Value Added Ta of 10%. 6

31 Pg 31 of 146 Parfina Audit Agreement The Debtors shall pay EY Paraguay a fee of $1,000 for the Services provided pursuant to the Parfina Audit Agreement plus Value Added Ta of 10%. Riverpar Audit Agreement The Debtors shall pay EY Paraguay a fee of $4,000 for the Services provided pursuant to the Riverpar Audit Agreement plus Value Added Ta of 10%. UABL Audit Agreement The Debtors shall pay EY Paraguay a fee of $12,000 for the Services provided pursuant to the UABL Audit Agreement plus Value Added Ta of 10%. In addition to the fees set forth above, the Debtors shall reimburse EY Paraguay for any direct epenses incurred in connection with EY Paraguay s retention in these cases and the performance of the Services set forth in the Engagement Letters. EY Paraguay s direct epenses shall include, but not be limited to, reasonable and customary out-of-pocket epenses for items such as travel, meals, accommodations and other epenses (including any fees or reasonable epenses of EY Paraguay s legal counsel) specifically related to this engagement. 5. The Debtors or EY Paraguay may terminate the Engagement Letters at any time, but in any event the Engagement Letters will terminate upon the effective date of the Debtors confirmed plan of reorganization, or liquidation of the assets under Chapter 11 or 7 of the Bankruptcy Code, or otherwise. Upon any such termination of the Engagement Letters, the Debtors will remain obligated to pay all accrued fees and epenses as of the effective date of such termination. 7

32 Pg 32 of Copies of the Engagement Letters are submitted with this Affidavit for approval. 2 EY Paraguay s provision of Services to the Debtors is contingent upon the Court s approval of each term and condition set forth in the Engagement Letters. Included among the terms and conditions set forth in the Engagement Letters is language substantially similar to the following: Any controversy or claim with respect to, in connection with, arising out of, or in any way related to this Agreement or the services provided hereunder (including any such matter involving any parent, subsidiary, affiliate, successor in interest or agent of Company or its subsidiaries or of EY) shall be brought in the Bankruptcy Court or the applicable district court (if such district court withdraws the reference) and the parties to this Agreement, and any and all successors and assigns thereof, consent to the jurisdiction and venue of such court as the sole and eclusive forum (unless such court does not have jurisdiction and venue of such claims or controversies) for the resolution of such claims, causes of action or lawsuits. The parties to this Agreement, and any and all successors and assigns thereof, hereby waive trial by jury, such waiver being informed and freely made. If the Bankruptcy Court, or the district court upon withdrawal of the reference, does not have or retain jurisdiction over the foregoing claims or controversies, the parties to this Agreement and any and all successors and assigns thereof, agree to submit first to nonbinding mediation; and, if mediation is not successful, then to binding arbitration, in accordance with the dispute resolution procedures as set forth in the attachment to this Agreement, which is incorporated herein by reference. Judgment on any arbitration award may be entered in any court having proper jurisdiction. The foregoing is binding upon Company, EY and any all successors and assigns thereof. 7. In addition, included among the terms and conditions set forth in each of the Engagement Letters is limitation of liability language substantially similar to the following: You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any other EY Firm or our or its subcontractors, members, shareholders, directors, officers, partners, principals or employees ( EY Persons ). You shall make any claim or bring proceedings only against us. The limitations are 2 To the etent that this Affidavit and the terms of the Engagement Letters are inconsistent, the terms of the Engagement Letters shall control. 8

33 Pg 33 of 146 intended to benefit the other EY Firms and all EY Persons, who shall be entitled to enforce them. 8. In connection with EY Paraguay s proposed retention by the Debtors, EY Paraguay has requested and obtained from counsel to the Debtors or the record in these cases, the names of the following entities: (a) Debtors; (b) Debtors Attorneys (general counsel and special bankruptcy counsel); (c) Debtors Other Professionals retained in connection with the Chapter 11 proceeding; (d) Debtors Affiliates; (e) Debtors Affiliates Attorneys; (f) Debtors Affiliates Other Professionals retained in connection with the Chapter 11 proceedings; (g) Debtors Officers; (h) Debtors Officers Attorneys retained in connection with the Chapter 11 proceeding (i) Debtors Officers Other Business Affiliations (j) Debtors Directors (k) Debtors Directors Attorneys retained in connection with the Chapter 11 proceeding; (l) Debtors Directors Other Business Affiliations (m) Debtors Major Shareholders (5% or more); (n) Debtors Major Shareholders Attorneys retained in connection with the Chapter 11 proceeding; (o) All Secured Lenders, including DIP lenders; (p) All Secured Lenders Attorneys retained in connection with the Chapter 11 proceeding; (q) All Substantial Unsecured Bondholders or Lenders; (r) All Substantial Unsecured Bondholders or Lenders Attorneys retained in connection with the Chapter 11 proceeding; (s) All Indenture Trustees; (t) All Indenture Trustees Attorneys retained in connection with the Chapter 11 proceeding; (u) Official Statutory Committees Members (All Committees); (v) Official Statutory Committees Attorneys (for each Official Committee) (w) Official Statutory Committees Other Professionals retained by each Official Committee; () Official Statutory Committee Members Attorneys retained in connection with the Chapter 11 proceeding; (y) Forty Largest Unsecured Creditors (as of the date of filing); (z) Forty Largest Unsecured Creditors Attorneys retained in connection with the Chapter 11 proceeding; 9

