scc Doc 370 Filed 11/09/17 Entered 11/09/17 16:11:27 Main Document Pg 1 of 86. Chapter 11

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1 Pg 1 of 86 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) FIRST APPLICATION OF AS INVESTMENT BANKER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD OF APRIL 11, 2017 THROUGH AUGUST 31, 2017 SUMMARY SHEET Name of Applicant: Authorized to Provide Professional Services to: PJT Partners LP Debtors Date of Retention: Final Order entered on July 24, 2017 approving the retention of PJT Partners LP nunc pro tunc to April 11, 2017 [Docket No. 250] Period for which Compensation And Reimbursement is sought: April 11, 2017 through August 31, 2017 Amount of Compensation sought As actual, reasonable, and necessary: $700, Amount of Expense Reimbursement sought as actual, Reasonable, and Necessary: $26, Amount of Cash Payment Sought: $276, The Debtors are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.

2 Pg 2 of 86 This is a monthly x interim final application 2

3 Pg 3 of 86 Prior Monthly Fee Statements Filed: Requested Approved Date Filed [Docket Number] Period Covered Fees Expenses Fees Expenses Amount Paid 07/20/17 [Docket No. 248] 04/11/17 06/30/17 $400, $1, $320, $1, $321, /18/17 [Docket No. 284] 07/01/17 07/31/17 $150, $8, $120, $8, $128, /20/17 [Docket No. 311] 08/01/17 08/31/17 $150, $16, Pending Pending Pending 2 Amount reflects a reduction in the amount originally requested in PJT Partner LP s monthly statement of $ to reflect an airline expense billed in error. 3

4 Pg 4 of 86 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) FIRST APPLICATION OF AS INVESTMENT BANKER TO THE DEBTORS AND DEBTORS-IN-POSSESSION FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND FOR THE REIMBURSEMENT OF ALL ACTUAL AND NECESSARY EXPENSES INCURRED FOR THE PERIOD OF APRIL 11, 2017 THROUGH AUGUST 31, 2017 PJT Partners LP ( PJT ) respectfully represents as follows: I. Background 1. On January 29, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code, 11 U.S.C. 101 et seq., as amended (the Bankruptcy Code ). The Debtors are operating their businesses and managing their properties as debtors-in-possession pursuant to 1107(a) and 1108 of the Bankruptcy Code. 2. On February 21, 2017, this Court entered the Order under Bankruptcy Code Sections 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 37] (the Procedures Order ) establishing procedures for interim compensation and reimbursement of expenses for professionals. 1 The Debtors are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.

5 Pg 5 of On April 21, 2017, the Debtors filed the Debtors Application for Entry of an Order Authorizing the Employment and Retention of PJT Partners LP as Investment Banker to the Debtors Nunc Pro Tunc to April 11, 2017 [Docket No. 117] (the Retention Application ), pursuant to which the Debtors sought authority to retain and employ PJT as its investment banker pursuant to the terms of an engagement agreement (the Engagement Agreement ) dated April 11, A copy of the Engagement Agreement was attached to the Retention Application. 4. On May 22, 2017, this Court entered the Interim Order Authorizing the Debtors to Retain and Employ PJT Partners LP as Investment Banker to the Debtors Nunc Pro Tunc to April 11, 2017 [Docket No. 175] (the Interim Retention Order ) approving on an interim basis the Retention Application and authorizing the retention and employment of PJT nunc pro tunc to April 11, 2017, pursuant to the terms of the Engagement Agreement. 5. On July 24, 2017, this Court entered the Final Order Authorizing the Debtors to Retain and Employ PJT Partners LP As Investment Banker to the Debtors Nunc Pro Tunc to April 11, 2017 [Docket No. 250] (the Final Retention Order ) approving the Retention Application and authorizing the retention and employment of PJT nunc pro tunc to April 11, 2017, pursuant to the terms of the Engagement Agreement. 6. PJT submits this first interim fee application (the First Interim Application ) requesting: (i) the allowance of Monthly Fees (as defined herein) earned for investment banking services rendered to the Debtors during the period of April 11, 2017 through August 31, 2017 (the First Interim Period ), and (ii) the reimbursement of out-of-pocket expenses incurred during the First Interim Period. 2

6 Pg 6 of Investment banking services and out-of-pocket expenses for which compensation and reimbursement are sought were rendered and incurred on behalf of the Debtors pursuant to chapter 11 of the Bankruptcy Code. II. The PJT Engagement 8. Pursuant to the Engagement Agreement, PJT was retained to provide the following services to the Debtors: (a) assist in the evaluation of the Debtors businesses and prospects in connection with any restructuring proposals; (b) assist in the development of the Debtors long-term business plan and related financial projections with regard to their impact on creditors and the Debtors restructuring process; (c) assist in the development of financial data and presentations to the Debtors Board of Directors, various creditors and other third parties; (d) analyze the Debtors financial liquidity and evaluate alternatives to improve such liquidity; (e) analyze various restructuring scenarios and the potential impact of these scenarios on the recoveries of those stakeholders impacted by the Restructuring (as defined in the Engagement Agreement); (f) provide strategic advice with regard to restructuring or refinancing the Debtors obligations; (g) evaluate the Debtors debt capacity and alternative capital structures; (h) participate in negotiations among the Debtor and its creditors, suppliers, lessors and other interested parties; (i) value securities offered by the Debtor in connection with a Restructuring (as defined in the Engagement Agreement); (j) advise the Debtors and negotiate with lenders with respect to potential waivers or amendments of various credit facilities; (k) assist in arranging financing for the Debtors, as requested; (l) provide expert witness testimony concerning any of the subjects encompassed by the other investment banking services; and 3

