scc Doc 372 Filed 11/14/17 Entered 11/14/17 17:38:52 Main Document Pg 1 of 27 : :

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1 Pg 1 of 27 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re TOISA LIMITED, et al., Debtors x Chapter 11 Case No (SCC) (Jointly Administered) COVER SHEET OF SEVENTH MONTHLY FEE STATEMENT OF SCURA PALEY SECURITIES LLC FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1, 2017 TO AND INCLUDING OCTOBER 31, 2017 Name of Applicant Authorized to Provide Professional Services to Scura Paley Securities LLC Debtors and Debtors in Possession Date of Retention January 29, 2017 Period for Which Compensation and Reimbursement Are Requested October 1, 2017 October 31, 2017 Amount of Compensation Requested $110, Amount of Compensation Requested Immediately $88, (80% of $110,000.00) Amount of Compensation Held Back $22, (20% of $110,000.00) Amount of Expense Reimbursement Requested $30, This is a(n) monthly x interim final application 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.

2 Pg 2 of 27 SEVENTH MONTHLY FEE STATEMENT OF SCURA PALEY SECURITIES LLC AS FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION OCTOBER 1, 2017 OCTOBER 31, 2017 Time by Professional Name Title Total Hours Paul Scura Managing Partner 50.0 Robert Aiello Partner 48.5 Matthew Vertin Partner 51.5 William Crowley Associate 43.5 Dianne Mazzola Executive Assistant 9.5 Total Time by Category Project Category Total Hours A - Administration 29.5 B - Business Operations Planning and Analysis 53.0 C - Preparation and/or Review for Court Filings D - Capital Structure Analysis 6.5 E - Discussions with Creditors and their 13.0 Total ii

3 Pg 3 of 27 SEVENTH MONTHLY FEE STATEMENT OF SCURA PALEY SECURITIES LLC AS FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION OCTOBER 1, 2017 OCTOBER 31, 2017 Expense Category Amount Airfare $ 14, International Phone Charges Internet Legal 5, Lodging 5, Meals 2, Parking Rail Transportation Taxis Telephone Charges TOTAL $ 30, iii

4 Pg 4 of 27 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re TOISA LIMITED, et al., Debtors x Chapter 11 Case No (SCC) (Jointly Administered) SEVENTH MONTHLY FEE STATEMENT OF SCURA PALEY SECURITIES LLC FOR ALLOWANCE OF COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES INCURRED AS FINANCIAL ADVISOR TO THE DEBTORS AND DEBTORS IN POSSESSION FOR THE PERIOD FROM OCTOBER 1, 2017 TO AND INCLUDING OCTOBER 31, 2017 TO THE HONORABLE SHELLEY C. CHAPMAN, UNITED STATES BANKRUPTCY JUDGE Scura Paley Securities LLC ( Scura Paley ), financial advisor to the debtors and debtors in possession in the above-captioned chapter 11 cases (collectively, the Debtors ), hereby submits this seventh monthly fee statement (this Fee Statement ) for (a) allowance of compensation for professional services rendered on behalf of the Debtors during the period from October 1, 2017 to and including October 31, 2017 (the Compensation Period ) in the amount of $88,000.00, representing 80% of Scura Paley s unpaid Monthly Fee for October 2017 ($110,000.00) and (b) reimbursement of 100% of the actual and necessary expenses incurred by Scura Paley during the Compensation Period in connection with its services to the Debtors in the amount of $30, In support of this Fee Statement, Scura Paley respectfully represents as follows 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.

5 Pg 5 of 27 JURISDICTION AND VENUE 1. The United States Bankruptcy Court for the Southern District of New York (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C. and 1334 and the Amended Standing Order of Reference from the United States District Court for the Southern District of New York, dated January 31, This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). Venue is proper pursuant to 28 U.S.C and BACKGROUND 2. 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. The Debtors continue to operate their businesses and manage their properties as debtors and debtors in possession pursuant to Bankruptcy Code sections 1107(a) and On April 12, 2017, the Debtors filed an application to retain and employ Scura Paley as their financial advisor [Docket No. 113] (the Retention Application ) in accordance with the terms and conditions of that certain engagement letter between Scura Paley and the Debtors dated as of February 1, 2017 (the Engagement Letter ). 2 A copy of the Engagement Letter was filed as Exhibit B to the Retention Application. 4. On July 24, 2017, the Court entered the final order approving the Retention Application [Docket No. 251] (the Retention Order ). The Retention Order authorizes the Debtors to compensate Scura Paley in accordance with the terms of the Engagement Letter, as modified by the Retention Order, pursuant to the standards set forth in sections 327(a) and 328(a) of the Bankruptcy Code, and to reimburse Scura Paley for all actual and necessary expenses relating to these chapter 11 cases. 2 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Engagement Letter. The Engagement Letter amends and restates a previous engagement letter between Scura Paley and the Debtors dated as of November 2,

