17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg 1 of 7 Presentment Date July 31, 018 at 100 p.m. (Prevailing Eastern Time) Objection Deadline July 31, 018 at 1100 a.m. (Prevailing Eastern Time) TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York 10119 (1) 594-5000 Frank A. Oswald Brian F. Moore Counsel to the Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 TOISA LIMITED, et al., Case No. 17-10184 (SCC) Debtors.1 (Jointly Administered) NOTICE OF PRESENTMENT OF STIPULATION AND ORDER CONCERNING ADEQUATE PROTECTION BETWEEN CITIZENS ASSET FINANCE, INC. AND DEBTORS PLEASE TAKE NOTICE that, Toisa Limited and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ) by their attorneys, Togut, Segal & Segal LLP will present for signature to the Honorable Shelley C. Chapman, United States Bankruptcy Judge, in Room 63 of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ), One Bowling Green, New York, New York, 10004-1408, on July 31, 018 at 100 p.m. (the Presentment Date ), a stipulation and order concerning adequate 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.
17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg of 7 protection between Citizens Asset Finance, Inc. and Debtors (the Order ) substantially in the form annexed hereto. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Order must be made in writing, stating in detail the reasons therefor, and must be filed with the Clerk of the Bankruptcy Court, and so as to be actually received by (i) Togut, Segal & Segal LLP, bankruptcy counsel for the Debtors and Debtors in Possession, One Penn Plaza, Suite 3335, New York, New York 10119, Attn Frank A. Oswald, Esq. (frankoswald@teamtogut.com); (ii) Vedder Price P.C., counsel to Citizens Asset Finance, Inc., 1633 Broadway, 31st Floor, New York, New York 10019, Attn Michael J. Edelman, Esq. (mjedelman@vedderprice.com); and (iii) the Office of the United States Trustee for Region, Attn Paul Schwartzberg, Esq. (Paul.Schwartzberg@usdoj.gov), U.S. Federal Office Building, 01 Varick Street, Suite 1006, New York, New York 10014, no later than 1100 a.m. on July 31, 018 (the Objection Deadline ). PLEASE TAKE FURTHER NOTICE that pursuant to General Order M-399, any objection filed by parties with legal representation shall be filed on or before the Objection Deadline (i) through the Bankruptcy Court s Electronic Case Filing System ( ECF ) which may be accessed at the Bankruptcy Court s Internet web site at www.nysb.uscourts.gov, and (ii) in portable document format ( PDF ) using Adobe Exchange software for conversion. PLEASE TAKE FURTHER NOTICE that any party that is either without legal representation or that is unable to file documents electronically or create documents in PDF format, shall file its objection on or before the Objection Deadline in Word format on a CD in an envelope clearly marked with the case name, case number, Capitalized terms used but not defined herein shall have the meaning ascribed to such term in the Order.
17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg 3 of 7 type and title of document, document number of the document to which the objection refers and the file name of the document. PLEASE TAKE FURTHER NOTICE that a hard copy of any objection must be delivered to the Chambers of the Bankruptcy Judge Shelley C. Chapman at the Bankruptcy Court, One Bowling Green, Room 63, New York, New York 10004-1408, on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE that, if no objections are timely filed and served, the Order may be entered by the Bankruptcy Court. DATED New York, New York July 4, 018 TOGUT, SEGAL & SEGAL LLP, Counsel to the Debtors and Debtors in Possession TOISA LIMITED, et al., By /s/brian F. Moore FRANK A. OSWALD BRIAN F. MOORE One Penn Plaza, Suite 3335 New York, New York 10119 (1) 594-5000 3
17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg 4 of 7 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re Chapter 11 TOISA LIMITED, et al., Case No. 17-10184 (SCC) Debtors.1 (Jointly Administered) STIPULATION AND ORDER CONCERNING ADEQUATE PROTECTION BETWEEN CITIZENS ASSET FINANCE, INC. AND DEBTORS This stipulation and order (the Stipulation ) is entered into as of the 4th day of July 018, by and between (i) the debtors in the above-captioned cases (the Debtors ) and (ii) Citizens Asset Finance, Inc. (the Secured Lender ), f/k/a RBS Asset Finance, Inc., with respect to the vessel financing transactions (the Transactions ) relating to the vessels listed on Schedule 1 hereto (the Vessels ). 3 WHEREAS, on January 9, 017 (the Petition Date ), the Debtors filed voluntary petitions commencing these bankruptcy cases (the Bankruptcy Cases ) under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) with the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ). WHEREAS, prior to the Petition Date, the Debtors and the Secured Lender entered into secured loan facilities (each, a Prepetition Facility and, collectively, the Prepetition Facilities ) that provided financing for certain Vessels owned by the Debtors. Pursuant to the Prepetition Facilities, the Secured Lender was granted security interests in the Vessels and the related collateral, including accounts receivables and other cash proceeds generated by the Vessels (collectively, such collateral, the Collateral ) to secure the obligations owed by the Debtors to the Secured Lender under the Prepetition Facilities (the Prepetition Obligations ). 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. This Stipulation and the agreements contained herein only apply with respect to the Transactions and do not affect the rights of the Aircraft Finance Parties and the Debtors with respect to any other transactions or matters. 3 The respective owner trustees, indenture trustees, loan trustees, collateral trustees or similar types of trustees with respect to the Aircraft Equipment (as defined below) are referred to herein as the Trustees.
