scc Doc 548 Filed 04/19/18 Entered 04/19/18 10:21:11 Main Document Pg 1 of 15

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1 Pg 1 of 15 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 AMENDED AND RESTATED EIGHTEENTH INTERIM ORDER (I) AUTHORIZING CONTINUED USE OF EXISTING CASH MANAGEMENT PRACTICES, BANK ACCOUNTS, AND BUSINESS FORMS, (II) WAIVING INVESTMENT AND DEPOSIT REQUIREMENTS, AND (III) AUTHORIZING CONTINUANCE OF INTERCOMPANY TRANSACTIONS TO PERMIT DEBTOR TOISA LIMITED TO ADVANCE FUNDS FOR BUDGETED ITEMS SUBJECT TO A RIGHT OF REIMBURSEMENT FROM THE APPROPRIATE SECTION 363 SALE PROCEEDS Upon the motion (the "Motion") 2 of the Debtors for entry of an order (this "Amended and Restated Eighteenth Interim Cash Management Order" or Order ) under sections 105, 345, 362, 363, 364, 503, 1107, and 1108 of title 11 of the United States Code (the Bankruptcy Code ): (a) authorizing the Debtors to continue using their existing Cash Management Practices, Bank Accounts, and Business Forms, in each case subject to changes that they may make thereto in their sole discretion; (b) waiving any 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 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or the First-Day Declaration.

2 Pg 2 of 15 applicable investment and deposit requirements; and (c) authorizing the continuance of intercompany transactions and, to the extent applicable, granting administrative expense status to postpetition intercompany claims between and among the Debtors pursuant to Bankruptcy Code section 503(b)(1); and upon consideration of the First- Day Declaration and the statements made on the record at the hearing conducted on January 30, 2017 (the First Day Hearing ) and February 21, 2017 (the Second Day Hearing ); and the Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 17] (the Interim Cash Management Order ) having been entered on February 1, 2017; and the Second Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 40] (the Second Interim Cash Management Order ) having been entered on February 21, 2017; and the Third Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 57] (the Third Interim Cash Management Order ) having been entered on March 8, 2017; and the Fourth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 79] (the Fourth Interim Cash Management Order ) having been entered on March 17, 2017; and the Fifth Interim 2

3 Pg 3 of 15 Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 92] (the Fifth Interim Cash Management Order ) having been entered on March 29, 2017; and the Sixth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 101] (the Sixth Interim Cash Management Order ) having been entered on April 7, 2017; and the Seventh Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 135] (the Seventh Interim Cash Management Order ) having been entered on May 3, 2017; and the Eighth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 168] (the Eighth Interim Cash Management Order ) having been entered on May 19, 2017; the Ninth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 219] (the Ninth Interim Cash Management Order ) having been entered on June 26, 2017; the Tenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of 3

4 Pg 4 of 15 Intercompany Transactions [Docket No. 261] (the Tenth Interim Cash Management Order ) having been entered on July 26, 2017; and the Eleventh Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 296] (the Eleventh Interim Cash Management Order ) having been entered on September 11, 2017; the Twelfth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 338] (the Twelfth Interim Cash Management Order ) having been entered on October 19, 2017; Thirteenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 373] (the Thirteenth Interim Cash Management Order ) having been entered on November 15, 2017; the Fourteenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 402] (the Fourteenth Interim Cash Management Order ) having been entered on December 5, 2017; the Fifteenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 435] (the Fifteenth Interim Cash Management Order ) having been entered on January 12, 2018; the Sixteenth Interim 4

5 Pg 5 of 15 Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 464] (the Sixteenth Interim Cash Management Order ) having been entered on January 31, 2018; the Seventeenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 501] (the Seventeenth Interim Cash Management Order ) having been entered on March 9, 2018; the Amended and Restated Seventeenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 504] (the Amended Seventeenth Interim Cash Management Order ) having been entered on March 14, 2018; and the Eighteenth Interim Order (I) Authorizing Use of Continued Cash Management Practices, Bank Accounts, and Business Forms, (II) Waiving Investment and Deposit Requirements, and (III) Authorizing Continuance of Intercompany Transactions [Docket No. 537] (the Eighteenth Interim Cash Management Order ) having been entered on April 5, 2018; and due and sufficient notice of the Motion having been given under the particular circumstances; and it appearing that no other or further notice is necessary; and it appearing that the relief requested in the Motion is in the best interests of the Debtors and their respective estates, creditors and other parties in interest; and after due deliberation thereon; and good and sufficient cause appearing therefor; it is hereby 5

