rdd Doc 65 Filed 02/28/17 Entered 02/28/17 15:50:13 Main Document Pg 1 of 6. In re : Chapter 11 Case No.

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1 Pg 1 of 6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK x In re : Chapter 11 Case No. ULTRAPETROL (BAHAMAS) LIMITED, et al., : (RDD) x Debtors. 1 : (Jointly Administered) SUPPLEMENTAL DECLARATION OF LAWRENCE RUTKOWSKI IN SUPPORT OF DEBTORS APPLICATION PURSUANT TO 11 U.S.C. 327(e) & FED. R. BANKR. P. 2014(A) FOR AUTHORITY TO EMPLOY AND RETAIN SEWARD & KISSEL LLP, AS SPECIAL CORPORATE AND MARITIME COUNSEL FOR THE DEBTORS NUNC PRO TUNC TO THE COMMENCEMENT DATE I, Lawrence Rutkowski, declare as follows: 1. I am a member of the firm of Seward & Kissel LLP ( S&K ), located at One Battery Park Plaza, New York, New York I am admitted in, practicing in, and a member of good standing of the bar of the State of New York and the bar of the United States District Court for the Southern District of New York. 2. On February 6, 2017 (the Commencement Date ), Ultrapetrol (Bahamas) Limited ( UBL ) and certain of its wholly-owned direct and indirect subsidiaries, as debtors and debtors-in-possession in the above-captioned chapter 11 cases (collectively with UBL, Ultrapetrol or the Debtors ), commenced with this Court a voluntary case under chapter 11 of 1. The Debtors in these chapter 11 cases are the following entities: Ultrapetrol (Bahamas) Limited, Arlene Investments, Inc.; Brinkley Shipping Inc.; Cedarino S.A.; Compañia Paraguaya De Transporte Fluvial S.A.; Dampierre Holdings Spain, S.A.; Danube Maritime Inc.; Dingle Barges Inc.; Eastham Barges Inc.; General Ventures Inc.; Hallandale Commercial Corp.; Longmoor Holdings, Inc.; Marine Financial Investment Corp.; Massena Port S.A.; Oceanpar S.A.; Parabal S.A.; Parfina S.A.; Princely International Finance Corp.; Regal International Investments S.A.; Riverpar S.A.; Riverview Commercial Corp.; Thurston Shipping Inc.; UABL Barges (Panama) Inc.; UABL Limited; UABL Paraguay S.A.; UABL Towing Services S.A.; UABL S.A.; Ultrapetrol S.A.; UPB (Panama) Inc.; UP River (Holdings) Ltd. (Bahamas); and UP River Terminals (Panama) S.A. The foreign equivalent of an EIN, if any, for each Debtor is set forth in its chapter 11 petition.

2 Pg 2 of 6 title 11 of the United States Code (the Bankruptcy Code ). On the same day, the Debtors filed the Debtors Application Pursuant to 11 U.S.C. 327(e) & Fed. R. Bankr. P. 2014(a) for Authority to Employ and Retain Seward & Kissel LLP, as Special Corporate and Maritime Counsel for the Debtors nunc pro tunc to the Commencement Date [Docket No. 26] (the Application ) I am familiar with the matters set forth herein and make this supplemental declaration (the Supplemental Declaration ) in connection with the Application, and to update my initial declaration, dated February 6, 2017 (the Initial Declaration ), submitted in connection therewith. SCOPE OF SERVICES 4. As disclosed in the Initial Declaration, S&K has been providing services to Ultrapetrol and its non-debtor affiliates on corporate and maritime matters for over 18 years. Furthermore, starting in October 2015, S&K began providing services to UBL and its direct and indirect (a) Debtor subsidiaries and (b) non-debtor subsidiaries identified on Annex 1 hereto (the Non-Debtor Subsidiaries ) as corporate and maritime counsel in connection with their restructuring efforts. Prior to the Commencement Date, S&K provided services to the Debtors and Non-Debtor Subsidiaries in connection with the negotiated restructuring of the River and Ocean business indebtedness and the out-of-court restructuring of the Offshore Supply Business indebtedness that is contemplated by the Parent-Included Plan. In addition, S&K consulted with the Debtors general bankruptcy counsel on corporate and maritime matters related to these chapter 11 cases and the negotiating and preparing of the Debtors proposed prepackaged plan of reorganization. 2. Capitalized terms not otherwise herein defined shall have the meanings ascribed to such terms in the Application. 2