6 Pg 6 of On February 21, 2017, the Court entered an order, which generally sets forth the procedures for interim compensation and expense reimbursement for retained professionals [Docket No. 37] (the Interim Compensation Order ). The Interim Compensation Order provides that if no party has objected to the compensation sought in a Monthly Fee Statement (as defined in the Interim Compensation Order) within thirty-five (35) days after the month for which compensation is sought, the Debtors shall promptly pay to such professional an amount equal to 80% of the fees and 100% of the expenses requested in the Monthly Fee Statement. RELIEF REQUESTED 6. By this Fee Statement, Scura Paley requests (a) allowance of compensation for professional services rendered on behalf of the Debtors during the Compensation Period in the amount of $88,000.00, representing 80% of Scura Paley s unpaid Monthly Fee for October 2017 ($110,000.00) and (b) reimbursement of 100% of the actual and necessary expenses incurred by Scura Paley during the Compensation Period in connection with its services to the Debtors amount of $30, All services for which compensation is requested by Scura Paley were performed during the Compensation Period on behalf of the Debtors. During the Compensation Period, Scura Paley performed significant services on behalf of the Debtors, including but not limited to the following (a) (b) (c) (d) Preparation of the Monthly Operating Reports; Analysis of the Debtors capital structure; Preparation of financial forecasts in connection with restructuring discussions; Discussions with creditors financial advisor concerning possible restructuring strategies; and 3

7 Pg 7 of 27 (e) Meetings and discussions with Debtors management concerning possible restructuring strategies. 8. Although Scura Paley, in line with market convention, does not bill by the hour, Scura Paley kept track of its post-petition time in half-hour increments in accordance with the Retention Order. Such time records are attached hereto as Exhibit A. During the Compensation Period, Scura Paley professionals spent approximately 203 hours providing financial advisory and investment banking services to the Debtors. 9. The fees charged by Scura Paley have been billed in accordance with the Engagement Letter and the Retention Order, and are comparable to those fees charged by Scura Paley for professional services rendered in connection with comparable matters. Scura Paley submits that such fees are reasonable based upon the customary compensation charged by similarly skilled practitioners in comparable bankruptcy cases and non-bankruptcy matters in the competitive national financial advisory and investment banking market. 10. Scura Paley also incurred certain necessary expenses during the Compensation Period for which it is entitled to reimbursement under the Engagement Letter. As set forth in detail in the summary attached hereto as Exhibit B, Scura Paley s total expenses incurred during the Compensation Period are $30, Certain of the expenses requested herein were incurred by Scura Paley prior to the Compensation Period but not previously processed. 4

8 Pg 8 of 27 WHEREFORE, Scura Paley respectfully requests (a) allowance of compensation for professional services rendered on behalf of the Debtors during the Compensation Period in the amount of $88,000.00, representing 80% of Scura Paley s unpaid Monthly Fee for October 2017 ($110,000.00), and (b) reimbursement of 100% of the actual and necessary expenses incurred by Scura Paley during the Compensation Period in connection its services to the Debtors in the amount of $30,289.83, for a total interim award of $118, Dated November 14, 2017 Respectfully submitted, /s/ Paul V. Scura Paul V. Scura Managing Partner Scura Paley Securities LLC 5