6 Pg 6 of 15 ORDERED, ADJUDGED, AND DECREED THAT: 1. The terms and conditions of the prior interim cash management orders are incorporated herein by reference and shall continue in full force and effect until the hearing to consider entry of a final order granting the relief requested in the Motion, which is currently scheduled for May 2, 2018 at 2:00 p.m. (ET); provided, however, that paragraph 1 of the Interim Cash Management Order shall be deleted and replaced in its entirety with the following amended paragraph 1 as follows The Motion is GRANTED as set forth herein on an interim basis through May 2, 2018; provided, however, that such extension is without prejudice to the Debtors' right to request further interim relief in these cases and for any party to oppose to such request and; provided, further, that notwithstanding any language herein to the contrary, until the Court conducts a hearing to consider entry of a final order concerning the relief sought in the Motion: (1) no monies or amounts shall be removed from any accounts held by the Debtors and transferred to any non-debtor accounts including, but not limited to, any of the Management Accounts unless otherwise authorized by order of the Court; (2) any monies or amounts currently held in the Management Accounts shall only be used for the Debtors ordinary course business purposes which, for the avoidance of doubt, shall include United States Trustee fees, the day to day direct operating expenses of the fleet, including payment of MMS 3, MMBS 4 and Sealion 5 3 MMS may pay its remaining obligations from March 29 through May 2, 2018 for its 66 employees in the aggregate approximate amount of $436,800 and its estimated day to day operating expenses in the amount $379,800 from funds in Eur account No. xxxxxx7023 Citibank Athens set forth in Schedule 3 to the Motion. 4 MMBS may pay its remaining obligations from March 29 through May 2, 2018 for its 3 employees in the aggregate approximate amount of $25,600 and its estimated day to day operating expenses in the amount $20,100 from funds in Eur account No. xxx-xxx-xxxxxxxx001-7 with Aegean Baltic Bank set forth in Schedule 3 to the Motion. 5 Sealion may pay its remaining obligations from March 29 through May 2, 2018 for its 26 employees in the United Kingdom and 4 in China in the aggregate approximate amount of $294,146 and its estimated day to day operating expenses in the amount of $300,178 from funds in HSBC account xxxx9806 and HSBC account xxxx1076 set forth in Schedule 3 to the Motion. 6

7 Pg 7 of 15 (which shall be limited to the amounts listed in footnotes 3, 4 and 5 below, subject to a 10% variance for expenses unless otherwise authorized by order of the Court); (3) all Freights, charter receipts and other monies received on account of the operation of the Debtors Vessels shall be deposited by the Debtors and any of the management companies, as the case may be, promptly into the applicable Vessel Accounts, including, the Bank Accounts identified on the schedule attached hereto as Exhibit 1, and all incoming amounts shall be deposited in accounts held by the Debtors and no amounts shall be remitted directly to any Management Accounts; (4) Toisa Limited is authorized to pay the Debtors allowed professionals fees and expenses in accordance with the terms and conditions set forth in the Order Under Bankruptcy Code Sections 105(a) and 331 Establishing Procedures for Interim Compensation and Reimbursement of Expenses of Professionals [Docket No. 37] and Order Pursuant to 11 U.S.C. 105(A), 327, 330 and 331 Authorizing the Debtors to Employ and Compensate Professionals Utilized in the Ordinary Course of Business Nunc Pro Tunc to the Petition Date [Docket No. 83]; (5) Toisa Limited is authorized to advance an aggregate total of up to $1,465,316 in weekly installments through May 2, 2018 to Sealion (the Intercompany Advances ) in connection with the operating expenses of the offshore vessels managed by Sealion for Toisa Limited, including lay up costs and expenses as set forth in the cash collateral budgets and the agreed upon disbursements annexed hereto as Schedule 1; provided that (a) the Intercompany Advances shall be used by Sealion solely to fund disbursements in respect of vessels owned by Toisa Limited and for no other purpose except as set forth on Schedule 1, (b) the weekly installments shall be in the amounts agreed to by the Informal Committee, Credit Agricole, Citibank and the Committee (defined below)) on Schedule 1 hereto unless otherwise agreed to in writing by the Informal Committee, Credit Agricole, and Citibank (and noticed in writing to the Committee) prior to such Intercompany Advance, (c) the Intercompany Advances shall be reflected, maintained, and recorded in the Debtors and Sealion s current books and records so that all such transactions may be readily ascertained, traced, and properly recorded and (d) the Adequate Protection Liens (as defined in the Informal Committee Cash Collateral Order and the Credit Agricole Cash Collateral Order) and the Postpetition Liens (as defined in the Citibank Cash Collateral Order) shall attach to the proceeds (including cash) of the Debtors claims for contribution, reimbursement or otherwise on account of the Intercompany Advances in accordance with such respective orders to the same extent, validity and priority as currently exists against the cash that will be advanced by Toisa Limited to Sealion as an Intercompany Advance hereunder; (6) Toisa Limited is authorized to advance an aggregate total of up to $7,058,511 solely to fund operating expenses of the oceangoing vessels owned by the Debtors and managed by MMS and MMBS for the Debtors in amounts not to exceed the disbursements set forth on 7