7 Pg 7 of 86 (m) provide such other advisory services as are customarily provided in connection with the analysis and negotiation of a restructuring as requested and mutually agreed. 9. Pursuant to the Engagement Agreement, as approved by the Final Retention Order, the Debtors agreed to pay PJT as follows in consideration for the services rendered: 2 (a) A monthly advisory fee equal to $150,000 per month (the Monthly Fee ). (b) A single fee in an amount equal to $5,000,000 (the Restructuring Fee ), payable promptly upon the consummation of a Restructuring (as defined in the Engagement Agreement), in accordance with the Engagement Agreement. Fifty percent (50%) of the amount of any Monthly Fees incurred after the payment of the sixth full Monthly Fee shall be credited once against any Restructuring Fee. (c) Reimbursement of all reasonable out-of-pocket expenses incurred by PJT and its designated affiliates in connection with its engagement by the Debtors. III. Services Provided by PJT during the First Interim Period 10. PJT has rendered professional services to the Debtors as requested and in furtherance of the interests of the Debtors and the Debtors estates. The variety and complexity of the issues in these chapter 11 cases and the need to act or respond to such issues on an expedited basis have required the expenditure of substantial time by PJT personnel. PJT respectfully submits that the professional services that it rendered on behalf of the Debtors were necessary and appropriate, and have directly contributed to the effective administration of these chapter 11 cases. The following summary of services rendered during the First Interim Period is not intended to be an exhaustive description of the work performed. Rather, it is merely an attempt to highlight certain of those areas in which PJT rendered services to the Debtors: (a) facilitating diligence by creditor parties, including coordination and preparation of materials for in-person diligence sessions with the creditors, their advisors, and the Debtors management; 2 This description of PJT s compensation structure is for summary and illustrative purposes only. The terms of the Engagement Agreement and the Final Retention Order shall apply to any such compensation awarded to PJT. 4

8 Pg 8 of 86 (b) participating in various conference calls and meetings with the Debtors, Togut, Segal & Segal, Zolfo Cooper and Scura Paley regarding various restructuring matters, including formulation of potential strategies related to Debtors path during the filing period; (c) preparation of materials and meetings with the Company s board of directors to summarize the progress of the case and discuss strategic alternatives for the Company; (d) evaluation of potential financing sources for the acquisition of new build tankers; (e) review and analysis of the Company s contractual obligations with vendors and service providers; (f) formulating and analyzing various potential restructuring frameworks and presenting such frameworks to the Debtors; (g) analyzing creditor recoveries under various scenarios including the impact of cash adjustments; (h) preparation of a liquidation analysis; (i) preparation of restructuring proposals including the plan of reorganization and disclosure statement filed with the court; (j) facilitating negotiations with creditors and their advisors regarding potential restructuring frameworks; and (k) assisting the Debtors in preparation of a long-term business plan. IV. The PJT Team 11. The investment banking services set forth above were performed primarily by: Jamie O Connell, Partner; George South, Managing Director; Avram Robbins, Vice President; Leah Lakarosky, Associate; Peter Karas, Analyst; and Sen Lin, Analyst. Details of the background and experience of these professionals are provided in Appendix A. V. PJT s Request for Allowance Compensation and Reimbursement of Expenses 12. For the First Interim Period, PJT seeks (a) allowance of Monthly Fees in the amount of $700,000.00, and (b) the reimbursement of out-of-pocket expenses incurred in the 5

9 Pg 9 of 86 amount of $26, Out-of-pocket expenses incurred by PJT during the First Interim Period but not yet processed due to timing, will be submitted at a later date. 13. Invoices detailing the Monthly Fees earned, and the out-of-pocket expenses incurred during the First Interim Period are attached hereto as Appendix B. A summary of the Monthly Fees earned and out-of-pocket expenses incurred during the First Interim Period is below: First Interim Period Monthly Fee Out-Of-Pocket Expenses Payment(s) Received Amount(s) Due April 11 30, $100, $ ($80,117.00) $20, May 1 31, , (120,984.58) 30, June 1 30, , (120,020.00) 30, July 1 31, , , (128,453.70) 30, August 1 31, , , , Total $700, $26, ($449,575.28) $276, PJT respectfully submits that the compensation requested for the services rendered by PJT to the Committee during the First Interim Period is fully justified and reasonable based upon (a) the complexity of the issues presented, (b) the skill necessary to perform the financial advisory services properly, (c) the preclusion of other employment, (d) the customary fees charged to clients in non-bankruptcy situations for similar services rendered, (e) time constraints required by the exigencies of the case, and (f) the experience, reputation and ability of the professionals rendering services. 15. PJT respectfully submits that the services it has rendered to the Debtors have been necessary and in the best interests of the Debtors and the Debtors estates. PJT respectfully submits that under the criteria normally examined in chapter 11 reorganization cases, the compensation requested by PJT is reasonable in light of the work performed by PJT during these chapter 11 cases. 3 Pro-rated Monthly Fee calculated as follows: 20 days out of 30 days multiplied by $150, Amount reflects a reduction in the amount originally requested in PJT Partner LP s monthly statement of $ to reflect an airline expense billed in error. 6

