scc Doc 478 Filed 02/12/18 Entered 02/12/18 18:51:19 Main Document Pg 1 of 8

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1 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 1 of 8 TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Frank A. Oswald Kyle J. Ortiz Brian F. Moore Lauren L. Peacock Counsel to the Debtors and Debtors in Possession Presentment Date February 27, 2018 at 1200 p.m. (Prevailing Eastern Time) Objection Deadline February 27, 2018 at 1100 a.m. (Prevailing Eastern Time) UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re TOISA LIMITED, et al., Debtors. 1 x Chapter 11 Case No (SCC) (Jointly Administered) DEBTORS APPLICATION FOR AN ORDER EXPANDING THE RETENTION OF ZOLFO COOPER MANAGEMENT, LLC TO AUTHORIZE THE DESIGNATION OF JOHN JASON KEYES AS CHIEF FINANCIAL OFFICER OF THE DEBTORS AND AMEND THE SERVICES AGREEMENT TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE Toisa Limited and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), hereby make this application (the Motion ) for an order, substantially in the form attached hereto as Exhibit A 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 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 2 of 8 expanding the retention of Zolfo Cooper Management, LLC ( Zolfo Cooper ), to authorize the designation of John Jason Keyes as the Debtors Chief Financial Officer ( CFO ), subject to approval of the Board of Directors of Toisa Limited (the Reconstituted Board ), and amend the Services Agreement by and between the Debtors, Zolfo Cooper, and Mr. Mitchell (the Amendment ), the form of which is annexed as Exhibit 1 to Exhibit A attached hereto and incorporated herein by reference. In support of this Motion, the Debtors rely on the declaration of Mr. Mitchell that was submitted in support of Zolfo Cooper s management retention [Docket No ] and submit the declaration of Jason Keyes (the Keyes Declaration ), which is attached hereto as Exhibit B. JURISDICTION AND VENUE 1. This Court has jurisdiction to consider this Motion under 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated December 1, This is a core proceeding under 28 U.S.C. 157(b). Venue is proper in this district under 28 U.S.C and The statutory predicates for the relief requested are Bankruptcy Code sections 105(a) and 363(b) of title 11 of the United States Code, 11 U.S.C. 101 et seq. (the Bankruptcy Code ), Bankruptcy Rule 2016, and Rule of the Local Bankruptcy Rules for the Southern District of New York (the LBRs ). BACKGROUND 3. On January 29, 2017 (the Petition Date ), the Debtors each commenced a case by filing a petition for relief under chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. The Debtors chapter 2

3 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 3 of 8 11 cases (the Chapter 11 Cases ) have been consolidated for procedural purposes only and are being jointly administered. 4. The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to Bankruptcy Code sections 1107 and On May 18, 2017, the United States Trustee for the Southern District of New York (the U.S. Trustee ) appointed the Creditors Committee. On June 12, 2017, the United States Trustee filed an amended Notice of Appointment of Official Committee of Unsecured Creditors [Docket No. 199]. 6. On August 1, 2017, this Court entered an Order Authorizing The Debtors To Retain Zolfo Cooper, LLC As Bankruptcy Consultants And Special Financial Advisors To The Debtors Nunc Pro Tunc To June 21, 2017 [Docket No. 267] (the Advisory Retention ). 7. On August 15, 2017, the Debtors filed the Joint Plan of Reorganization for Toisa Limited and Certain of Its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 281] (the Proposed Plan ) and the accompanying Disclosure Statement for the Joint Plan of Reorganization for Toisa Limited and Certain of Its Affiliates Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 282] (the Proposed Disclosure Statement ). At the time of the filing of the Proposed Plan, it was expected that the Proposed Plan would be modified and further refined. 8. On September 19, 2017, the Informal Committee provided the Debtors with a formal response to the Proposed Plan by a term sheet that provided for, among other things, the right of each secured vessel lender to credit bid for the vessel that secures such lender s vessel facility (the Lender Response ). 9. Notwithstanding the differences in the Proposed Plan and the Lender Response, the parties agreed to continue to work toward a consensual plan of 3