8 Pg 8 of 15 Schedule 2 annexed hereto and otherwise in accordance with the cash collateral budgets (the Oceangoing Intercompany Advances ); provided that (a) the Oceangoing Intercompany Advances shall be used solely to fund disbursements in respect of oceangoing vessels owned by the Debtors and for no other purpose except as set forth on Schedule 2, (b) the Oceangoing Intercompany Advances shall be reflected, maintained, and recorded, as applicable, in the Debtors, Sealion s, MMBS and MMS current books and records so that all transactions may be readily ascertained, traced, and properly recorded; (c) the Adequate Protection Liens (as defined in the Informal Committee Cash Collateral Order and the Credit Agricole Cash Collateral Order) and the Postpetition Liens (as defined in the Citibank Cash Collateral Order) shall attach to the proceeds (including cash) of the Debtors claims for contribution, reimbursement or otherwise on account the Oceangoing Intercompany Advances in accordance with such respective orders to the same extent, validity and priority as currently exists against the cash that will be advanced by Toisa Limited as an Oceangoing Intercompany Advance hereunder, and solely with respect to the secured lenders under the Informal Cash Collateral Order, subject to challenge pursuant to the terms of the Informal Committee Cash Collateral Order whether the Oceangoing Intercompany Advance is encumbered and otherwise constitutes Cash Collateral as defined in the Informal Committee Cash Collateral Order; and (d) any and all Oceangoing Intercompany Advances shall be repaid in full in cash (i) from the proceeds of the sale of the vessel owned by the relevant Debtors as set forth in Schedule 2 prior to any payment being made to the applicable secured lender (and the applicable secured lender shall hold any such proceeds in trust solely to the extent of the relevant unpaid Oceangoing Intercompany Advances and forthwith turnover that portion of the proceeds to Toisa Limited until Toisa Limited is repaid in full if, notwithstanding the foregoing, such lender receives any of those proceeds prior to repayment in full of the applicable Oceangoing Intercompany Advance(s))or (ii) in the case of a credit bid, by the applicable secured lender upon the closing of the sale of the vessel to such secured lender; and (7) Toisa Limited is authorized to advance reactivation costs, expenses and related crew costs in an amount up to $531,536 (the Warrior Reactivation Advance ) solely to fund disbursements in connection with the deployment of Toisa Limited s vessel, Warrior, managed by Sealion, provided that: (a) the Warrior Reactivation Advance shall be reflected, maintained, and recorded in the Debtors and Sealion s current books and records so that the advance and all transactions may be readily ascertained, traced, and properly recorded; (b) Toisa Limited shall be reimbursed for the Warrior Reactivation Advance in full in cash prior to (i) any distribution or payment being made to, or for the benefit of, the Warrior Secured Lenders on account of any and all secured claims held by the ING and CBA (each a Warrior Secured Lender ) in respect of the Warrior (the Secured Claims ) (including, but not limited to, distributions or payments on account of any Warrior Secured Lender s adequate protection claims, deficiency claims or the treatment of any Warrior Secured Lender s claims under a chapter 11 plan (including, but not limited to, any allocation of the Debtors funds or assets under a plan for the benefit of vessels subject to a Warrior 8

