scc Doc 385 Filed 11/22/17 Entered 11/22/17 15:17:27 Main Document Pg 1 of 3

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1 scc Doc 385 Filed 11/22/17 Entered 11/22/17 15:17:27 Main Document Pg 1 of 3 Presentment Date Date: November 30, 2017 at 12:00 Noon. (Prevailing Eastern Time) Objection Deadline: November 30, 2017 at 11:00 a.m. (Prevailing Eastern Time) TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Frank A. Oswald Brian F. Moore Counsel to the Debtors and Debtors in Possession 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 NOTICE OF PRESENTMENT OF STIPULATION AND AGREED ORDER PURSUANT TO BANKRUPTCY CODE SECTION 362(d), BANKRUPTCY RULE 4001 AND LOCAL RULE MODIFYING THE AUTOMATIC STAY AND THE STAY ORDER PLEASE TAKE NOTICE that, upon the annexed Stipulation and Agreed Order (the Stipulation and Agreed Order ) 2, 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 623 of the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy 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 used but not defined herein shall have the meaning ascribed to such term in the Stipulation and Agreed Order.

2 scc Doc 385 Filed 11/22/17 Entered 11/22/17 15:17:27 Main Document Pg 2 of 3 Court ), One Bowling Green, New York, New York, , on November 30, 2017 at 12:00 p.m. (the Presentment Date ), a proposed Stipulation and Agreed Order modifying the Automatic Stay Order. PLEASE TAKE FURTHER NOTICE that objections, if any, to the Stipulation and Agreed 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) and Kyle J. Ortiz, Esq. (kortiz@teamtogut.com); and (ii) the Office of the United States Trustee for Region 2, Attn: Paul Schwartzberg, Esq. (Paul.Schwartzberg@usdoj.gov), U.S. Federal Office Building, 201 Varick Street, Suite 1006, New York, New York 10014, no later than 11:00 a.m. on November 30, 2017 (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 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, type and title of document, document number of the document to which the objection refers and the file name of the document. 2

3 scc Doc 385 Filed 11/22/17 Entered 11/22/17 15:17:27 Main Document Pg 3 of 3 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 623, New York, New York , on or before the Objection Deadline. PLEASE TAKE FURTHER NOTICE that, if no objections are timely filed and served, the Stipulation and Agreed Order may be granted and may be entered by the Bankruptcy Court. DATED: New York, New York November 22, 2017 TOGUT, SEGAL & SEGAL LLP, Counsel to the Debtors and Debtors in Possession TOISA LIMITED, et al., By: /s/frank A. Oswald ALBERT TOGUT FRANK A. OSWALD BRIAN F. MOORE One Penn Plaza, Suite 3335 New York, New York (212)

4 Proposed Stipulation and Agreed Order Pg 1 of 6 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ) In re: ) Chapter 11 ) TOISA LIMITED, et al., ) Case No (SCC) ) Debtors. ) (Jointly Administered) ) STIPULATION AND AGREED ORDER PURSUANT TO BANKRUPTCY CODE SECTION 362(d), BANKRUPTCY RULE 4001 AND LOCAL RULE MODIFYING THE AUTOMATIC STAY AND THE STAY ORDER This stipulation and agreed order (the Stipulation and Agreed Order ) modifying the automatic stay and the Stay Order (as defined below) is entered into by and between Toisa Limited ( Toisa ) and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), and Crédit Agricole Corporate and Investment Bank ( Crédit Agricole, and together with the Debtors, each a Party and collectively, the Parties ). RECITALS WHEREAS, on January 29, 2017 (the Petition Date ), each of the Debtors filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code ) in the United States Bankruptcy Court for the Southern District of New York (the Court ); WHEREAS, on January 30, 2017, the Court entered an order (the Stay Order ) that, inter alia, restated the automatic stay afforded to the Debtors under section 362(a) of the Bankruptcy Code; WHEREAS, on March 29, 2017, the Court entered the Final Order Pursuant to Debtors Motion for Entry of Interim and Final Orders, Upon Consent of the Debtors and Credit Agricole Corporate and Investment Bank (I) Authorizing the Debtors Limited Use of Credit