10 Pg 10 of The amount of the compensation sought in this First Interim Application and PJT s billing practices are consistent with market practices in a bankruptcy context. PJT has never billed its clients based on the number of hours expended by its professionals. Accordingly, PJT does not have hourly rates for its professionals, and PJT s professionals generally do not maintain detailed time records of the work performed for its clients. However, PJT has maintained contemporaneous time records in these cases in one-half hour increments. Time records of the 1,772.5 hours expended by PJT professionals in providing investment banking services to the Debtors during the First Interim Period are provided in Appendix C. 17. A summary of hours expended by PJT professionals during the First Interim Period is provided below: Hours Expended By Professional Professional April 11 30, 2017 May 2017 June 2017 July 2017 August 2017 Total Jamie O Connell George South Avram Robbins Leah Lakarosky Peter Karas Sen Lin Total , Out-of-pocket expenses incurred by PJT are charged to a client if out-of-pocket expenses are incurred for the client or are otherwise necessary in connection with services rendered for such particular client. PJT does not factor general overhead expenses into any disbursements charged to its clients in connection with chapter 11 cases. PJT has followed its general internal policies with respect to out-of-pocket expenses billed as set forth below, with any exceptions specifically explained. (a) All cross-country airfare charges are based upon coach class rates. (b) With respect to local travel, PJT's general policy enables employees to travel by taxi or, in certain circumstances private car service, to and from meetings while rendering services to a client on a client related matter, for which the client is charged. Further, and primarily for safety reasons, employees are permitted to 7

11 Pg 11 of 86 charge to a client the cost of transportation home if an employee is required to work past 9:00 p.m. on weekdays on client specific matters. (c) PJT's general policy permits its professionals to charge in-office dinner meals to a client after working 3 hours beyond their regularly scheduled workday if an employee is required to provide services to the client during such dinnertime, and to charge in-office meals on the weekend if an employee is required to provide services to a client on the weekend and spends at least 4 hours in the office. (d) The External Research category of expenses includes charges from outside computer/electronic service companies that supply, for a fee, research and/or financial documents to PJT. The services provided by these companies primarily consist of the retrieval of financial documents from regulatory agencies and/or the retrieval of research that would not otherwise be available to PJT. The Internal Research category of expenses are the charges for time spent by PJT research staff in operating the computer/electronic terminals related to these computer/electronic service companies. (e) The Publishing Services category of expenses includes charges for the production of text-based publications such as research reports and presentations, and printing and binding services. 19. All services for which PJT requests compensation were performed for and on behalf of the Debtors and not on behalf of any other person or stakeholder. 20. No agreement or understanding exists between PJT and any other entity for the sharing of compensation received or to be received for services rendered in or in connection with these proceedings. WHEREFORE, PJT requests that the Court: VI. Requested Relief (a) allow (i) PJT s Monthly Fees in the amount of $700,000.00; and (ii) the reimbursement of PJT s out-of-pocket expenses in the amount of $26,266.36; (b) authorize and direct the Debtors to pay PJT s allowed and unpaid Monthly Fees, and out-of-pocket expenses incurred during the First Interim Period as follows: Monthly Fees $700, Out-Of-Pocket Expenses 26, Less: Payments Received (449,575.28) Amount Due PJT $276, (c) grant such other and further relief as the Court deems just and proper. 8

12 Pg 12 of 86 Dated: November 8, 2017 PJT Partners LP Investment Banker to the Debtors By: /s/ John James O Connell III John James O Connell III Partner 280 Park Avenue New York, NY (212)

13 Pg 13 of 86 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: TOISA LIMITED, et al., Debtors x : : : : : : x Chapter 11 Case No (SCC) (Jointly Administered) CERTIFICATION UNDER GUIDELINES FOR FEES AND OUT-OF-POCKET EXPENSES FOR PROFESSIONALS IN RESPECT OF FIRST INTERIM APPLICATION OF FOR ALLOWANCE OF COMPENSATION AND REIMBURSEMENT OF OUT-OF POCKET EXPENSES John James O Connell III, being duly sworn, deposes and says: 1. I am a partner with the applicant firm, PJT Partners LP ( PJT ). 2. In accordance with the guidelines established by the Amended Guidelines for Fees and Disbursements for Professionals in Southern District of New York Bankruptcy Cases, adopted by the Court on January 29, 2013 (updated as of June 17, 2013) (the Local Guidelines ), the Office of the United States Trustee (the UST Guidelines ) and the Order under Bankruptcy Code Sections 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 37] (the Procedures Order ) and together with the UST Guidelines and the Local Guidelines, the Guidelines ), this certification is made with respect to PJT s first interim application, dated November 8, 2017 (the First Interim Application ), for allowance, on a final basis, of 1 The Debtors are as follows: Trade Prosperity, Inc.; Toisa Limited; United Courage, Inc.; Trade Vision, Inc.; United Journey, Inc.; United Kalavryta, Inc.; Trade Sky, Inc.; Trade Industrial Development Corporation; United Honor, Inc.; Trade Will, Inc.; United Leadership Inc.; United Seas, Inc.; United Dynamic, Inc.; United Emblem, Inc.; United Ideal Inc.; Trade Unity, Inc.; Trade Quest, Inc.; Trade Spirit, Inc.; Trade Resource, Inc.; United Ambassador, Inc.; Edgewater Offshore Shipping, Ltd.; United Banner, Inc.; Toisa Horizon, Inc.; and Trade and Transport Inc.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.