9 Pg 9 of 15 Secured Lender s security interests) (ii) any Warrior Secured Lender taking possession of the Warrior pursuant to a credit bid or otherwise, or (iii) any Warrior Secured Lender receiving proceeds from a sale of the Warrior; 6 (c) all net revenues after payment of operating expenses generated from the operation of the Warrior (including under any chartering arrangement) (any such revenues, the Warrior Revenues ) shall be used to reimburse Toisa Limited for the Warrior Reactivation Advance until the Warrior Reactivation Advance has been paid in full, and all expenses and Warrior Revenues shall be reflected in the Budget, as defined in the Informal Committee Cash Collateral Order, and such Warrior Revenues shall not be transferred, used, or applied for any purpose until such time as the Warrior Reactivation Advance has been repaid in full in cash; (d) the Adequate Protection Liens (as defined in the Informal Committee Cash Collateral Order and the Credit Agricole Cash Collateral Order) and the Postpetition Liens (as defined in the Citibank Cash Collateral Order) shall attach to the proceeds (including cash) of Toisa Limited s claims for contribution, reimbursement or otherwise on account of the Warrior Reactivation Advance in accordance with such respective orders to the same extent, validity and priority as currently exists against the cash that will be advanced by Toisa Limited as a Warrior Reactivation Advance hereunder, and solely with respect to the secured lenders under the Informal Cash Collateral Order, subject to challenge pursuant to the terms of the Informal Committee Cash Collateral Order whether the Warrior Reactivation Advance is encumbered and otherwise constitutes Cash Collateral as defined in the Informal Committee Cash Collateral Order; (e) the Warrior Secured Lenders each agree and acknowledge that the Warrior shall be reclassified as an Operating Vessel under the Informal Committee Cash Collateral Order if and as long as it meets the requirements for being classified as an Operating Vessel as set forth in footnote 4 of the Informal Committee Cash Collateral Order (and the Warrior shall be reclassified as a Non-Operating Vessel in the event it no longer meets the requirements for being classified as an Operating Vessel under the Informal Committee Cash Collateral Order); [provided, however, that to the extent there are insufficient charter proceeds to make any Adequate Protection Payments that would be payable under the Informal Committee Cash Collateral Order, such portion of the required Adequate Protection Payments for which proceeds are insufficient to satisfy payment obligations shall otherwise accrue as payment in kind (PIK) interest in an amount equal to the nondefault contractual interest rate under the applicable Existing Offshore Credit Facility, and included as part of the Warrior Secured Lender s claims as allowed pursuant to the Informal Committee Cash Collateral Order. The Debtors are 6 A Warrior Secured Lender shall hold any such payments or distributions in trust solely to the extent of the unpaid Warrior Reactivation Advance and forthwith turnover that portion of the proceeds to Toisa Limited until Toisa Limited is repaid in full if, notwithstanding the foregoing, a Warrior Secured Lender receives any of those payments or distributions prior to repayment in full of the Warrior Reactivation Advance or in the case of a credit bid, by a Warrior Secured Lender, upon the closing of the sale of the Warrior to such Warrior Secured Lender, or any other disposition event. 9

10 Pg 10 of 15 authorized to continue to maintain their Cash Management Practices and Bank Accounts (including, without limitation, the Bank Accounts identified in Schedule 3 to the Motion) and, to the extent such practices and/or Bank Accounts do not comply with applicable requirements under section 345 of the Bankruptcy Code, the U.S. Trustee Guidelines or otherwise, such requirements are waived. Notwithstanding the U.S. Trustee Guidelines or any other applicable rule, guideline or constraint, the Debtors are authorized to continue using the Business Forms in the ordinary course of business. The Debtors may transfer funds in, out of, and through the Bank Accounts in accordance with their Cash Management Practices using the Ordinary Transfer Methods in accordance with the agreements governing the Bank Accounts, including, without limitation, the Bank Account Agreements. In connection with the continuation of their Cash Management Practices, the Debtors and Managing Agents shall continue to maintain records with respect to all transfers of cash, including, without limitation, any Intercompany Transfers, so that all transfers are adequately documented and readily ascertainable. 2. Each Debtor making an additional intercompany advance, payment or transfer to or for the benefit of any non-debtor affiliate or management company that is permitted hereunder (i) shall have claims for contribution, reimbursement or otherwise for the full value of the transfer, payment or advance (including cash) against such non- Debtor to which the non-debtor intercompany transfers, payment or advances are to be made; (ii) shall seek the prior written consent of the Informal Committee, Credit Agricole and Citibank prior to making any additional advance, payment or transfer to a non-debtor, and shall provide prior written notice to the Committee of any such advances or transfers to be made to a non-debtor, and (iii) shall maintain current books and records with respect to all such advances, payments and transfers, to a non-debtor so that all such transactions may be readily ascertained, traced, and properly recorded. The Informal Committee, Credit Agricole, Citibank and the Committee reserve all rights and remedies with respect to any such non-debtor intercompany advances, payments and transfers (including the Intercompany Advances and Oceangoing Intercompany 10

11 Pg 11 of 15 Advances), and nothing herein shall be deemed a waiver of any rights or remedies with respect thereto. 3. Notwithstanding the relief granted in the Interim Cash Management Order, the Second Interim Cash Management Order, the Third Interim Cash Management Order, the Fourth Interim Cash Management Order, the Fifth Interim Cash Management Order, the Sixth Interim Cash Management Order, the Seventh Interim Cash Management Order, the Eighth Interim Cash Management Order, the Ninth Interim Cash Management Order, the Tenth Interim Cash Management Order, the Eleventh Interim Cash Management Order, the Twelfth Interim Cash Management Order, the Thirteenth Interim Cash Management Order, the Fourteenth Interim Cash Management Order, the Fifteenth Interim Cash Management Order, the Sixteenth Interim Cash Management Order, the Seventeenth Interim Cash Management Order, the Amended and Restated Seventeenth Interim Cash Management Order, the Eighteenth Interim Cash Management Order or this Amended and Restated Eighteenth Interim Cash Management Order, nothing contained in the Motion, the Interim Cash Management Order, the Second Interim Cash Management Order, the Third Interim Cash Management Order, the Fourth Interim Cash Management Order, the Fifth Interim Cash Management Order, the Sixth Interim Cash Management Order, the Seventh Interim Cash Management Order, the Eighth Interim Cash Management Order, the Ninth Interim Cash Management Order, the Tenth Interim Cash Management Order, the Eleventh Interim Cash Management Order, the Twelfth Interim Cash Management Order, the Thirteenth Interim Cash Management Order, the Fourteenth 11