4 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 4 of 8 reorganization, and, therefore, determined that it was in their collective best interest to seek mediation. 10. On September 29, 2017, the Court entered its Mediation Order [Document No. 318] scheduling mediation (the Mediation ) to take place in London, England on November 2 and 3, 2017 [Docket No. 318]. In connection therewith, the hearing to consider approval of the Proposed Disclosure Statement was cancelled. (See Notice of Cancellation, Docket No. 325.) 11. Pursuant to the Mediation Order, the Honorable James Peck (ret.) was appointed as the Mediator. 12. At the formal Mediation sessions in London, a verbal agreement was reached that there would not be a Shareholder-sponsored plan, and the parties committed to working together toward a consensual plan. As reported to the Court at an omnibus hearing on November 8, 2017, the parties agreed, among other things for the Debtors to make certain governance changes, including appointing three new independent directors to replace the current board of directors of Toisa Limited and appointing Mr. Mitchell as the Chief Restructuring Officer ( CRO ). 13. On December 31, 2017, the Debtors filed an Application for Order Approving the Term Sheet under Bankruptcy Code Sections 105(a), 362 and Fed. R. Bankr. P [Docket No. 416] (the 9019 Motion ). In connection with the 9019 Motion, the Debtors also filed an Application for an Order (I) Authorizing the Debtors to Retain Zolfo Cooper Management, LLC to Provide a Chief Restructuring Officer and Certain Additional Personnel Under Bankruptcy Code Section 363(b), (II) Authorizing the Designation of Jonathan Mitchell as Chief Restructuring Officer for the Debtors, (III) Terminating the Advisory Retention of Zolfo Cooper, LLC and (IV) Granting Related Relief [Docket No. 436] (the Retention Motion ). 4

5 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 5 of After a hearing to consider the 9019 Motion and the CRO Retention Motion on January 18, 2018, the Court entered orders approving the 9019 Motion [Dkt. No. 457] (the 9019 Order ) and the Retention Motion [Docket No. 458] (the Retention Order ) on January 22, Pursuant to the Retention Order, Zolfo Cooper was authorized to appoint Associate Directors of Restructuring ( ADRs ) to assist Zolfo Cooper and Mr. Mitchell in providing management services to the Debtors. Zolfo Cooper appointed, among others, John Jason Keyes to this ADR role. Mr. Keyes had been providing services to the Debtors since the outset of the Advisory Retention. Mr. Keyes is a Chartered Financial Analyst and Certified Public Accountant with over 10 years of experience in restructuring and corporate finance. Mr. Keyes has an M.B.A. from the University of Virginia Darden School of Business and a master of accounting from the College of William & Mary. 16. On January 26, 2018, the Chief Financial Officer ( CFO ) of Debtor Toisa Limited, Robert Hennebry, tendered his resignation. 17. Consistent with the 9019 Order and Retention Order, on January 29, 2018, Mr. Mitchell became the Debtors CRO. 18. By this Motion, the Debtors seek the Court s authorization to expand the management retention of Zolfo Cooper to designate Mr. Keyes as CFO to replace Mr. Hennebry and authorize the Debtors to amend the Services Agreement consistent therewith. BASIS FOR RELIEF 19. The Retention Order states that in the event the Debtors seek to have the Associate Directors of Restructuring assume executive officer positions that are different or... materially change the terms of the engagement by either... modifying 5

6 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 6 of 8 the functions of personnel... [or] adding new executive officers..., a motion to modify the retention shall be filed. Retention Order, 4(b). 20. Jason Keyes was appointed as an ADR. However, as a result of Mr. Hennebry s resignation, the Debtors now seek to expand the retention of Zolfo Cooper to designate Mr. Keyes as the CFO. 21. Mr. Keyes is highly qualified to serve as the Debtors CFO. Working in conjunction with the Debtors senior management as employees of Zolfo Cooper, LLC, Mr. Keyes has already proven to be of invaluable assistance in the Debtors efforts in assisting in developing near-term projections, assisting in short-term cash management activities, evaluating strategic alternatives, and coordinating the Debtors efforts to operate in chapter 11. In addition to the specific knowledge he has acquired regarding the Debtors businesses, Mr. Keyes has over 10 years of restructuring, corporate finance, and turnaround experience. As a Chartered Financial Analyst and Certified Public Accountant, Mr. Keyes has provided financial advisory services to distressed companies, including Total Terminals Inc. (a shipping container company) and Pacific Exploration & Production (Latin America s largest independent oil producer); investors for the Northwest Parkway, American Roads, GCT Global Container Terminals, Ports America, Maher Terminals (a parking company, a chassis leasing company, and several large international infrastructure projects); and the official committee of unsecured creditors of Essar Steel Minnesota, UCI International, Alpha Natural Resources, American Apparel, Patriot Coal, Chassix, and Allied Nevada Gold. 22. Further, Zolfo Cooper will provide the services of Mr. Keyes on the same economic terms as Mr. Mitchell, namely on a rates time hours basis, and Mr. Keyes has 2 2 As of the date hereof, Mr. Keyes hourly rate falls within the compensation range for Professional Staff as set forth in the Services Agreement. 6