17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg 5 of 7 WHEREAS, reference is hereby made to that certain Final Order, upon Consent of the debtors and the Informal Committee Of Secured Lenders (I) Authorizing The Debtors Limited Use Of Cash Collateral, (II) Granting Adequate Protection, (III) Modifying The Automatic Stay, and (IV) Granting Related Relief, entered July 18, 017 [Docket No. 46] (as extended from time to time, the Informal Committee Cash Collateral Order ). 4, that provided for certain adequate protection and other agreements relating to cash collateral for the secured lenders party thereto. WHEREAS, on July 10, 018, the Debtors filed that certain Debtors Motion for Order Supplementing the Sales Procedures to Implement a Protocol with Respect to Establishing Reserves and Making Disbursements, dated July 10, 018 [Docket No. 68] (the Protocol Motion ), which seeks to fix how certain cash proceeds and cash collateral will be treated upon the sale of vessel collateral and establish certain distribution protocols for vessel sales (as defined in the Protocol Motion, the Protocol ). The Secured Lender alerted the Debtors that Protocol Motion has raised certain issues regarding its treatment that now necessitate the formal approval of the cash collateral agreements reached between the parties, which treatment issues can be resolved if the Debtors and the Secured Lender s prior agreement regarding adequate protection treatment is now formalized and approved. WHEREAS, the Debtors also have requested that in exchange for memorializing their prior agreement regarding adequate protection and cash collateral treatment (as set forth herein), that the Secured Lender should also agree that this Stipulation not only resolves any objections that the Secured Lender may have with respect to the Protocol Motion, but that the Secured Lender affirmatively agrees to be bound by the distribution mechanism provided for in the Protocol Motion to the same extent as if the Secured Lender was a member of the Informal Committee. The Secured Lender has agreed to these matters. In sum, in exchange for the Secured Lender s agreement to sign onto the procedures and distribution mechanism set forth in the Protocol Motion, the Debtors have agreed to memorialize their prior agreements regarding adequate protection and cash collateral matters. WHEREAS, the Debtors and the Secured Lender seek at this point to resolve these limited issues, do hereby STIPULATE and AGREE as follows 1. Upon approval of this Stipulation by this Court (a) (b) the Secured Lender agrees to the terms of the Protocol and is bound by the Protocol, including, without limitation, the Committee s reservation of rights regarding the implementation of the Protocol set forth therein, to the same extent as each of the members of the Informal Committee; and as of the date hereof, the Secured Lender shall be a Non-Operating Vessel Secured Party under the Informal Committee Cash Collateral Order and shall have all of the rights and obligations of a Non-Operating Vessel Secured Party thereunder, including (a) Adequate Protection Liens and 507(b) Claims, in each case on the 4 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms the Informal Committee Cash Collateral Order.
17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg 6 of 7 terms set forth in the Informal Committee Cash Collateral Order; provided that the Secured Lender shall not be entitled to receive any Adequate Protection Payments and (b) being subject to the Committee s lien investigation and/or challenge rights that are set forth in Paragraph 10 and any other relevant provision of the Informal Committee Cash Collateral Order. The Secured Lender agrees that its 507(b) Claim shall be pari passu with other 507(b) Claims held by any other secured vessel lender that consents to a cash collateral order that provides that the Secured Parties shall have a 507(b) Claim that is pari passu with such secured vessel lender s 507(b) Claim. approval.. This Stipulation and Order is conditioned upon this Court s 3. Subject to the approval of this Stipulation and Order by this Court, each of the Parties hereto represents and warrants that it has full power and authority to enter into this Stipulation and Order. 4. This Court shall retain jurisdiction over any and all matters arising from or related to the interpretation or implementation of this Stipulation. Dated July 4, 018 TOGUT, SEGAL & SEGAL LLP /s/ Brian F. Moore FRANK A. OSWALD BRIAN F. MOORE One Penn Plaza, Suite 3335 New York, New York 10119 (1) 594-5000 Counsel to the Debtors and Debtors in Possession Dated July 4, 018 VEDDER PRICE P.C. /s/ Michael J. Edelman Michael J. Edelman 1633 Broadway, 31st Floor New York, New York 10019 (1) 407-7700 Douglas J. Lipke (admitted pro hac vice) North LaSalle Street, Suite 600 Chicago, Illinois 60601 Phone (31) 609-7500 E-mail DLipke@VedderPrice.com Counsel to Citizens Asset Finance, Inc. 3
17-10184-scc Doc 70 Filed 07/4/18 Entered 07/4/18 145955 Main Document Pg 7 of 7 Schedule 1 Borrower Guarantor Vessel Outstanding Principal of at Least 1. Edgewater Offshore Shipping, Ltd., Toisa Limited. Toisa Limited Edgewater Offshore Shipping, Ltd., Toisa Independent $11,687,500.6 Toisa Coral $6,037,500.00