12 Pg 12 of 15 Interim Cash Management Order, the Fifteenth Interim Cash Management Order, the Sixteenth Interim Cash Management Order, the Seventeenth Interim Cash Management Order, the Amended and Restated Seventeenth Interim Cash Management Order, the Eighteenth Interim Cash Management Order, or this Amended and Restated Eighteenth Interim Cash Management Order nothing herein shall constitute, nor is it intended to constitute, the assumption or adoption of any Management Agreements. 4. Notwithstanding anything to the contrary contained in the Interim Cash Management Order, the Second Interim Cash Management Order, the Third Interim Cash Management Order, the Fourth Interim Cash Management Order, the Fifth Interim Cash Management Order, the Sixth Interim Cash Management Order, the Seventh Interim Cash Management Order, the Eighth Interim Cash Management Order, the Ninth Interim Cash Management Order, the Tenth Interim Cash Management Order, the Eleventh Interim Cash Management Order, the Twelfth Interim Cash Management Order, the Thirteenth Interim Cash Management Order, the Fourteenth Interim Cash Management Order, the Fifteenth Interim Cash Management Order, the Sixteenth Interim Cash Management Order, the Seventeenth Interim Cash Management Order, the Amended and Restated Seventeenth Interim Cash Management Order, the Eighteenth Interim Cash Management Order, or this Amended and Restated Eighteenth Interim Cash Management Order the Debtors shall not close any Bank Accounts related to vessels without the consent of the applicable secured vessel lender. 5. The Debtors shall serve a copy of this Amended and Restated Eighteenth Interim Cash Management Order within three (3) business days after entry 12

13 Pg 13 of 15 thereof by fax, electronic mail or overnight mail on the Notice Parties (as defined below). Any objections to the Motion and entry of a final order thereon (the "Final Order") must be filed with the Court and served on the following parties (the "Notice Parties") so as to be actually received by April 25, 2018 at 4:00 p.m. (Prevailing Eastern Time): (a) (b) the Debtors, c/o Brokerage and Management Corporation, NY Agency of Marine Management Services, M.C., 40 Wall Street, New York, NY 10005; counsel to the Debtors, Togut, Segal & Segal LLP, One Penn Plaza, Suite 3335, New York, NY 10119, Attn: Frank A. Oswald and Brian F. Moore (frankoswald@teamtogut.com and bmoore@teamtogut.com); (c) the Office of the United States Trustee, U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, NY 10014; (d) (e) (f) the Debtors' prepetition secured lenders; the parties listed in the consolidated list of the thirty (30) largest unsecured creditors filed by the Debtors in these chapter 11 cases or, if any official committee of unsecured creditors has been appointed, counsel to such committee; and counsel to the Committee (defined below) any other official committee appointed in these chapter 11 cases. 6. The final hearing on the Motion shall be held on May 2, 2018 at 2:00 p.m. (Prevailing Eastern Time). The Court may enter the Final Order without further notice or hearing if no objections are timely filed and served. 7. For the avoidance of doubt, freights and receipts from the operation of the vessel Sealion Amazonia are deposited and held at an account at Itau Bank in the name of nondebtor Sealion do Brasil Navegação Ltda, which account is not a Bank Account, Management Account, or Vessel Account subject to the terms and provisions 13

14 Pg 14 of 15 of this Order. None of the proceeds of the $1,465,316 in Intercompany Advances, $7,058,511 Oceangoing Intercompany Advances, or up to $435,000 Warrior Reactivation Advance will be used to pay any expenses of Sealion Amazonia, as set forth on Schedule 1 or Schedule 2 annexed hereto; further, none of the Adequate Protection Liens or Postpetition Liens in connection with any contribution or reimbursement claims in paragraphs 1(5), 1(6)or 1(7) above shall attach to the Sealion Amazonia since Sealion Amazonia is not a beneficiary of the Intercompany Advances or the Oceangoing Intercompany Advances. 8. The objections to the Motion by the Official Committee of Unsecured Creditors, which was appointed on May 18, 2017 (the Committee ), that it raised with the Debtors by way of, among other means, an unfiled objection in an effort to resolve consensually the Committee s concerns with the proposed relief are hereby expressly reserved and preserved. 9. Notwithstanding the possible applicability of Bankruptcy Rules 6004(a) and 6004(h), or otherwise, this Order shall be immediately effective and enforceable upon its entry. 10. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 11. This Court shall retain jurisdiction with respect to all matters arising from or related to the implementation, interpretation, or enforcement of this Order. 14