7 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 7 of 8 agreed to enter into Zolfo Cooper s standard and customary management services agreement. Additionally, the Amendment is subject to approval by the Reconstituted Board. Other than adding Mr. Keyes as the CFO to the Services Agreement, the Services Agreement will remain unchanged For these reasons, the Debtors respectfully submit that the appointment of Mr. Keyes as CFO is a sound exercise of their business judgment and the expansion of the Zolfo Cooper retention should be approved. NOTICE 24. Notice of this Motion and has been given to (a) the United States Trustee; (b) counsel for the Informal Committee; (c) the Debtors prepetition lenders; (d) counsel for the Creditors Committee; and (e) any other party entitled to notice pursuant to Local Bankruptcy Rule (b) and which has filed a notice of appearance in these Chapter 11 Cases. The Debtors submit that no other or further notice need be provided. NO PRIOR REQUEST 25. No prior request for the relief sought in this Motion has been made to this or any other court. 3 Furthermore, as set forth in the Mitchell Declaration, Zolfo Cooper remains disinterested. 7

8 scc Doc 478 Filed 02/12/18 Entered 02/12/ Main Document Pg 8 of 8 WHEREFORE, the Debtors respectfully request entry of an order, substantially in the form attached hereto as Exhibit A, (a) granting the relief requested herein, and (b) granting such other relief as is just and proper. Dated New York, New York February 12, 2018 TOISA LIMITED, et al., Debtors and Debtors in Possession By Their Counsel TOGUT, SEGAL & SEGAL LLP, By /s/frank A. Oswald ALBERT TOGUT FRANK A. OSWALD KYLE J. ORTIZ BRIAN F. MOORE LAUREN L. PEACOCK One Penn Plaza, Suite 3335 New York, New York (212)

9 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 1 of 7 EXHIBIT A

10 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 2 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re TOISA LIMITED, et al., Debtors. 1 x Chapter 11 Case No (SCC) (Jointly Administered) ORDER EXPANDING THE RETENTION OF ZOLFO COOPER MANAGEMENT, LLC TO AUTHORIZE THE DESIGNATION OF JOHN JASON KEYES AS CHIEF FINANCIAL OFFICER OF THE DEBTORS AND AMEND THE SERVICES AGREEMENT Upon the application (the Motion ) of the above-captioned debtors and debtors 2 in possession (collectively, the Debtors ) for entry of an order (this Order ) expanding the retention of Zolfo Cooper Management, LLC to authorize the designation, subject to the approval of the Reconstituted Board, to designate John Jason Keyes as the Debtors CFO, and to amend the Services Agreement, on the terms 3 set forth in the form of amendment to the Services Agreement (the Amendment ), attached to this Order as Exhibit 1 and the Keyes Declaration attached to the Motion as The Debtors in these Chapter 11 Cases are as follows Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc. Capitalized terms used in this Order and not immediately defined have the meanings given to such terms in the Motion. On such date as soon practical in connection with approval of the Term Sheet, as defined in the Motion.

11 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 3 of 7 Exhibit B and granting related relief; all as more fully set forth in the Motion; and this Court having jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated December 1, 2016; and this Court having found that this is a core proceeding pursuant to 28 U.S.C. 157(b)(2), and that this Court may enter a final order consistent with Article III of the United States Constitution; and this Court having found that venue of this proceeding and the Motion in this district is proper pursuant to 28 U.S.C and 1409; and this Court having found that the relief requested in the Motion is in the best interests of the Debtors estates, their creditors, and other parties in interest; and this Court having found that the Debtors notice of the Motion and opportunity for a hearing on the Motion were appropriate and no other notice need be provided; and this Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before this Court (the Hearing ); and this Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; and upon all of the proceedings had before this Court; and after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT 1. The Motion is granted as set forth herein. 2. The terms of the Amendment are reasonable, and the Amendment is hereby approved. 3. The Debtors are hereby authorized to designate (subject to approval of the Reconstituted Board) John Jason Keyes as the Debtors CFO effective as of January 29, 2018, on the terms and conditions set forth in the Motion.