9 Pg 9 of 27 Exhibit A Time Records of Scura Paley Professionals Date Category Professionals Hours Description 10/2/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.5 Call re motion to compel 10/2/2017 Preparation and/or Review for Court Filings Paul Scura 1.5 Call re motion to compel 10/2/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with William Crowley 10/2/2017 Business Operations Planning and Analysis Robert Aiello 1.5 Review from company 10/2/2017 Preparation and/or Review for Court Filings Robert Aiello 1.5 Call re motion to compel 10/2/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review due diligence tracker 10/2/2017 Administration William Crowley 0.5 Call with Rob Aiello - schedules 10/2/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/2/2017 Discussions with Creditors and their William Crowley 1.0 New AMA diligence questions 10/2/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Call with Rob Aiello - MORs 10/2/2017 Preparation and/or Review for Court Filings William Crowley 1.5 Conference call - Motion to compel 10/2/2017 Preparation and/or Review for Court Filings William Crowley 1.0 Conference call - motion to compel, newbuild contracts 10/3/2017 Business Operations Planning and Analysis Matthew Vertin 1.0 Advisor catch up call 10/3/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 UCC catch up call 10/3/2017 Business Operations Planning and Analysis Paul Scura 1.0 Advisor catch up call 10/3/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Robert Aiello 10/3/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Toisa 10/3/2017 Business Operations Planning and Analysis Robert Aiello 1.0 Advisor catch up call 10/3/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with William Crowley 10/3/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Paul Scura 10/3/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review MORs submitted 10/3/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review prelimnary agenda 10/3/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/3/2017 Business Operations Planning and Analysis William Crowley 1.0 Conference call - All advisor catchup 10/3/2017 Capital Structure Analysis William Crowley 1.0 Research/analysis of other shipping restructured debt facilities 10/3/2017 Discussions with Creditors and their William Crowley 0.5 Conference call - UCC 10/3/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Call with Rob Aiello 10/3/2017 Preparation and/or Review for Court Filings William Crowley 1.0 Conference call - all advisors catch up 10/4/2017 Administration Dianne Mazzola 1.0 Prepare time records 10/4/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Robert Aiello 10/4/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Toisa 10/4/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Paul Scura

10 Date Category Pg 10 of 27 Professionals Hours Description 10/4/2017 Business Operations Planning and Analysis Robert Aiello 1.5 Review revised upside analysis 10/4/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review draft bridge order 10/4/2017 Administration William Crowley 0.5 Call with B&M - Management company financials 10/4/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/4/2017 Business Operations Planning and Analysis William Crowley 1.0 Review updated Offshore upside forecast 10/4/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Read/Review bridge order 10/4/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Review updated liquidity forecast 10/5/2017 Discussions with Creditors and their Matthew Vertin 0.5 Prep for Meeting 10/5/2017 Preparation and/or Review for Court Filings Matthew Vertin 3.0 Meeting with Judge Peck 10/5/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Review of s 10/5/2017 Preparation and/or Review for Court Filings Matthew Vertin 0.5 Call with William Crowley 10/5/2017 Preparation and/or Review for Court Filings Paul Scura 3.0 Meeting with Judge Peck 10/5/2017 Business Operations Planning and Analysis Robert Aiello 2.0 Review liquidation analysis 10/5/2017 Business Operations Planning and Analysis Robert Aiello 2.0 Review plan materials 10/5/2017 Preparation and/or Review for Court Filings Robert Aiello 0.5 Call with William Crowley 10/5/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/5/2017 Administration William Crowley 0.5 October time log 10/5/2017 Administration William Crowley 0.5 September time log 10/5/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Call with Matt Vertin 10/5/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Call with Rob Aiello 10/5/2017 Preparation and/or Review for Court Filings William Crowley 1.0 Review liquidation analysis 10/6/2017 Administration Dianne Mazzola 1.0 Prepare time records 10/6/2017 Administration Dianne Mazzola 1.0 Finalize monthly expenses 10/6/2017 Business Operations Planning and Analysis Matthew Vertin 0.5 Call with Paul Scura 10/6/2017 Business Operations Planning and Analysis Matthew Vertin 0.5 Call with William Crowley 10/6/2017 Discussions with Creditors and their Matthew Vertin 1.0 Call with Gregory Callimanopulos 10/6/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Review of Mediation Documents 10/6/2017 Business Operations Planning and Analysis Paul Scura 1.0 Call with Gregory Callimanopulos 10/6/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Matthew Vertin 10/6/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Gregory Callimanopulos 10/6/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/6/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Call with Matt Vertin 10/8/2017 Preparation and/or Review for Court Filings Robert Aiello 2.0 Review mediation guidelines and strategy 10/8/2017 Preparation and/or Review for Court Filings William Crowley 1.0 Read/Review Memo to Mediation Parties, TSS 2