34 Pg 34 of 146 (aa) (ab) (ac) (ad) Parties to the Debtors Significant Eecutory Contracts and Leases; Parties to the Debtors Significant Eecutory Contracts and Leases Attorneys retained in connection with the Chapter 11 proceeding; Other Significant Parties-in-Interest including parties in material litigation against the Debtors; and/or parties to potential significant transactions with the Debtors; and Other Significant Parties-in-Interest s Attorneys retained in connection with the Chapter 11 proceeding. The identities of these interested parties are set forth on Ehibit B to this Affidavit. 9. EY Paraguay has not received from counsel to the Debtors, or does not know of, any persons or entities that would fall into categories e, f, h, k, n, p, q, r, t, u, v, w,, z, and ab set forth above. As to those persons or entities identified in the remaining categories set forth above, EY Paraguay searched or caused to be searched certain databases to determine whether EY Paraguay has provided in the recent past or is currently providing services to the parties-ininterest listed in Ehibit B attached hereto. To the etent that EY Paraguay s research of relationships with parties-in-interest in these cases indicated that EY Paraguay has in the recent past, or currently has, a client relationship with such parties-in-interest in matters unrelated to these Chapter 11 cases, EY Paraguay has so indicated in the attached Ehibit B to the Affidavit. 10. EY Paraguay may perform services for its clients that relate to the Debtors merely because such clients may be creditors or counterparties to transactions with the Debtors and whose assets and liabilities may thus be affected by the Debtors status. The disclosures set forth herein do not include specific identification of such services. If such clients of EY Paraguay are potential parties-in-interest in these cases, Ehibit B hereto indicates that they are also clients of EY Paraguay. Should additional significant relationships with parties-in-interest become known to EY Paraguay, a supplemental affidavit will be filed by EY Paraguay with the Court. 11. The Ernst & Young global network comprises independent professional services practices conducted by separate legal entities throughout the world. Such legal entities are 10

35 Pg 35 of 146 members of Ernst & Young Global Limited ( EYGL ), a company incorporated under the laws of England and Wales and limited by guarantee, with no shareholders and no capital. The member firms of EYGL have agreed to operate certain of their professional practices in accordance with agreed standards, but remain separate legal entities. 12. In the ordinary course of business, certain EYGL member firms located throughout the world (collectively referred to herein as EY Support Firms ) provide various professional, administrative and back office support services ( Support Services ) for other EYGL member firms throughout the world, as requested, coordinated and directed by the EYGL member firms (including EY Paraguay) to whom such Support Services are provided. 13. EYGL member firms (including EY Paraguay) that elect to utilize Support Services in a given year contract for allocation of a set number of EY Support Firms professional hours for that year, and may pay such EY Support Firms a fied amount for such assistance on a full time equivalent basis, plus any related epenses incurred by such EY Support Firms in connection with the provision of related Support Services. The EY Support Firms operate as cost centers. If EY Support Firms over recover their cost during the course of a year for Support Services, such over recovery may be returned to the EYGL member firms utilizing such Support Services as determined by a formula put in place each year by an operations supervisory group related to the EY Support Firms. 14. One particular Support Service performed for EY Paraguay by an EY Support Firm located in India (specifically, Ernst & Young Services Pvt Ltd. ( EY Services )) is connections check related services. EY Paraguay utilized and relied upon EY Services in performing EY Paraguay s connections check in order to prepare and eecute this Affidavit. The 11

36 Pg 36 of 146 costs paid by EY Paraguay to EY Services for such connections check related services will not be billed to the Debtors. 15. Notwithstanding any use of EY Support Firms, EY Paraguay shall remain fully and solely responsible for any liabilities and obligations in respect of EY Paraguay s engagement and Services during these cases. 16. Prior to the Petition Date, various EYGL member firms provided services to certain non-debtor foreign affiliates of the Debtors pursuant to contractual arrangements with such non-debtor foreign affiliates. During the Debtors chapter 11 cases, certain EYGL member firms may continue to provide such services and be paid by the Debtors non-debtor foreign affiliates, which services may relate to the Services provided by EY Paraguay pursuant to the Engagement Letters. 17. As part of its practice, EY Paraguay appears in cases, proceedings and transactions involving many different attorneys, financial advisors and creditors, some of which may represent or be claimants and/or parties in interest in these cases. EY Paraguay will have no relationship with any such entity, attorney or financial advisor that would be materially adverse to the Debtors. 18. EY Paraguay has numerous professional employees. It is possible that certain employees of EY Paraguay may have business associations with parties in interest in these cases or hold securities of the Debtors or interests in mutual funds or other investment vehicles that may own securities of the Debtors. 19. To the best of my knowledge, information and belief, formed after reasonable inquiry, none of the services rendered by EY Paraguay to the entities set forth in Ehibit B hereto have been in connection with the Debtors or these Chapter 11 cases. EY Paraguay believes that 12