14 Pg 14 of 86 compensation earned and reimbursement of out-of-pocket expenses incurred for the period of April 11, 2017 through August 31, In respect of section B.1 of the Local Guidelines, I certify that: a. I have read the First Interim Application; b. To the best of my knowledge, information, and belief formed after reasonable inquiry, the fees and disbursements sought fall within the Local Guidelines and the UST Guidelines; c. The fees and out-of-pocket expenses sought are customarily charged by PJT and generally accepted by PJT s clients; and d. In providing a reimbursable service, PJT does not make a profit on that service, whether the service is performed by PJT in-house or through a third party. 4. With respect to Section B.2 of the Local Guidelines, I certify that, counsel for the Debtors has advised PJT that the Debtors and the U.S. Trustee have been provided with a statement of the fees and out-of-pocket expenses incurred for each month subject to the First Interim Application, containing a list of professionals providing services, the work hours expended by each professional, a general description of services rendered, a reasonably detailed breakdown of the out-of-pocket expenses incurred and an explanation of billing practices. 5. With respect to section B.3 of the Local Guidelines, I certify that counsel for the Debtors has advised PJT that the Debtors and the U.S. Trustee are each being provided with a copy of PJT s First Interim Application. By: /s/ John James O Connell III John James O Connell III Partner 2

15 Pg 15 of 86 APPENDIX A

16 Pg 16 of 86 Biographies of PJT Professionals Jamie O Connell. Jamie O Connell is a Partner in the Restructuring and Special Situations Group (RSSG), having joined the predecessor group of RSSG at Blackstone in He was a Senior Managing Director at Blackstone at the time of the group s spinoff to PJT in Representative matters include: American General Finance, AIG, Babcock & Wilcox, Baaken Oil Express, Baltic Trading, Cecon ASA (re: Davie Shipyard), Central European Distribution Corp. (CEDC), Danaos, Dow Corning, Eagle Bulk, Excel Maritime Carriers, Flextronics (re: Nortel), Foresight Energy, Genco Shipping & Trading, Hammonia Shipping, Harris County Houston Sports Authority, International Lease Finance Corp., (ILFC), Jefferson County (Birmingham, Ala.), Mrs. Fields Famous Brands, Mystic Aquarium (pro bono), Nautilus Holdings, New World Pasta, Overseas Shipholding Group (OSG), RGIS, Seacastle, Simmons Bedding Company, Solutia, Specialty Products Holding Corp., State of Kansas, Targus, Transperfect, Ultrapetrol, W. R. Grace & Co., Winn-Dixie Stores and Zim Integrated Shipping. Before joining Blackstone, Mr. O Connell worked at Dolphin Equity Partners LP and in the Corporate Recovery Services Group of Arthur Andersen LLP. Since 2013, Mr. O Connell has served as a guest lecturer at Columbia Law School and Harvard Business School. He graduated magna cum laude from Notre Dame and received an MBA with honors from the Wharton School. Avram Robbins. Mr. Robbins is a Vice President in the Restructuring & Special Situations Group at PJT Partners LP. Prior to joining PJT Partners LP, Mr. Robbins worked at The Blackstone Group since Mr. Robbins has been involved in financial advisory work across a broad range of industries and has advised a combination of both debtors and creditors. Representative matters include: Aspect Software, BPZ Energy, Endeavour International Corp., GateHouse Media/New Media, Halcón Resources, J.C. Penney, Meridian Lightweight Technologies, NewPage Corp, Penn Foster, Quicksilver Resources, RockPile Energy Services, Samson Resources, The Hellenic Republic (Greece), The Princeton Review, Travelport, Triangle USA/Nine Point Energy, Tervita, Before joining Blackstone, Mr. Robbins worked as a distressed research analyst at J.P. Morgan. Prior to J.P. Morgan, Mr. Robbins worked as a high yield desk analyst at Morgan Stanley. Mr. Robbins graduated from Brown University with a B.A. and M.Sc. in Biomedical Engineering. He received his MBA in Finance from the Wharton School at the University of Pennsylvania. Leah Lakarosky. Ms. Lakarosky is an Associate in the Restructuring & Special Situations Group. Prior to joining PJT, Ms. Lakarosky worked in the Valuation Advisory Services practice at Duff & Phelps where she assessed the value of companies, securities, and intangible assets for clients across the financial services, real estate, retail, and industrials sectors. At PJT, Ms. Lakarosky has worked on a variety assignments including Relativity Media, Verso Corp., and Basic Energy Services. Ms. Lakarosky received a B.S. in Finance from the University of Illinois and an MBA from Harvard Business School. She is also a Chartered Financial Analyst.