11 Date Category Pg 11 of 27 Professionals Hours Description conference call debrief 10/9/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review revised draft cash management order 10/9/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/9/2017 Preparation and/or Review for Court Filings William Crowley 1.0 Read/Review Plan Alternatives presentation 10/10/2017 Business Operations Planning and Analysis Matthew Vertin 1.0 UCC catch up call 10/10/2017 Preparation and/or Review for Court Filings Matthew Vertin 2.0 Call re term sheet and cash discussion 10/10/2017 Business Operations Planning and Analysis Paul Scura 2.0 Call re term sheet and cash discussion 10/10/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Zolfo Cooper 10/10/2017 Business Operations Planning and Analysis Paul Scura 1.0 Call with Toisa 10/10/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Robert Aiello 10/10/2017 Preparation and/or Review for Court Filings Robert Aiello 2.0 Call re term sheet and cash discussion 10/10/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review status of due diligence request 10/10/2017 Preparation and/or Review for Court Filings Robert Aiello 0.5 Call with Paul Scura 10/10/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review draft materials from PJT 10/10/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/10/2017 Discussions with Creditors and their William Crowley 0.5 AMA Diligence responses 10/10/2017 Discussions with Creditors and their William Crowley 0.5 Conference call - UCC 10/10/2017 Preparation and/or Review for Court Filings William Crowley 1.5 Conference call - Term sheet & alternative currencies 10/10/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Review Backstop Financing alternatives 10/11/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with TSS 10/11/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/12/2017 Preparation and/or Review for Court Filings Matthew Vertin 2.0 Call re offshore vessel objection 10/12/2017 Preparation and/or Review for Court Filings Paul Scura 2.0 Call re offshore vessel objection 10/12/2017 Preparation and/or Review for Court Filings Robert Aiello 2.0 Call re offshore vessel objection 10/12/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/12/2017 Business Operations Planning and Analysis William Crowley 0.5 Review updated Plan Alternatives presentation 10/12/2017 Preparation and/or Review for Court Filings William Crowley 1.0 Conference call - Offshore Newbuilds, Motion to compel 10/13/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with William Crowley 10/13/2017 Preparation and/or Review for Court Filings Robert Aiello 2.0 Review revised liquidation analysis 10/13/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 3

12 Date Category Pg 12 of 27 Professionals Hours Description 10/13/2017 Capital Structure Analysis William Crowley 0.5 Call with VesselsValue 10/16/2017 Discussions with Creditors and their Matthew Vertin 2.0 Meeting with Judge Peck 10/16/2017 Preparation and/or Review for Court Filings Matthew Vertin 0.5 Call with PJT 10/16/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with PJT 10/16/2017 Preparation and/or Review for Court Filings Paul Scura 2.0 Meeting with Judge Peck 10/16/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Review meeting agenda 10/16/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/16/2017 Business Operations Planning and Analysis William Crowley 0.5 Review Agenda 10/17/2017 Administration Matthew Vertin 1.0 UCC catch up call 10/17/2017 Business Operations Planning and Analysis Matthew Vertin 2.0 Meeting with Gregory Callimanopulos 10/17/2017 Business Operations Planning and Analysis Matthew Vertin 1.0 Call with Toisa 10/17/2017 Business Operations Planning and Analysis Paul Scura 2.0 Meeting with Gregory Callimanopulos 10/17/2017 Business Operations Planning and Analysis Paul Scura 1.5 Call with Toisa 10/18/2017 Discussions with Creditors and their Matthew Vertin 1.0 Meeting with Paul Leand 10/18/2017 Preparation and/or Review for Court Filings Matthew Vertin 0.5 Prep for Meeting 10/18/2017 Preparation and/or Review for Court Filings Matthew Vertin 2.0 Meeting with Gregory Callimanopulos 10/18/2017 Preparation and/or Review for Court Filings Matthew Vertin 0.5 Call with Paul Scura 10/18/2017 Discussions with Creditors and their Paul Scura 1.0 Meeting with Paul Leand 10/18/2017 Discussions with Creditors and their Paul Scura 0.5 Call with Paul Leand 10/18/2017 Preparation and/or Review for Court Filings Paul Scura 2.0 Meeting with Gregory Callimanopulos 10/18/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Robert Aiello 10/18/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Matthew Vertin 10/18/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Paul Scura 10/18/2017 Business Operations Planning and Analysis Robert Aiello 2.0 Review updated management case 10/18/2017 Business Operations Planning and Analysis Robert Aiello 1.0 Review updated tracker 10/18/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/18/2017 Business Operations Planning and Analysis William Crowley 1.0 Review management case business plan 10/19/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Call with Gregory Callimanopulos 10/19/2017 Preparation and/or Review for Court Filings Paul Scura 1.0 Call with Gregory Callimanopulos 10/19/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Robert Aiello 10/19/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/20/2017 Business Operations Planning and Analysis Matthew Vertin 0.5 Call with Robert Aiello 10/20/2017 Preparation and/or Review for Court Filings Robert Aiello 0.5 Call with Matthew Vertin 4