15 Pg 15 of 15 Dated: New York, New York April 19, 2018 /S/ Shelley C. Chapman THE HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 15

16 scc Doc Filed 04/19/18 Entered 04/19/18 10:21:11 Exhibit 1 Pg 1 of 1 Exhibit 1 Facility Account Details Vessel Accounts Vessel Account # Group Vessel(s) Last 4 Account # Bank Location Holder Toisa Elan 1923 Citibank Europe plc Athens, Greece Toisa Ltd 1 Citibank ING Cexim Toisa Envoy 1935 Citibank Europe plc Athens, Greece Toisa Ltd Toisa Explorer 1947 Citibank Europe plc Athens, Greece Toisa Ltd Toisa Wave 1522 Citibank Europe plc Athens, Greece Toisa Ltd 2 BNPP Unicredit Commerz 3 DVB Toisa Pegasus Toisa Perseus 39/1H 5426 BNP Paribas (Suisse) SA DVB Bank Geneva, Switzerland Frankfurt, Germany Toisa Ltd Toisa Ltd Toisa Paladin Toisa Pisces 39/1H 5434 BNP Paribas (Suisse) SA DVB Bank Geneva, Switzerland Frankfurt, Germany Toisa Ltd Toisa Horizon Inc Toisa Daring tbd 4 Danish Ship Finance Toisa Dauntless tbd Toisa Defiant Toisa Proteus 2001 DnB Bank London, U.K. Toisa Ltd 5 DNB Unicredit Toisa Intrepid 2002 DnB Bank London, U.K. Toisa Ltd Toisa Conqueror 2003 DnB Bank London, U.K. Toisa Ltd Toisa Valiant 7178 Credit Agricole Paris, France Toisa Ltd 6 Credit Agricole Toisa Voyager 7178 Credit Agricole Paris, France Toisa Ltd 7275 Credit Agricole Paris, France Toisa Ltd Toisa Vigilant 7178 Credit Agricole Paris, France Toisa Ltd Toisa Serenade ING London, U.K. ING Bank NV London Branch as Security Agent TOISA LTD 7 ING ING London, U.K. ING Bank NV London Branch as Security Agent Toisa Sonata TOISA LTD ING London, U.K. ING Bank NV London Branch as Security Agent Toisa Warrior (50%) TOISA LTD 8 9 CBA Citizens Toisa Solitaire Toisa Warrior (50%) Toisa Independent Toisa Coral 10 Wells Fargo Toisa Crest United Dynamic 0001 DnB Bank London, U.K. United Dynamic Inc 11 DNB HSH RBS United Emblem 1001 DnB Bank London, U.K. United Emblem Inc United Ideal 2001 DnB Bank London, U.K. United Ideal Inc Toisa Invincible 9006 DnB Bank London, U.K. [Toisa Ltd] United Ambassador 7600 Commerzbank Hamburg, Germany United Ambassador Inc 12 Commerzbank Unicredit United Banner 7300 Commerzbank Hamburg, Germany United Banner Inc United Carrier 8100 Commerzbank Hamburg, Germany United Carrier Inc 13 Citibank United Seas 5/008 Citibank Europe plc Athens, Greece [0017] Citibank Europe plc London, U.K. United Seas Inc United Journey 4/004 Citibank Europe plc Athens, Greece [0623] Citibank Europe plc London, U.K. United Journey Inc [0027 / 0014] [Aegean Baltic Bank] Piraeus, Greece United Kalavryta Inc United Kalavryta 0950 Citibank N.A. London, U.K. United Kalavryta Inc 14 Danish Ship Finance 5001 DnB Bank London, U.K. United Kalavryta Inc United Leadership 6001 DnB Bank London, U.K. United Leadership Inc 15 National Bank of Greece United Fortitude 7899 National Bank of Greece Piraeus, Greece Trade Sky Inc 16 Credit Agricole United Grace 7477 Credit Agricole Paris, France Trade Industrial Development Corp Inc United Grace 7574 Credit Agricole Paris, France Trade Industrial Development Corp Inc 17 Commerzbank United Honor 4300 Commerzbank Hamburg, Germany United Honor Inc Trade Prosperity 4123 ING Bank NV London Branch London, U.K. Trade Prosperity, Inc. Trade Resource 4325 ING Bank NV London Branch London, U.K. Trade Resource, Inc. 18 ING Trade Quest 4224 ING Bank NV London Branch London, U.K. Trade Quest, Inc Trade Spirit 4426 ING Bank NV London Branch London, U.K. Trade Spirit, Inc. Trade Unity 4527 ING Bank NV London Branch London, U.K. Trade Unity, Inc. 19 Danish Ship Finance Trade Vision 8001 DnB Bank London, U.K. Trade Vision Inc. Trade Will 7001 DnB Bank London, U.K. Trade Will Inc.