17 Pg 17 of 86 Peter Karas. Peter Karas is an Analyst in the Restructuring & Special Situations Group. Mr. Karas has assisted on a variety of restructuring transactions in the healthcare, retail, and shipping industries. Before joining PJT Partners, Mr. Karas spent a summer at Apollo Global Management. At Apollo, he worked as analyst on the Emerging Markets credit desk. Mr. Karas graduated cum laude from Harvard University where he received a BA in Statistics.

18 Pg 18 of 86 APPENDIX B

19 Pg 19 of 86 October 25, 2017 Attn: Richard W. Baldwin, Esq. c/o Brokerage and Management Corporation NY Agency of Marine Management Services, M.C. 40 Wall Street New York, NY Monthly Fee pro-rated for the period of April 11, 2017 through April 30, 2017: (1) $ 100, Monthly Fee for the period of May 1, 2017 through May 31, 2017: 150, Monthly Fee for the period of June 1, 2017 through June 30, 2017: 150, Out-of-pocket expenses processed through June 30, 2017: (2) Communications $ Meals Lodging Document Production , Subtotal 401, Less: Payments Received (321,121.58) Total Amount Due $ 80, Invoice No (1) Pro-rated Monthly Fee calculated as follows: 20 days out of 30 days multiplied by $150,000. PJT Partners LP (2) Expenses incurred, but not yet processed due to timing differences will be billed at a later date. 280 Park Avenue New York, NY

20 Pg 20 of 86 Toisa Limited Summary of Expenses GL Detail Total Jun-17 Expenses Communications $ $ Employee Meals Lodging Document Production Total $ 1, $ 1, Communications $ Meals Lodging Document Production Total Expenses $ 1,121.58

21 Pg 21 of 86 Toisa Limited Details of Expenses Processed Through May 31, 2017 Invoice No Communications Robbins (wi-fi access while traveling) 05/24/ Subtotal - Communications $ Employee Meals Karas (weekend working dinner office) 04/22/ Lakarosky (weeknight working dinner office while working late) 04/18/ Lakarosky (weeknight working dinner office while working late) 04/20/ Lakarosky (weeknight working dinner office while working late) 04/19/ Lakarosky (weeknight working dinner office while working late) 06/04/ Robbins (weeknight working dinner office while working late) 04/18/ Robbins (weeknight working dinner office while working late) 04/19/ Robbins (weeknight working dinner office while working late) 05/04/ Robbins (weeknight working dinner office while working late) 05/18/ Subtotal - Employee Meals Lodging Robbins (2 day hotel stay in London, UK) 05/29/17-05/31/ Subtotal - Lodging Document Production Karas (16 black & white photocopies a rate of $0.10 per page) 05/01/17-05/31/ Karas (437 black & white photocopies a rate of $0.10 per page) 05/01/17-05/31/ Subtotal - Document Production Total Expenses $ 1, Page 3 of 3

22 Pg 22 of 86 Attn: Richard W. Baldwin, Esq. c/o Brokerage and Management Corporation NY Agency of Marine Management Services, M.C. 40 Wall Street New York, NY October 25, 2017 Monthly Fee for the period of July 1, 2017 through July 31, 2017: 150, Out-of-pocket expenses processed through July 31, 2017: (1) Airfare $ 5, Ground Transportation Meals 1, Lodging 1, , Subtotal 158, Less: Payment Received (128,453.70) Total Amount Due $ 30, Invoice No (1) Expenses incurred, but not yet processed due to timing differences will be billed at a later date. PJT Partners LP 280 Park Avenue New York, NY

23 Pg 23 of 86 Toisa Limited Summary of Expenses GL Detail Total Jul-17 Expenses Airfare $ 5, $ 5, Ground Transportation Employee Meals 1, , Lodging 1, , Total $ 8, $ 8, Airfare $ 5, Ground Transportation Meals 1, Lodging 1, Total Expenses $ 8,453.70