13 Date Category Pg 13 of 27 Professionals Hours Description 10/23/2017 Business Operations Planning and Analysis Matthew Vertin 0.5 Call with Paul Scura 10/23/2017 Discussions with Creditors and their Matthew Vertin 1.0 Advisor catch up call 10/23/2017 Preparation and/or Review for Court Filings Matthew Vertin 0.5 Call with Toisa 10/23/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Robert Aiello 10/23/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Matthew Vertin 10/23/2017 Discussions with Creditors and their Paul Scura 1.5 Advisor catch up call 10/23/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Paul Scura 10/24/2017 Discussions with Creditors and their Matthew Vertin 1.0 UCC catch up call 10/24/2017 Preparation and/or Review for Court Filings Matthew Vertin 2.0 Meeting with Judge Peck 10/24/2017 Preparation and/or Review for Court Filings Paul Scura 2.0 Meeting with Judge Peck 10/24/2017 Preparation and/or Review for Court Filings Robert Aiello 2.0 Meeting with Judge Peck 10/24/2017 Discussions with Creditors and their William Crowley 0.5 Conference call - UCC 10/25/2017 Business Operations Planning and Analysis Matthew Vertin 1.0 Call with Toisa 10/25/2017 Business Operations Planning and Analysis Paul Scura 1.0 Call with Toisa 10/25/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Zolfo Cooper 10/25/2017 Discussions with Creditors and their Paul Scura 0.5 Call with Paul Leand 10/25/2017 Business Operations Planning and Analysis Robert Aiello 1.0 Call with Toisa 10/25/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/26/2017 Administration Dianne Mazzola 1.0 Travel arrangements for Matthew Vertin 10/26/2017 Business Operations Planning and Analysis Matthew Vertin 0.5 Call with Robert Aiello 10/26/2017 Preparation and/or Review for Court Filings Matthew Vertin 2.0 Follow up to meeting with Judge Peck 10/26/2017 Preparation and/or Review for Court Filings Matthew Vertin 2.0 Review of Mediation Documents 10/26/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Robert Aiello 10/26/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with William Crowley 10/26/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Toisa 10/26/2017 Preparation and/or Review for Court Filings Paul Scura 2.0 Follow up to meeting with Judge Peck 10/26/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Matthew Vertin 10/26/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Paul Scura 10/26/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with William Crowley 10/26/2017 Preparation and/or Review for Court Filings Robert Aiello 2.0 Follow up to meeting with Judge Peck 10/26/2017 Business Operations Planning and Analysis William Crowley 0.5 Call with Rob Aiello 10/26/2017 Capital Structure Analysis William Crowley 4.0 Analysis of historical financials - decline in value of equity 10/26/2017 Capital Structure Analysis William Crowley 0.5 Call with B&M - Historical financials 10/26/2017 Capital Structure Analysis William Crowley 0.5 Call with Paul Scura - Historical 5