12 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 4 of 7 4. Other than the expansion of Zolfo Cooper s retention to designate Mr. Keyes as the Debtor s CFO, all provisions of the Services Agreement shall remain unchanged and in effect. 5. To the extent there is inconsistency between the terms of the Services Agreement, the Amendment, the Motion, and this Order, the terms of this Order shall govern. 6. All time periods set forth in this Order shall be calculated in accordance with Bankruptcy Rule 9006(a). Rule 6004(a). 7. Notice of the Motion satisfies the requirements of Bankruptcy 8. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order are immediately effective and enforceable upon its entry. 9. The Debtors are authorized to take all actions necessary to effectuate the relief granted in this Order in accordance with the Motion. 10. This Court retains exclusive jurisdiction with respect to all matters arising from or related to the implementation, interpretation, and enforcement of this Order. New York, New York Dated, 2018 THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE

13 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 5 of 7 EXHIBIT 1

14 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 6 of 7 AMENDMENT TO AGREEMENT This amendment ( Amendment to Agreement ) is made as of January 29, 2018, by and between Toisa, Limited and certain of its debtor and non-debtor affiliates (the Debtors ), Jonathan Mitchell ( Mitchell ) and Zolfo Cooper Management, LLC ( ZC ) a New Jersey limited liability corporation. Recitals WHEREAS, pursuant the Shareholder Term Sheet (the Term Sheet ) between Mr. Gregory Callimanopulos (the Shareholder ), the Debtors, the members of the Informal Committee of Secured Lenders (the Informal Committee ) and the Official Committee of Unsecured Creditors (the Creditors Committee ) (collectively, the Parties ), the Parties, among other terms and conditions of the Term Sheet, agreed that the Toisa Board appoint Mr. Mitchell as the Chief Restructuring Officer ( CRO ) of Toisa Limited. 1, as approved by an Order of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) entered January 22, 2018 [Docket 457]; and WHEREAS, by an agreement dated as of January 29, 2018, as approved by an Order of the Bankruptcy Court entered January 22, 2018 [Docket 458] (the ZC Retention Order ), the Debtors, Mitchell and ZC entered into the services agreement (the Agreement ) to perform certain services for the Debtors, and WHEREAS, the Agreement engaged ZC and Mitchell to provide to the Debtor the services of, among others, Mitchell to serve as the Chief Restructuring Officer ( CRO ); and WHEREAS, effective January 29, 2018, the Debtors request that ZC provide additional services to the Debtors, including the services of, among others, John Keyes ( Keyes ) to serve as the Chief Financial Officer ( CFO ); and WHEREAS, the parties hereto desire to enter into this Amendment to Agreement to amend the terms and conditions of the Agreements, to add Keyes to the role of CFO of the Debtors and the services of additional individuals, all as set forth below. NOW, THEREFORE, pursuant to the terms and conditions of the Agreement, the parties to this Amendment to Agreement hereby agree as follows 1. The terms and provisions of the Agreement are incorporated fully unless specifically revised herein, and Keyes shall be provided and bound to all of the terms and conditions of the Agreement. 2. Any reference to ZC and Mitchell or similar in the Agreement shall be amended to be ZC, Mitchell and Keyes. 3. Section 1. Engagement. The following sentence shall be added to the end of the paragraph in Section 1 Effective January 29, 2018, the Debtors, shall acquire from ZC the services of Keyes, and all compensation for the services and actions of ZC, Mitchell, Keyes 1 Unless otherwise defined, capitalized terms shall have the meaning ascribed in the Term Sheet 1

15 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit A Proposed Order Pg 7 of 7 and Associate Directors under this Agreement in connection with the Debtors will be paid to ZC. 4. Section 2. Duties. The following sentence shall be added to the end of paragraph (a) in Section 2 Effective January 29, 2018, ZC will assign Keyes to serve as CFO, and shall report to the CRO and shall have the powers and duties of the Chief Financial Officer of a privately held company with a capital structure and operations similar to the Debtors, but will operate solely under the direction of the CRO, subject to satisfaction of the condition precedent set forth in Section 3 of the Agreement. Pursuant to the terms of the ZC Retention Order, Section 4b., the Debtors will file a motion to modify the retention ZC. The Debtors represents to ZC, Mitchell and Keyes that its Board of Directors, as reconstituted pursuant to the Term Sheet (the Toisa Board ) has approved and authorized this Amendment to Agreement. Amendment. Keyes will serve as an Associate Director, pending Bankruptcy Court approval of this IN WITNESS WHEREOF, this Agreement has been executed by the parties as of the date first written above. TOISA LIMITED By Title ZOLFO COOPER MANAGEMENT, LLC By Title General Counsel JONATHAN MITCHELL By Title Senior Managing Director JOHN KEYES By Title Senior Director 2