24 Pg 24 of 86 Toisa Limited Details of Expenses Processed Through July 31, 2017 Invoice No Airfare Robbins (one-way business class flight to London, UK from Newark, NJ) 05/29/17 4, Robbins (one-way business class flight to Athens, Greece from London, UK) 05/31/ Subtotal - Airfare $ 5, Ground Transportation Karas (round trip car service to/from client meeting in New York, NY from/to office) 05/03/ Karas (weeknight car service from home after working late) 05/30/ Karas (weeknight car service from home after working late) 05/31/ Karas (weeknight car service from home after working late) 06/01/ Karas (weeknight car service from home after working late) 06/02/ Karas (weekend car service home from office) 06/03/ Karas (weekend car service to office from home) 06/04/ Karas (weekend car service home from office) 06/04/ Karas (weeknight car service from home after working late) 06/05/ Karas (weeknight car service from home after working late) 06/06/ Karas (weeknight car service from home after working late) 06/07/ Karas (weeknight car service from home after working late) 06/08/ Karas (late night document delivery to A. Robbin's residence from office) 06/11/ Karas (weekend car service to office from home) 06/18/ Karas (weekend car service home from office) 06/18/ Karas (weeknight car service from home after working late) 06/19/ Karas (weeknight car service from home after working late) 06/20/ Karas (weeknight car service from home after working late) 06/21/ Karas (weeknight car service from home after working late) 06/23/ Karas (weekend car service to office from home) 06/24/ Karas (weekend car service home from office) 06/24/ Robbins (weeknight car service from home after working late) 05/11/ Robbins (car service to client meeting in New York, NY from office) 05/15/ Robbins (weeknight car service from home after working late) 05/16/ Robbins (car service to client meeting in New York, NY from office) 05/22/ Robbins (weeknight car service from home after working late) 06/29/ Subtotal - Ground Transportation Employee Meals Karas (weeknight working dinner office after working late) 05/04/ Karas (weeknight working dinner office after working late) 05/11/ Karas (weeknight working dinner office after working late) 05/12/ Karas (weeknight working dinner office after working late) 05/30/ Karas (weeknight working dinner office after working late) 05/31/ Karas (weeknight working dinner office after working late) 06/01/ Karas (weeknight working dinner office after working late) 06/02/ Karas (weekend working lunch office) 06/04/ Karas (weekend working dinner office) 06/04/ Karas (weeknight working dinner office after working late) 06/05/ Karas (weeknight working dinner office after working late) 06/06/ Karas (weeknight working dinner office after working late) 06/07/ Karas (weeknight working dinner office after working late) 06/09/ Karas (weekend working lunch office) 06/17/ Karas (weeknight working dinner office after working late) 06/19/ Karas (weeknight working dinner office after working late) 06/20/ Karas (weeknight working dinner office after working late) 06/21/ Karas (weeknight working dinner office after working late) 06/23/ Karas (weeknight working dinner office after working late) 06/28/ Lakarosky (catered breakfast meal for 29 people during client meeting PJT) 06/22/ Lakarosky (catered beverages for 13 people during client meeting PJT) 06/22/ Lin (weeknight working dinner office after working late) 06/21/ Robbins (2 working dinner meal for A. Robbins & L. hotel in Athens, Greece) 05/31/ Robbins (2 working dinner meal for A. Robbins & L. hotel in Athens, Greece) 06/01/ Robbins (catered lunch meal for 15 people during client meeting PJT) 06/05/ Robbins (in-room lunch hotel in Athens, Greece) 06/01/ Robbins (weeknight working dinner office after working late) 05/02/ Robbins (weeknight working dinner office after working late) 05/08/ Robbins (weeknight working dinner office after working late) 05/15/ Robbins (weeknight working dinner office after working late) 06/21/ Subtotal - Employee Meals 1, Lodging Robbins (2 day hotel stay in Athens, Greece) 05/31/17-06/01/17 1, Subtotal - Lodging 1, Total Expenses $ 8, Page 3 of 3

25 Pg 25 of 86 Attn: Richard W. Baldwin, Esq. c/o Brokerage and Management Corporation NY Agency of Marine Management Services, M.C. 40 Wall Street New York, NY October 25, 2017 Monthly Fee for the period of August 1, 2017 through August 31, 2017: $ 150, Out-of-pocket expenses processed through August 31, 2017: (1) Airfare $ 9, Ground Transportation 3, Communications Meals 1, Lodging 2, Document Production , Total Amount Due $ 166, Invoice No (1) Expenses incurred, but not yet processed due to timing differences will be billed at a later date. PJT Partners LP 280 Park Avenue New York, NY

26 Pg 26 of 86 Toisa Limited Summary of Expenses GL Detail Total Aug-17 Expenses Airfare $ 9, $ 9, Ground Transportation 3, , Communications Employee Meals 1, , Lodging 2, , Document Production Total $ 16, $ 16, Airfare $ 9, Ground Transportation 3, Communications Meals 1, Lodging 2, Document Production Total Expenses $ 16,691.08