14 Date Category Pg 14 of 27 Professionals Hours Description equity value 10/27/2017 Business Operations Planning and Analysis Matthew Vertin 1.0 Review of s 10/27/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Call re advisor term sheet 10/27/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Call re offshore business plan 10/27/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Robert Aiello 10/27/2017 Preparation and/or Review for Court Filings Paul Scura 1.0 Call re advisor term sheet 10/27/2017 Preparation and/or Review for Court Filings Paul Scura 1.0 Call re offshore business plan 10/27/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Matthew Vertin 10/27/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with William Crowley 10/27/2017 Business Operations Planning and Analysis Robert Aiello 0.5 Call with Paul Scura 10/27/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Call re advisor term sheet 10/27/2017 Preparation and/or Review for Court Filings Robert Aiello 4.0 Review of MORs for September 10/27/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Call re offshore business plan 10/27/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/27/2017 Business Operations Planning and Analysis William Crowley 1.0 Conference Call - updated business plan 10/28/2017 Business Operations Planning and Analysis Matthew Vertin 0.5 Call with Paul Scura 10/28/2017 Business Operations Planning and Analysis Paul Scura 0.5 Call with Matthew Vertin 10/29/2017 Administration Paul Scura 0.5 Call with Robert Aiello 10/29/2017 Administration Paul Scura 0.5 Call with TSS 10/29/2017 Administration Robert Aiello 0.5 Call with Paul Scura 10/30/2017 Administration Dianne Mazzola 2.0 Prepare time records 10/30/2017 Administration Dianne Mazzola 1.0 Travel arrangements for Matthew Vertin 10/30/2017 Administration Dianne Mazzola 0.5 Travel arrangements for Robert Aiello 10/30/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Call to finalize term sheet 10/30/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Call with Rob Aiello 10/30/2017 Preparation and/or Review for Court Filings Matthew Vertin 1.0 Call re revised term sheet 10/30/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Toisa 10/30/2017 Preparation and/or Review for Court Filings Paul Scura 1.0 Call to finalize term sheet 10/30/2017 Preparation and/or Review for Court Filings Paul Scura 1.0 Call re revised term sheet 10/30/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Robert Aiello 10/30/2017 Preparation and/or Review for Court Filings Paul Scura 1.0 Call with Matthew Vertin 10/30/2017 Preparation and/or Review for Court Filings Robert Aiello 1.0 Call to finalize term sheet 10/30/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/30/2017 Preparation and/or Review for Court Filings William Crowley 2.5 MORs 10/31/2017 Administration Dianne Mazzola 1.0 Prepare time records 10/31/2017 Administration Dianne Mazzola 1.0 Prepare expense reports 10/31/2017 Administration Matthew Vertin 6.0 Travel to Mediation 10/31/2017 Business Operations Planning and Analysis Paul Scura 1.5 Call with Robert Aiello 10/31/2017 Preparation and/or Review for Court Filings Paul Scura 1.5 Call re proposed term sheet 10/31/2017 Preparation and/or Review for Court Filings Paul Scura 0.5 Call with Toisa 6

15 Date Category Pg 15 of 27 Professionals Hours Description 10/31/2017 Administration William Crowley 0.5 Composing / Reviewing Toisa 10/31/2017 Administration William Crowley 1.0 October time log 10/31/2017 Preparation and/or Review for Court Filings William Crowley 0.5 Call with Rob Aiello - MORs 10/31/2017 Preparation and/or Review for Court Filings William Crowley 1.0 MORs