37 Pg 37 of 146 these relationships will not impair EY Paraguay s ability to objectively perform professional services on behalf of the Debtors. EY Paraguay will not accept any engagement that would require EY Paraguay to represent an interest materially adverse to the Debtors. 20. To the best of my knowledge, information and belief, neither the undersigned nor the EY Paraguay professionals epected to assist the Debtors in these matters are connected to the Judge, U.S. Trustee or Assistant U.S. Trustee assigned to this matter. 21. Despite the efforts described above to identify and disclose connections with parties-in-interest in these cases, because the Debtors are a large enterprise with numerous creditors and other relationships, EY Paraguay is unable to state with certainty that every client representation or other connection of EY Paraguay with parties-in-interest in these cases has been disclosed herein. If EY Paraguay discovers additional information that requires disclosure, EY Paraguay will file supplemental disclosures with the Court. 22. To the best of my knowledge, information and belief formed after reasonable inquiry, EY Paraguay does not hold nor represent any interest materially adverse to the Debtors in the matters for which EY Paraguay is proposed to be retained. The proposed employment of EY Paraguay is not prohibited by or improper under Bankruptcy Rule Accordingly, I believe that EY Paraguay is eligible for retention by the Debtors under Title 11 of the United States Code (the Bankruptcy Code ). 23. To the best of my knowledge, information and belief, prior to the Petition Date, EY Paraguay performed certain professional services for the Debtors. At the Debtors request following the Petition Date and prior to Court approval of EY Paraguay s engagement in these cases, EY Paraguay may provide in its sole discretion certain of the Services described in the 13

38 Pg 38 of 146 Engagement Letters. Thus, EY Paraguay requests that its retention be authorized as of the Petition Date. 24. As of February 6, 2017, EY Paraguay was owed $0 by the Debtors in respect of services provided by EY Paraguay prior to the Petition Date. 25. During the ninety days immediately preceding the Petition Date, the Debtors paid to EY Paraguay amounts totaling $68,200 ($22,000 of which constituted retainer payments). 26. EY Paraguay is currently holding a retainer totaling $22,000 (the Retainer ), which Retainer is to be applied by EY Paraguay in payment of compensation and reimbursement of epenses incurred in the future, subject to prior Court approval as set forth below. 27. Ecept as otherwise set forth herein, EY Paraguay has not shared or agreed to share any of its compensation in connection with this matter with any other person. 28. EY Paraguay intends to apply to the Court for payment of compensation and reimbursement of epenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules of this Court and the Engagement Letters, and pursuant to any additional procedures that may be established by the Court in these cases. 14

39 Pg 39 of 146 ~ Dated: f,eb_ 10"1, 2017 Pablo Jose Di Iorio ~ E JAVIER RAMIRE'fo'TANO.._... --= NOTARIO PUBLICO Notary Pub Reg. N 2!!92 (ii Garay N 586 asq. M Bertoni Telefa Asunci6n Paraguay

40 Pg 40 of 146 Ehibit A-1 CPTF Audit Agreement

41 Pg 41 of 146

42 Pg 42 of 146

43 Pg 43 of 146

44 Pg 44 of 146

45 Pg 45 of 146

46 Pg 46 of 146

47 Pg 47 of 146

48 Pg 48 of 146

49 Pg 49 of 146

50 Pg 50 of 146

51 Pg 51 of 146

52 Pg 52 of 146

53 Pg 53 of 146 Ehibit A-2 Oceanpar Audit Agreement

54 Pg 54 of 146

55 Pg 55 of 146

56 Pg 56 of 146

57 Pg 57 of 146

58 Pg 58 of 146

59 Pg 59 of 146

60 Pg 60 of 146

61 Pg 61 of 146

62 Pg 62 of 146

63 Pg 63 of 146

64 Pg 64 of 146

65 Pg 65 of 146

66 Pg 66 of 146 Ehibit A-3 Parabal Audit Agreement

67 Pg 67 of 146

68 Pg 68 of 146

69 Pg 69 of 146

70 Pg 70 of 146

71 Pg 71 of 146

72 Pg 72 of 146

73 Pg 73 of 146

74 Pg 74 of 146

75 Pg 75 of 146

76 Pg 76 of 146

77 Pg 77 of 146

78 Pg 78 of 146

79 Pg 79 of 146 Ehibit A-4 Parfina Audit Agreement

80 Pg 80 of 146

81 Pg 81 of 146

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89 Pg 89 of 146

rdd Doc 29 Filed 02/06/17 Entered 02/06/17 23:38:03 Main Document Pg 1 of 70. In re : Chapter 11 Case No.

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