27 Pg 27 of 86 Toisa Limited Details of Expenses Processed Through August 31, 2017 Invoice No Airfare Lakarosky (exchange fee for flight from Newark, NJ to London, UK & Athens, Greece to Newark, NJ) 05/29/17-06/02/ Lakarosky (round trip coach class flight from Newark, NJ to London, UK & Athens, Greece to Newark, NJ) 05/29/17-06/04/17 3, O'Connell (travel agency booking fee for flight to/from London, UK from/to Queens, NY on 06/11-06/13/17) 06/09/ O'Connell (round trip coach class flight to/from London, UK from/to Queens, NY) 06/11/17-06/13/17 3, Robbins (travel agency booking fee for flight to/from London, UK from/to Newark, NJ on 06/11-06/12/17) 06/08/ Robbins (travel agency booking fee for flight to/from London, UK from/to Newark, NJ) 06/11/17-06/12/17 2, Subtotal - Airfare $ 9, Ground Transportation Karas (weeknight car service home from office after working late) 05/01/ Karas (weeknight car service home from office after working late) 05/02/ Karas (weeknight car service home from office after working late) 05/03/ Karas (weeknight car service home from office after working late) 05/04/ Karas (weeknight car service home from office after working late) 05/08/ Karas (weeknight car service home from office after working late) 05/09/ Karas (weeknight car service home from office after working late) 05/10/ Karas (weeknight car service home from office after working late) 05/11/ Karas (weeknight car service home from office after working late) 06/09/ Karas (weekend car service to office from home) 06/10/ Karas (weekend car service home from office) 06/11/ Karas (weekend car service to office from home) 06/11/ Karas (weeknight car service home from office after working late) 06/16/ Karas (weekend car service to office from home) 06/17/ Lakarosky (taxi to Newark Airport in Newark, NJ from home) 05/29/ Lakarosky (car service for L. Lakarosky & A. Robbins to hotel from client meeting in London, UK) 05/30/ Lakarosky (car service for L. Lakarosky & A. Robbins to client meeting from hotel in Athens, Greece) 06/01/ Lakarosky (car service for L. Lakarosky & A. Robbins to hotel from client meeting in Athens, Greece) 06/01/ Lakarosky (taxi home from Newark Airport in Newark, NJ) 06/02/ Lakarosky (taxi to hotel from airport in Athens, Greece) 06/02/ Lakarosky (weeknight taxi home from office after working late) 06/08/ Lakarosky (weekend taxi to office from home) 06/18/ Lakarosky (early morning taxi to office for client meeting w/ representatives of Togut, Segal & Segal) 06/22/ Lin (weekend taxi home from office) 07/16/ O'Connell (car service to client meeting in New York, NY from office) 06/08/ O'Connell (car service to hotel from airport in London, UK) 06/11/ O'Connell (car service to JFK Airport in Queens, NY from home) 06/12/ O'Connell (taxi to client meeting from hotel in London, UK) 06/12/ O'Connell (taxi to hotel from client meeting in London, UK) 06/12/ O'Connell (car service home from JFK Airport in Queens, NY) 06/13/ O'Connell (train service to airport in London, UK) 06/13/ O'Connell (car service to client meeting in New York, NY) 06/16/ Robbins (car service to Newark Airport in Newark, NJ from home) 05/29/ Robbins (car service to client meeting from airport in London, UK) 05/30/ Robbins (car service to client meeting from hotel in London, UK) 05/31/ Robbins (car service to hotel from airport in Athens, Greece) 05/31/ Robbins (car service to client dinner meeting from hotel in Athens, Greece) 06/01/ Robbins (car service to hotel from client dinner meeting in Athens, Greece) 06/01/ Robbins (car service home from airport in Newark, NJ) 06/04/ Robbins (car service to airport from hotel in Athens, Greece) 06/04/ Robbins (car service to Newark Airport in Newark, NJ from home) 06/11/ Robbins (car service to pickup materials from client meeting from office) 06/11/ Robbins (weekend car service to office from home) 06/11/ Robbins (car service to client meeting from hotel in London, UK) 06/12/ Robbins (car service to hotel from client meeting in London, UK) 06/12/ Robbins (taxi to hotel from airport in London, UK) 06/12/ Robbins (car service to airport in London, UK from hotel) 06/13/ Robbins (car service to office from Newark Airport in Newark, NJ) 06/13/ Robbins (weeknight car service home from office after working late) 06/14/ Robbins (car service to client meeting in New York, NY) 06/15/ Robbins (weeknight car service home from office after working late) 06/23/ Zelin (round trip car service to/from client meeting in New York, NY from/to home) 04/11/ Subtotal - Ground Transportation 3, Communications Lakarosky (wi-fi access while traveling) 06/02/ Lakarosky (wi-fi access while traveling) 06/30/ Robbins (wi-fi access while traveling) 06/05/ Robbins (wi-fi access while traveling) 06/07/ Robbins (wi-fi access while traveling) 06/09/ Robbins (wi-fi access while traveling) 06/13/ Subtotal - Communications Employee Meals Karas (weeknight working dinner office while working late) 04/18/ Karas (weekend working dinner office) 04/30/ Karas (weeknight working dinner office while working late) 05/01/ Karas (weeknight working dinner office while working late) 05/02/ Karas (weeknight working dinner office while working late) 05/04/ Karas (weeknight working dinner office while working late) 05/08/ Karas (weeknight working dinner office while working late) 05/09/ Karas (weeknight working dinner office while working late) 05/10/ Karas (weeknight working dinner office while working late) 05/11/ Karas (weeknight working dinner office while working late) 05/22/ Karas (weeknight working dinner office while working late) 06/08/ Karas (weekend working lunch office) 06/10/ Page 3 of 4