16 Pg 16 of 27 Exhibit B Expense Detail Expense Tag Transaction Date Spend Category Amount - USD Employee/Vendor Legal Aug-17 Legal 3, Sidley Austin LLP Legal Sep-17 Legal 1, Sidley Austin LLP Legal Oct-17 Legal 1, Sidley Austin LLP Conference Calls Oct-17 Telecommunications QuickConnect Lodging 6/21/2017 T&E - Lodging Robert Aiello Meals 9/15/2017 T&E - Meals Robert Aiello Meals 9/26/2017 T&E - Meals Robert Aiello Transportation 9/26/2017 T&E - Rail Robert Aiello Transportation 10/17/2017 T&E - Rail Paul Scura Meals 10/17/2017 T&E - Meals 9.20 Paul Scura Transportation 10/24/2017 T&E - Airfare Robert Aiello Transportation 10/24/2017 T&E - Taxi Robert Aiello Transportation 10/24/2017 T&E - Taxi Robert Aiello Transportation 10/24/2017 T&E - Taxi Robert Aiello Meals 10/24/2017 T&E - Meals 6.62 Robert Aiello Meals 10/24/2017 T&E - Meals Robert Aiello Transportation 10/25/2017 T&E - Taxi Robert Aiello Transportation 10/26/2017 T&E - Airfare 2, Paul Scura Transportation 10/26/2017 T&E - Rail Paul Scura Transportation 10/26/2017 T&E - Rail 9.00 Paul Scura Transportation 10/26/2017 T&E - Rail Paul Scura Telecommunications 10/30/2017 T&E - Telephone calls Paul Scura Transportation 10/31/2017 T&E - Airfare 5, Matthew Vertin Transportation 10/31/2017 T&E - Taxi Matthew Vertin Meals 10/31/2017 T&E - Meals 1.93 Matthew Vertin Telecommunications 10/31/2017 T&E - Wifi Matthew Vertin Transportation 10/31/2017 T&E - Rail Paul Scura Transportation 10/31/2017 T&E - Taxi Paul Scura Transportation 10/31/2017 T&E - Taxi Paul Scura Transportation 10/31/2017 T&E - Taxi Paul Scura Meals 10/31/2017 T&E - Meals Paul Scura Meals 10/31/2017 T&E - Meals Paul Scura Telecommunications 10/31/2017 T&E - International Phone Charges Paul Scura Transportation 11/1/2017 T&E - Rail Matthew Vertin Transportation 11/1/2017 T&E - Taxi Matthew Vertin Transportation 11/1/2017 T&E - Taxi Matthew Vertin Transportation 11/1/2017 T&E - Rail 7.25 Paul Scura Transportation 11/1/2017 T&E - Taxi Paul Scura Meals 11/1/2017 T&E - Meals Paul Scura Meals 11/1/2017 T&E - Meals Paul Scura

17 Expense Tag Transaction Date Pg 17 of 27 Spend Category Amount - USD Employee/Vendor Transportation 11/1/2017 T&E - Airfare 3, Robert Aiello Transportation 11/1/2017 T&E - Taxi Robert Aiello Transportation 11/2/2017 T&E - Rail Matthew Vertin Transportation 11/2/2017 T&E - Taxi Matthew Vertin Transportation 11/2/2017 T&E - Taxi Matthew Vertin Transportation 11/2/2017 T&E - Taxi Paul Scura Meals 11/2/2017 T&E - Meals Paul Scura Transportation 11/3/2017 T&E - Rail Matthew Vertin Transportation 11/3/2017 T&E - Rail Matthew Vertin Meals 11/3/2017 T&E - Meals Paul Scura Meals 11/3/2017 T&E - Meals Paul Scura Lodging 11/4/2017 T&E - Lodging 1, Matthew Vertin Transportation 11/4/2017 T&E - Taxi Matthew Vertin Lodging 11/4/2017 T&E - Lodging 2, Paul Scura Transportation 11/4/2017 T&E - Taxi Paul Scura Parking 11/4/2017 T&E - Parking Paul Scura Transportation 11/5/2017 T&E - Airfare 2, Robert Aiello Transportation 11/5/2017 T&E - Taxi Robert Aiello Transportation 11/5/2017 T&E - Taxi Robert Aiello Transportation 11/5/2017 T&E - Taxi Robert Aiello Lodging 11/5/2017 T&E - Lodging 1, Robert Aiello Meals 11/5/2017 T&E - Meals Robert Aiello Telecommunications 2/17-9/17 T&E - International Phone Charges Robert Aiello 30,

18 SIDLEY AUSTIN Pg LLP18 of 27 ONE SOUTH DEARBORN CHICAGO, IL (312) (312) FAX AMERICA ASIA PACIFIC EUROPE Paul V. Scura Scura Paley and Company 489 Fifth Avenue New York, NY September 21, 2017 FEDERAL ID PLEASE INDICATE INVOICE NUMBER ON REMITTANCE Invoice Number Client Matter For professional services rendered through August 31, 2017 re Toisa Limited Fees $3, Total Due This Bill $3, Remit Check Payments To Remit Wire Payments To Sidley Austin LLP Sidley Austin LLP P.O. Box 0642 JP Morgan Chase Bank, NA Chicago, Illinois Account Number ABA Number Swift Code CHASUS33XXX Payment is Due Within 30 Days of Receipt of Invoice

19 Pg 19 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited T I M E S U M M A R Y Name Hours Rate Amount TA Labuda.30 $ $ ME Linder , Total Hours and Fees 4.00 $3,034.00