5 Proposed Stipulation and Agreed Order Pg 2 of 6 Agricole s Cash Collateral, (II) Granting Adequate Protection to Credit Agricole, (III) Modifying the Automatic Stay, (IV) Scheduling a Final Hearing and (V) Granting Related Relief [Dkt. No. 91] (as amended by the notices of filing of extension of the Expiration Date thereunder [Dkt. Nos. 322 & 362], the Crédit Agricole Cash Collateral Order ); 1 WHEREAS, the Debtors acknowledged, admitted, stipulated and agreed in the Crédit Agricole Cash Collateral Order that (i) Toisa, as borrower, and Crédit Agricole (previously known as Calyon), as lender, entered into the Loan Agreement, dated September 21, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the Offshore Vessel Facility, and together with all other loan and security documents executed or delivered in connection with the Offshore Vessel Facility, the Offshore Vessel Facility Documents ), (ii) borrowings under the Offshore Vessel Facility are secured by, among other things, three Bahamian-flagged offshore remotely operated vehicle platform supply vessels owned by Toisa Toisa Valiant (the Valiant ), Toisa Vigilant and Toisa Voyager and the related earnings, charters, insurances, accounts and other assets, (iii) the Offshore Vessel Prepetition Obligations constitute legal, valid, binding, enforceable and non-avoidable obligations of Toisa and are allowed claims of Crédit Agricole against Toisa and (iv) the Offshore Vessel Prepetition Liens constitute legal, valid, binding, properly perfected and enforceable first priority liens on and security interests in the Offshore Vessel Prepetition Collateral; WHEREAS, the Stipulations and Releases contained in paragraphs C and D of the Crédit Agricole Cash Collateral Order are binding on all parties in interest because no challenge was brought prior to the expiration of the Investigation Period; 1 Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Crédit Agricole Cash Collateral Order. 2

6 Proposed Stipulation and Agreed Order Pg 3 of 6 WHEREAS, (i) on or about February 7, 2014, Toisa and Sealion Shipping Ltd. ( Sealion UK ) entered into a bareboat charter in respect of the Valiant (the Toisa Charter ) and (ii) on or about April 22, 2014, Sealion UK and Petróleo Brasileiro S.A. ( Petrobras ) entered into a chartering contract (the Petrobras Charter ), pursuant to which Sealion UK chartered the Valiant to Petrobras for a term expiring on or about November 8, The Petrobras Charter is subject to an annual review under the applicable Brazilian regulations requiring that charters to Petrobras of vessels flagged outside Brazil obtain an annual Charter Authorization Certificate (the CAA ) certifying that there are no suitable Brazilian-flagged vessels available on the market at that time; WHEREAS, the current CAA for the Valiant expired on November 16, 2017, and it is the Debtors understanding that it is not possible to obtain a renewal of the CAA for the Valiant for the remainder of the term of the Petrobras Charter given the availability of suitable Brazilian-flagged vessels; WHEREAS, following discussions with Petrobras and to secure the continued employment of the Valiant for the remainder of the term of the Petrobras Charter, the Debtors have requested Crédit Agricole s consent to (i) suspend the Valiant s current Bahamian flag, (ii) place the Valiant on the Brazilian special ship registry on a temporary basis and (iii) implement a revised chartering structure in respect of the Valiant. Under the revised chartering structure, (i) the existing Toisa Charter would remain in place, (ii) Sealion UK would enter into a new bareboat charter (the Sealion Charter ) with Sealion do Brazil Navegação LDTA ( Sealion Brazil ) and (iii) the Petrobras Charter would be novated to replace Sealion UK with Sealion Brazil as the lessor of the Valiant to Petrobras (the Novated Charter, and together with the Toisa Charter and the Sealion Charter, the New Charters ); 3