28 Pg 28 of 86 Toisa Limited Details of Expenses Processed Through August 31, 2017 Invoice No Karas (weekend working lunch office) 06/11/ Karas (weekend working dinner office) 06/11/ Karas (weekend working dinner office) 06/17/ Karas (weekend working lunch office) 06/18/ Karas (weeknight working dinner office while working late) 07/10/ Lakarosky (weeknight working dinner office while working late) 04/25/ Lakarosky (weeknight working dinner office while working late) 05/01/ Lakarosky (weeknight working dinner office while working late) 05/04/ Lakarosky (weeknight working dinner office while working late) 05/11/ Lakarosky (weekend working lunch office) 05/20/ Lakarosky (weekend working dinner office) 05/20/ Lakarosky (weekend working breakfast office) 05/21/ Lakarosky (weekend working lunch office) 05/21/ Lakarosky (weeknight working dinner office while working late) 05/23/ Lakarosky (working meal while in London, UK) 05/30/ Lakarosky (working meal while in London, UK) 05/30/ Lakarosky (working dinner meal for L. Lakarosky & A. Robbins while in London, UK) 05/30/ Lakarosky (working dinner meal while in Athens, Greece) 05/31/ Lakarosky (working breakfast meal while in Athens, Greece) 06/01/ Lakarosky (working dinner meal for L. Lakarosky & A. Robbins while in London, UK) 06/01/ Lakarosky (working meal while in Athens, Greece) 06/01/ Lakarosky (working meal while in Athens, Greece) 06/02/ Lakarosky (in-room hotel in Athens, Greece) 06/02/ Lakarosky (weekend working lunch office) 06/04/ Lakarosky (weeknight working dinner office while working late) 06/05/ Lakarosky (weeknight working dinner office while working late) 06/20/ Lakarosky (weeknight working dinner office while working late) 07/13/ Lakarosky (weeknight working dinner office while working late) 07/26/ Lin (weeknight working dinner office while working late) 06/19/ Lin (weeknight working dinner office while working late) 06/22/ Lin (weeknight working dinner office while working late) 06/26/ Lin (weeknight working dinner office while working late) 06/28/ Lin (weeknight working dinner office while working late) 06/29/ Lin (weeknight working dinner office while working late) 07/05/ Lin (weeknight working dinner office while working late) 07/06/ Lin (weeknight working dinner office while working late) 07/07/ Lin (weekend working dinner office) 07/09/ Lin (weeknight working dinner office while working late) 07/10/ Lin (weeknight working dinner office while working late) 07/11/ Lin (weeknight working dinner office while working late) 07/12/ Lin (weeknight working dinner office while working late) 07/13/ Lin (weeknight working dinner office while working late) 07/14/ Lin (weekend working dinner office) 07/16/ Lin (weeknight working dinner office while working late) 07/18/ Lin (weeknight working dinner office while working late) 07/19/ Lin (weeknight working dinner office while working late) 07/20/ Lin (weeknight working dinner office while working late) 07/25/ Lin (weeknight working dinner office while working late) 08/03/ O'Connell (weeknight working dinner office while working late) 05/17/ Robbins (weeknight working dinner office while working late) 05/10/ Robbins (coffee beverage while traveling) 05/22/ Robbins (working meal while traveling) 05/29/ Robbins (weekend working office) 06/11/ Robbins (working dinner meal with E. hotel in London, UK) 06/12/ Robbins (weeknight working dinner office while working late) 06/16/ Robbins (weeknight working dinner office while working late) 06/19/ Robbins (weeknight working dinner office while working late) 06/22/ Robbins (weeknight working dinner office while working late) 06/26/ Robbins (weeknight working dinner office while working late) 06/26/ South III (working lunch with J. O'Connell meal after Court hearing in New York, NY) 06/23/ Subtotal - Employee Meals 1, Lodging Lakarosky (2 day hotel stay in London, UK) 05/29/17-05/31/ Lakarosky (2 day hotel stay in Athens, Greece) 05/31/17-06/02/17 1, Robbins (travel agency booking fee for hotel stay in London, UK from 06/12-06/13/17) 06/12/ Robbins (1 day hotel stay in London, UK) 06/12/17-06/13/ Subtotal - Lodging 2, Document Production Karas (177 color photocopies a rate of $0.10 per page) 08/09/ Subtotal - Document Production Total Expenses $ 16, Page 4 of 4

29 Pg 29 of 86 APPENDIX C

30 Pg 30 of 86 APRIL 11, 2017 THROUGH APRIL 30, 2017 Professional Title Hours John James O'Connell III Partner 14.5 George B. South III Partner 6.5 Avram Robbins Managing Director 40.5 Leah Lakarosky Associate 65.0 Peter Karas Analyst 46.0 Total 172.5

31 Pg 31 of 86 APRIL 1, 2017 THROUGH APRIL 30, 2017 John James O'Connell III 04/18/ Initial meeting with management and counsel John James O'Connell III 04/20/ Meeting with internal team John James O'Connell III 04/20/ Conference call with counsel to discuss lender matter John James O'Connell III 04/21/ Conference call with counsel and lender regarding various matters John James O'Connell III 04/21/ Conference call with counsel regarding case status John James O'Connell III 04/21/ Meeting with internal team John James O'Connell III 04/24/ Internal team meeting regarding financial model, due diligence items and other matters John James O'Connell III 04/24/ Correspondence regarding various matters John James O'Connell III 04/25/ Call with Scura regarding creditor meeting and due diligence John James O'Connell III 04/25/ Correspondence regarding creditor advisor meeting John James O'Connell III 04/26/ Internal team meeting regarding financial analysis John James O'Connell III 04/26/ Meeting with advisors to creditor group John James O'Connell III 04/27/ Internal team conference call to discuss financial model, due diligence items and other matters John James O'Connell III 04/30/ Preparation of materials for client meeting 14.5 Page 2 of 6

32 Pg 32 of 86 APRIL 1, 2017 THROUGH APRIL 30, 2017 George South 04/18/ Reviewed and revised draft PJT retention application, order and related declarations George South 04/18/ Correspondence concerning PJT retention related issues George South 04/19/ Discussions w/a. Robbins and L. Lakarosky re: PJT retention application and related documents George South 04/19/ Review and follow-up related to PJT retention application and related issues George South 04/20/ Correspondence with Togut team re: PJT and Scura retention applications George South 04/20/ Calls with company, Togut team, PJT team and Scura team concerning PJT and Scura retention applications and coordination to avoid duplication George South 04/21/ Correspondence concerning PJT/Scura retention related issues George South 04/21/ Reviewed documents related to PJT and Scura retention issues 6.5 Page 3 of 6