16 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit B Keyes Declaration Pg 1 of 5 EXHIBIT B

17 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit B Keyes Declaration Pg 2 of 5 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re TOISA LIMITED, et al., Debtors. 1 x Chapter 11 Case No (SCC) (Jointly Administered) DECLARATION OF JOHN JASON KEYES IN SUPPORT OF DEBTOR S APPLICATION FOR ENTRY OF AN ORDER EXPANDING THE RETENTION OF ZOLFO COOPER MANAGEMENT, LLC TO AUTHORIZE THE DESIGNATION OF JOHN JASON KEYES AS CHIEF FINANCIAL OFFICER OF THE DEBTORS AND AMEND THE SERVICES AGREEMENT Pursuant to 28 U.S.C. 1746, I, John Jason Keyes, hereby declare as follows under the penalty of perjury to the best of my knowledge, information, and belief 1. I am a Senior Director of Zolfo Cooper, LLC, a New Jersey limited liability company, an affiliate of Zolfo Cooper Management, LLC, (collectively, Zolfo Cooper ), a corporate advisory and restructuring services firm which has its principal office at 1114 Avenue of the Americas, 41st Floor, New York, New York I submit this declaration (the Keyes Declaration ) in support of the Debtors Application for an Order Expanding the Retention of Zolfo Cooper, Management, LLC to Authorize the Designation of John Jason Keyes as Chief Financial Officer of the Debtors and Amend the Services Agreement 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.

18 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit B Keyes Declaration Pg 3 of 5 (the Motion ). Except as otherwise noted, I have personal knowledge of the matters 2 set forth herein. 2. I, John Jason Keyes, am a Senior Director at Zolfo Cooper and specialize in advising troubled and underperforming companies, boards of directors, and creditors. I have more than 10 years of restructuring, corporate finance, and turnaround experience. I am a Chartered Financial Analyst and Certified Public Accountant with an M.B.A. from the University of Virginia Darden School of Business and a master of accounting from the College of William & Mary. My expertise includes acquisitions, debt financing and restructurings, divestitures, and successful bankruptcy reorganizations. I have provided financial advisory services to distressed companies, including Total Terminals Inc. (a shipping container company) and Pacific Exploration & Production (Latin America s largest independent oil producer); investors for the Northwest Parkway, American Roads, GCT Global Container Terminals, Ports America, Maher Terminals a parking company, a chassis leasing company, and several large international infrastructure projects; and the official committee of unsecured creditors of Essar Steel Minnesota, UCI International, Alpha Natural Resources, American Apparel, Patriot Coal, Chassix, and Allied Nevada Gold. Additionally, my work has led to the restructuring of over $10 billion infrastructure-related debt across over 10 assignments. 3. I have already become familiar with the Debtors and their businesses, including the Debtors financial affairs, capital structure, operations, and related matters. Having worked with the Debtors management team and their other advisors 2 Capitalized terms used in this Keyes Declaration and not defined herein shall have the meanings given to such terms in the Motion. 2

19 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit B Keyes Declaration Pg 4 of 5 as an Zolfo Cooper, LLC employee and having recently been retained as a Associate Director of Restructuring, I have developed relevant experience and expertise with regards to the Debtors, which will assist in providing effective and efficient services in these Chapter 11 Cases. Accordingly, I am uniquely able to serve the Debtors in these Chapter 11 Cases in an efficient and timely manner. 4. Because of Zolfo Cooper s and my experience in these Chapter 11 Cases and because of my expertise and experience in reorganization, accounting, and a broad range of financial advisory services to debtors and other parties in interest in complex troubled financial situations, the Debtors have requested that I serve as their Chief Financial Officer ( CFO ), and Zolfo Cooper has agreed to appoint me as the CFO. 5. In the event the Court enters the Order submitted with the Motion and subject to approval of the Reconstituted Board, I will become the Debtors CFO in accordance with the terms and conditions set forth in the amendment to the Services Agreement between the Debtors and Zolfo Cooper (the Amendment ), a form of which is attached as Exhibit 1 to Exhibit A of the Motion. 6. As CFO, the Debtors will provide to me the indemnification as set forth in the Amendment. 7. There will be no change to Zolfo Cooper s rate structure or the expense reimbursement practices as a result of my appointment as CFO. 8. My decision to accept this engagement to serve as CFO to the Debtors is contingent upon the ability to be retained in accordance with the terms and conditions of the Amendment. Zolfo Cooper and I understand and accept that the Court must approve the terms of the Amendment. 3