20 Pg 20 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited T I M E D E T A I L Date Name Narrative Hours 08/01/17 TA Labuda s with M. Linder and B. Moore re interim fee hearing /01/17 ME Linder s with debtors' counsel re interim fee hearing.10 08/02/17 ME Linder Review interim fee application in preparation for hearing on same 08/03/17 TA Labuda s with M. Linder, B. Moore and P. Scura re holdback issues. 08/03/17 ME Linder s with client, T. Labuda and debtors' counsel re interim fee hearing and holdback amounts (.2); prepare for hearing (.3); attend hearing on interim fee application via telephone (.8) 08/07/17 ME Linder to client re July fee statement.10 08/08/17 ME Linder s with client re July fee statement (.1); review amended notice of appointment of creditors' committee (.1) 08/09/17 ME Linder Draft July fee statement (.7); s with client re same (.1); s with T. Labuda re same (.1) 08/10/17 ME Linder Finalize fourth monthly fee statement and to Togut re same (.4); to client re filed version of same (.1) 08/15/17 ME Linder to client re first interim fee order.10 08/17/17 ME Linder Review chart summarizing professional fees owed (.1); to P. Scura re same (.1) Total Hours 4.00

21 SIDLEY AUSTIN Pg LLP21 of 27 ONE SOUTH DEARBORN CHICAGO, IL (312) (312) FAX AMERICA ASIA PACIFIC EUROPE Paul V. Scura Scura Paley and Company 489 Fifth Avenue New York, NY October 30, 2017 FEDERAL ID PLEASE INDICATE INVOICE NUMBER ON REMITTANCE Invoice Number Client Matter For professional services rendered through September 30, 2017 re Toisa Limited Fees $1, Expenses Total Due This Bill $1, Remit Check Payments To Remit Wire Payments To Sidley Austin LLP Sidley Austin LLP P.O. Box 0642 JP Morgan Chase Bank, NA Chicago, Illinois Account Number ABA Number Swift Code CHASUS33XXX Payment is Due Within 30 Days of Receipt of Invoice

22 Pg 22 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited T I M E S U M M A R Y Name Hours Rate Amount ME Linder 1.70 $ $1, Total Hours and Fees 1.70 $1,266.50

23 Pg 23 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited E X P E N S E S U M M A R Y Category/Description Amount Court Costs $70.00 Total $70.00

24 Pg 24 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited T I M E D E T A I L Date Name Narrative Hours 09/08/17 ME Linder Prepare fifth monthly fee statement.50 09/20/17 ME Linder s with client re fee statements.20 09/25/17 ME Linder s with Togut re second interim fee application (.1); draft second interim fee application (.8); to P. Scura re same ( Total Hours 1.70

25 SIDLEY AUSTIN Pg LLP25 of 27 ONE SOUTH DEARBORN CHICAGO, IL (312) (312) FAX AMERICA ASIA PACIFIC EUROPE Paul V. Scura Scura Paley and Company 489 Fifth Avenue New York, NY November 6, 2017 FEDERAL ID PLEASE INDICATE INVOICE NUMBER ON REMITTANCE Invoice Number Client Matter For professional services rendered through October 31, 2017 re Toisa Limited Fees $1, Total Due This Bill $1, Remit Check Payments To Remit Wire Payments To Sidley Austin LLP Sidley Austin LLP P.O. Box 0642 JP Morgan Chase Bank, NA Chicago, Illinois Account Number ABA Number Swift Code CHASUS33XXX Payment is Due Within 30 Days of Receipt of Invoice

26 Pg 26 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited T I M E S U M M A R Y Name Hours Rate Amount TA Labuda.20 $ $ ME Linder , Total Hours and Fees 1.80 $1,377.00

27 Pg 27 of 27 SIDLEY AUSTIN LLP Invoice Number Scura Paley and Company Toisa Limited T I M E D E T A I L Date Name Narrative Hours 10/09/17 TA Labuda Review second interim fee application /09/17 ME Linder Prepare September fee statement (.4); s with client re same (.1); finalize second interim fee application and s with Togut re same (.6) 10/11/17 ME Linder Revise monthly fee statement and to Togut re same.10 10/12/17 ME Linder Review filed September fee statement and to client re same 10/18/17 ME Linder s with client and Togut re second interim fee application Total Hours 1.80