3 Pg 3 of 6 5. S&K has not represented, and does not represent, any of the non-debtor Subsidiaries in any matter adverse to the Debtors or their estates. During these chapter 11 cases, (i) S&K will continue to represent the current Non-Debtor Subsidiaries identified in Annex 1 in effectuating the restructuring transactions contemplated by the Plan and will not represent them in any matter that may be adverse to the Debtors or their estates and (ii) S&K will not represent the former Non-Debtor Subsidiaries identified in Annex 1 in any matter directly related to the Debtors or their chapter 11 cases. S&K S DISINTERESTEDNESS 6. Since the preparation of the Initial Declaration, Hughes Hubbard provided S&K with an updated Retention Checklist setting forth additional creditors or other parties-ininterest (collectively, the Additional Interested Parties ) of the Debtors. S&K has updated its conflicts with respect to the Additional Interested Parties. To the best of my knowledge, except as set forth in paragraph 7 below, as of the date of this Supplemental Declaration, S&K has not represented any of the Additional Interested Parties within the last five years, and does not hold or represent any Additional Interested Party having an adverse interest to the Debtors estates in connection with these chapter 11 cases. 7. S&K has identified a connection with the following entity: Copernico Capital Partners, an affiliate of one of the Debtors 5% shareholders and certain affiliates, is a current client of S&K for matters wholly unrelated to the Debtors, the Non-Debtor Subsidiaries and these chapter 11 cases. 8. S&K s past or present representation of the above-referenced entity does not comprise a material component of S&K s practice. 3

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5 Pg 5 of 6 Annex 1 Non-Debtor Subsidiaries 1. Agencia Maritima Argenpar S.A.; 2. Agriex Agenciamentos, 3. Afretamentos e Apoio Maritimo Ltda.; 4. Amber Shipping Inc.; 5. Bayshore Shipping Inc.; 6. Boise Trading Inc.; 7. Corporación de Navegación Mundial S.A.; 8. Corydon International S.A.; 9. Elysian Ship Management Inc.; 10. Elysian Ship Management Ltd.; 11. Glasgow Shipping Inc.; 12. Hanford Shipping Inc.; 13. Havekost S.A.; 14. Ingatestone Holdings Inc.; 15. Jura Shipping Inc.; 16. Lewistown Commercial Corp.; 17. Leeward Shipping Inc.; 18. Linford Trading Inc.; 19. Lonehort S.A.; 20. Maritima SIPSA S.A.; 21. Mondalva Shipping Inc.* 22. Naviera del Sud S.A.;* 23. Obras Terminales y Servicios S.A.; 24. Packet Maritime Inc.; 25. Padow Shipping Inc.; 26. Powtec S.A.; 27. Palmdeal Shipping Inc.;* 28. Puerto del Sur S.A.; 29. Ravenscroft Holdings Inc.; 30. Ravenscroft Ship Management Inc.; 31. Ravenscroft Ship Management Ltd.; 32. Ravenscroft Ship Management Ltd.; 33. Ravenscroft Shipping (Bahamas) S.A.; 34. River Ventures LLC; Sernova S.A.; 35. Ship Management and Commercial Services Ltd.; 36. Ship Management Services Inc.; 37. Springwater Shipping Inc.; 38. Stanyan Shipping Inc.;

6 Pg 6 of Topazio Shipping LLC; 40. Tuebrook Holdings Inc.; 41. UABL S.A. (Panama); UABL Terminals (Paraguay) S.A.; UABL Terminals Ltd.; UP (River) Ltd.; 44. UP Offshore (Bahamas) Ltd.; 45. UP Offshore (Panama) S.A.; 46. UP Offshore (UK) Ltd.; 47. UP Offshore Apoio Maritimo Ltda.; 48. UP Offshore Uruguay S.A.; 49. Woodrow Shipping Inc.; 50. Yataity S.A.; 51. Yvy Pora Fertilizantes S.A.; 52. Zubia Shipping Inc. * Former subsidiary; upon information and belief, ownership of entity was sold and transferred in the Debtors prepetition sale of the Ocean Business.