7 Proposed Stipulation and Agreed Order Pg 4 of 6 WHEREAS, as a condition to Crédit Agricole s consent to the Debtors request to reflag the Valiant, Crédit Agricole required that the Debtors, and the Debtors have agreed to, (i) grant to Crédit Agricole a supplemental mortgage governed by Brazilian law in respect of the Valiant (the Brazilian Mortgage ) and (ii) take any and all steps necessary or desirable, in Crédit Agricole s sole discretion, to perfect Crédit Agricole s liens and security interests granted by the Debtors to Crédit Agricole pursuant to the existing Offshore Vessel Facility Documents over rights in any charters of the Valiant and any earnings generated by the Valiant under such charters (collectively, the Charter and Earnings Assignments ); WHEREAS, the Debtors have consented to a modification of the automatic stay and the Stay Order pursuant to section 362(d) of the Bankruptcy Code, Rule 4001 of the Federal Rules of Bankruptcy Procedure and Rule of the Local Bankruptcy Rules for the Southern District of New York, subject to the conditions set forth herein and the Court s approval of this Stipulation and Agreed Order. NOW, THEREFORE, in consideration of the foregoing and of the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties stipulate and agree as follows: STIPULATION 1. Each of the recitals set forth above is incorporated herein by reference. 2. The automatic stay imposed by section 362(a) of the Bankruptcy Code, and restated in the Stay Order, is hereby modified to (i) permit the Debtors to grant to Crédit Agricole the Brazilian Mortgage and allow the filing and recording of the Brazilian Mortgage and (ii) take any and all steps necessary or desirable, in Crédit Agricole s sole discretion, to perfect Crédit Agricole s liens on and security interests in 4

8 Proposed Stipulation and Agreed Order Pg 5 of 6 the Charter and Earnings Assignments, including without limitation, the filing and recording of any financing statements, notices of lien, assignments, acknowledgements or similar instruments. 3. The Parties are authorized and empowered to (i) execute and deliver any documents necessary or appropriate to effectuate the reflagging of the Valiant, the granting to Crédit Agricole of the Brazilian Mortgage and the perfection of Crédit Agricole s liens on and security interests in the Charter and Earnings Assignments and (ii) take any other action necessary or appropriate to implement and effectuate the terms of this Stipulation and Agreed Order. 4. The Debtors are authorized and directed to comply with any requests by Crédit Agricole for information and assistance in connection with the preparation and filing of the Brazilian Mortgage and any financing statements, notices of lien, assignments, acknowledgements or similar instruments necessary or desirable, in Crédit Agricole s sole discretion, to perfect Crédit Agricole s liens on and security interests in the Charter and Earnings Assignments. 5. Within three business days of receipt by Sealion Brazil of any Offshore Vessel Cash Collateral (including Offshore Vessel Earnings) from the charterer under the Novated Charter, Sealion Brazil shall deposit all Offshore Vessel Cash Collateral, or proceeds thereof, in whatever form, or any other Offshore Vessel Prepetition Collateral or Collateral, or proceeds thereof, into the applicable Offshore Vessel Account. 6. Each Party, by and through its undersigned counsel, (a) represents that it has been duly authorized to enter into this Stipulation and Agreed Order and (b) requests that the Court approve this Stipulation and Agreed Order. 5

9 Proposed Stipulation and Agreed Order Pg 6 of 6 7. Nothing herein shall affect the rights, if any, of the Debtors, Crédit Agricole or the Unsecured Creditors Committee in respect of the Zolfo Cooper cash reconciliation dated September 14, No modification, amendment or waiver of any of the terms or provisions of this Stipulation and Agreed Order shall bind any Party hereto unless such modification, amendment or waiver is in writing, has been executed by the Parties hereto and has been approved by a further order of the Court. 9. This Stipulation and Agreed Order shall be effective immediately upon entry by the Court. 10. The Court shall retain jurisdiction with respect to the implementation, enforcement amendment or modification of this Stipulation and Agreed Order. Dated: New York, New York Dated: New York, New York November 22, 2017 November 22, 2017 LINKLATERS LLP TOGUT, SEGAL & SEGAL LLP By: /s/robert H. Trust By: /s/frank A. Oswald Margot B. Schonholtz Robert H. Trust 1345 Avenue of the Americas New York, NY (212) Albert Togut Frank A. Oswald Brian Moore One Penn Plaza, Suite 3335 New York, NY (212) Counsel to Crédit Agricole Corporate and Investment Bank Counsel to the Debtors and Debtors in Possession IT IS SO ORDERED. Dated: November, 2017 New York, New York HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 6