20 scc Doc Filed 02/12/18 Entered 02/12/ Exhibit B Keyes Declaration Pg 5 of 5 Pursuant to 28 U.S.C. 1746, I declare under penalty of perjury that the foregoing statements are true and correct to the best of my knowledge and belief. Dated February 12, 2018 New York, New York /s/john Jason Keyes John Jason Keyes Senior Director Zolfo Cooper, LLC 4

21 scc Doc Filed 02/12/18 Entered 02/12/ Notice of Presentment Pg 1 of 3 Presentment Date February 27, 2018 at 1200 p.m. (Prevailing Eastern Time) Objection Deadline February 27, 2018 at 1100 a.m. (Prevailing Eastern Time) TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Frank A. Oswald Brian F. Moore Kyle J. Ortiz Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re Chapter 11 TOISA LIMITED, et al., Case No (SCC) Debtors.1 (Jointly Administered) x NOTICE OF PRESENTMENT OF DEBTORS APPLICATION FOR AN ORDER EXPANDING THE RETENTION OF ZOLFO COOPER MANAGEMENT, LLC TO AUTHORIZE THE DESIGNATION OF JOHN JASON KEYES AS CHIEF FINANCIAL OFFICER OF THE DEBTORS AND AMEND THE SERVICES AGREEMENT PLEASE TAKE NOTICE that, upon the annexed application (the Motion ) 2, Toisa Limited and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) by their attorneys, Togut, Segal & Segal LLP will present for signature to the Honorable Shelley C. 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 Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Motion.

22 scc Doc Filed 02/12/18 Entered 02/12/ Notice of Presentment Pg 2 of 3 Chapman, United States Bankruptcy Judge, in Room 623 of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ), One Bowling Green, New York, New York, , on February 27, 2018 at 1200 p.m. (the Presentment Date ), a proposed Order substantially in the form annexed to the Motion as Exhibit A expanding the retention of Zolfo Cooper Management, LLC (the Proposed Order ). PLEASE TAKE FURTHER NOTICE that objections, if any, to the Motion must be made in writing, stating in detail the reasons therefor, and must be filed with the Clerk of the Bankruptcy Court, and so as to be actually received by (i) Togut, Segal & Segal LLP, bankruptcy counsel for the Debtors and Debtors in Possession, One Penn Plaza, Suite 3335, New York, New York 10119, Attn Frank A. Oswald, Esq. (frankoswald@teamtogut.com) and Kyle J. Ortiz, Esq. (kortiz@teamtogut.com); and (ii) the Office of the United States Trustee for Region 2, Attn Paul Schwartzberg, Esq. (Paul.Schwartzberg@usdoj.gov), U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, New York 10014, no later than 1100 a.m. on February 27, 2018 (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that a hard copy of any objection must be delivered to the Chambers of the Bankruptcy Judge Shelley C. Chapman at the Bankruptcy Court, One Bowling Green, Room 623, New York, New York , on or before the Objection Deadline. 2

23 scc Doc Filed 02/12/18 Entered 02/12/ Notice of Presentment Pg 3 of 3 PLEASE TAKE FURTHER NOTICE that, if no objections are timely filed and served, the Motion may be granted and the Proposed Order may be entered by the Bankruptcy Court. DATED New York, New York February 12, 2018 TOISA LIMITED, et al., Debtors and Debtors in Possession By Their Counsel TOGUT, SEGAL & SEGAL LLP, By /s/frank A. Oswald ALBERT TOGUT FRANK A. OSWALD KYLE J. ORTIZ BRIAN F. MOORE LAUREN L. PEACOCK One Penn Plaza, Suite 3335 New York, New York (212)