17 scc Doc Filed 04/19/18 Entered 04/19/18 10:21:11 Schedule 1 Schedule Pg 1 of 21 Sealion Shipping Weekly Cash Flow Forecast As of 4/3/18 Week #: Week 1 Week 2 Week 3 Week 4 Week 5 Week 6 Total Week Beginning: 3/26/18 4/2/18 4/9/18 4/16/18 4/23/18 4/30/18 3/26/18 Week Ending: 4/1/18 4/8/18 4/15/18 4/22/18 4/29/18 5/6/18 5/6/18 Status: Forecast Forecast Forecast Forecast Forecast Forecast Forecast Sealion Gross Receipts (Mgt. Fees & Commissions) $ 275,333 $ - $ - $ - $ 245,333 $ - $ 520,667 Gross Charter Income UK 21, , ,320 Settle SBN R$ Hire , ,358 Payment to Vessel Accounts (18,040) - - (448,098) - (126,280) (592,418) SS (200,260) - - (200,260) Other Receipts Total Receipts 278, ,333 21, ,667 SG&A Disbursements (198,018) (161,533) (29,498) (124,516) (153,681) (64,933) (732,179) SS7 Reimbursements Operating Disbursements (198,018) (161,533) (29,498) (124,516) (153,681) (64,933) (732,179) Operating Receipts Less Disbursements 80,315 (161,533) (29,498) (124,516) 91,652 (43,933) (187,512) Other Non-Recurring Disbursements Net Cash Flow 80,315 (161,533) (29,498) (124,516) 91,652 (43,933) (187,512) Beginning Cash 204, , ,543 94,045 (30,471) 61, ,760 Net Cash Flow 80,315 (161,533) (29,498) (124,516) 91,652 (43,933) (187,512) Ending Cash $ 285,076 $ 123,543 $ 94,045 $ (30,471) $ 61,181 $ 17,248 $ 17,248 Sealion - Client Toisa Net Receipts (Reimbursements) $ - $ 985,427 $ 1,374,878 $ - $ - $ - $ 2,360,305 Operating Disbursements (259,613) (48,630) (48,630) (52,630) (113,171) (376,057) (898,731) Non-Silo Crew Costs (264,983) (15,615) (9,615) (9,615) (213,545) (29,615) (542,990) Operating Disbursements (524,595) (64,246) (58,246) (62,246) (326,716) (405,672) (1,441,721) Operating Receipts Less Disbursements (524,595) 921,181 1,316,632 (62,246) (326,716) (405,672) 918,584 Sealion Management Fees (275,333) (245,333) - (520,667) SBN Management Fees B&MNY Management Fees (200,000) (200,000) - (400,000) Management Fees (475,333) (445,333) - (920,667) Other Non-Recurring Disbursements SBN Funding SBN - Settle R$ Hire SBN DA Cash Flow Adj - Disbusements SBN DA Cash Flow Adj - Payment to SBN Other Receipts / (Disbursements) Interest Payments (207,939) (201,231) - (409,170) Professional Fees - (60,000) (60,000) (120,000) Net Cash Flow (1,207,867) 861,181 1,316,632 (62,246) (973,281) (465,672) (531,252) Beginning Cash 457, ,924 1,576,106 2,892,738 2,830,493 1,857, ,476 Net Cash Flow (1,207,867) 861,181 1,316,632 (62,246) (973,281) (465,672) (531,252) Toisa Limited Funding Installments 1,465, ,465,316 Ending Cash $ 714,924 $ 1,576,106 $ 2,892,738 $ 2,830,493 $ 1,857,212 $ 1,391,540 $ 1,391,540 Consolidated Beginning Cash $ 662,236 $ 1,000,000 $ 1,699,648 $ 2,986,783 $ 2,800,022 $ 1,918,393 $ 662,236 Net Cash Flow (1,127,552) 699,648 1,287,135 (186,761) (881,629) (509,605) (718,764) Toisa Limited Funding Installments 1,465, ,465,316 Ending Cash $ 1,000,000 $ 1,699,648 $ 2,986,783 $ 2,800,022 $ 1,918,393 $ 1,408,788 $ 1,408,788

18 scc Doc Filed 04/19/18 Entered 04/19/18 10:21:11 Schedule 1 Pg 2 of 2 Schedule 1 Supplement - 18th Cash Management Bridge Order Operating Disbursements by Vessel by Category Vessel Direct Costs Crew Wages Other Crew Costs Stores Maintenace Insurance Catering Costs Other Costs Bunkers Vessel Survey/DD Costs Total Reactivation Mobilization Drydock Total Reactivation Toisa Intrepid $ 5,418 $ - $ - $ - $ 306 $ 7,924 $ - $ 840 $ - $ - $ 14,488 $ - $ - $ - $ - Toisa Invincible 14, , , Toisa Independent 14, , , Toisa Defiant 14, , , Toisa Daring 11, , , Toisa Dauntless 11, , , Toisa Serenade 14, , , Toisa Solitaire 12, , , Toisa Sonata 12, , , Toisa Coral 7, , , Toisa Crest 14, , , Toisa Perseus 19, , , Toisa Conqueror 5, , , Toisa Proteus 18, , , Toisa Pisces 19, , , Toisa Pegasus 19, , , Toisa Paladin 15, ,233 8, ,692 5, , , Toisa Valiant - 133, ,000 17, , , Toisa Vigilant 5, , , Toisa Voyager 5, , , Toisa Elan 5, , , Toisa Envoy 5, , , Toisa Explorer 5, , , Toisa Warrior 5, , , Toisa Wave 5, , , Subtotal Silo Costs $ 267,702 $ 265,128 $ 8,400 $ 420 $ 27,376 $ 243,112 $ 5,040 $ 227,843 $ 78,710 $ - $ 1,123,731 $ - $ - $ - $ - Other Costs Total Costs $ 267,702 $ 265,128 $ 8,400 $ 420 $ 27,376 $ 243,112 $ 5,040 $ 227,843 $ 78,710 $ - $ 1,123,731 $ - $ - $ - $ - 1 of 1

19 scc Doc Filed 04/19/18 Entered 04/19/18 10:21:11 Schedule 2 Schedule 2 Pg 1 of 2 Marine Management Services & Marine Management Bulk Services Intercompany Advance Requirements As of 3/21/18 Week #: Week 1 Week 2 Week 3 Week 4 Total Week Beginning: 3/26/18 4/2/18 4/9/18 4/16/18 3/26/18 Week Ending: 4/1/18 4/8/18 4/15/18 4/22/18 4/22/18 Status: Forecast Forecast Forecast Forecast Forecast Oceangoing Accounts Payable Category Spares, Stores etc. - $ 878,366 $ 483,860 $ 690,045 $ 2,052,271 Bunkers 2,500,000 1,314, ,814,833 Lubes - 10,590 23, , ,379 Travel, Training - 15,139 4,200 69,718 89,057 Port dues - 219,956 62,708 54, ,736 Brokers - 97,878 22,908 62, ,644 Vetting & Safety - 30,811 80, , ,668 Insurance 71, ,159 Dry Dock - 588, ,248 Total Payments $ 2,571,159 $ 3,155,821 $ 677,211 $ 1,126,804 $ 7,530,995 Cumulative Intercompany Advance $ 2,571,159 $ 5,726,979 $ 6,404,191 $ 7,530,995 $ 7,530,995

20 scc Doc Filed 04/19/18 Entered 04/19/18 10:21:11 Schedule 2 Schedule 2 Supplement Pg 2 of 2 Schedule 2 Supplement - 18th Cash Management Bridge Order Aged Accounts Payable by Vessel by Category Vessel Spares, Stores etc. Bunkers Lubes Travel, Training Insurance Port dues Brokers Vetting & Safety Dry Dock Total United Ambassador $ 128,072 $ 471,844 $ 20,587 $ 5, $ 13,696 $ 7,370 - $ 646,917 United Banner 237,603-17,531 3, ,654 23, , ,485 United Carrier 379, ,000 47,903 21, ,020-1,065,774 United Dynamic 98,116-3,587 4, ,373 23, ,192 United Emblem 107,439 1,131,422 22,585 11, ,393 5,092-1,283,699 United Fortitude 127, ,313-8, ,488 7, ,809 United Grace 103, , ,357 24, ,094 United Honor 92,365 1,021,054-7, ,276 21,603-1,154,989 United Ideal 110, ,003 5,141 38,104-34,488 4, ,012 United Journey 86, ,648 33,055-10,565 3, ,756 United Kalavryta 74, ,649 14, ,501 United Leadership 99,985-31,448 3, ,125 11, ,605 United Seas 111, , ,925 10, ,350 Trade Prosperity 18, , ,650-30,540 Trade Quest 69, ,300-72,606 Trade Resource 23, ,385-29,418 Trade Spirit 17, ,437 Trade Unity 54,438-12, ,389-81,562 Trade Will 56, ,655 6,933-65,287 Trade Vision 54, ,300-61,226 Subtotal $ 2,052,271 $ 3,814,833 $ 163,379 $ 89,057 $ 71,159 - $ 183,644 $ 231,668 $ 588,248 $ 7,194,259 Unallocated , ,736 Total $ 2,052,271 $ 3,814,833 $ 163,379 $ 89,057 $ 71,159 $ 336,736 $ 183,644 $ 231,668 $ 588,248 $ 7,530,995