scc Doc 520 Filed 03/27/18 Entered 03/27/18 17:48:44 Main Document Pg 1 of 2

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1 scc Doc 520 Filed 03/27/18 Entered 03/27/18 17:48:44 Main Document Pg 1 of 2 TOGUT, SEGAL & SEGAL LLP One Penn Plaza Suite 3335 New York, New York (212) Albert Togut Frank A. Oswald Kyle J. Ortiz 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 FILING OF REVISED ORDER APPROVING THE DEBTORS APPLICATION FOR AN ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF H. CLARKSON & COMPANY AS BROKER FOR THE DEBTORS NUNC PRO TUNC TO FEBRUARY 26, 2018 PLEASE TAKE NOTICE that, on March 15, 2018, Toisa Limited and certain of its affiliates, as debtors and debtors in possession in the above-captioned cases (collectively, the Debtors ), filed the Debtors Application for an Order Authorizing the Retention and Employment of H. Clarkson & Company as Broker for the Debtors Nunc Pro Tunc to February 26, 2018 [Docket No. 506] (the Application ) 2, along with a proposed 1 2 The Debtors in these Chapter 11 Cases 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. Capitalized terms used but not defined in this Notice shall have the meaning ascribed to them in the Application.

2 scc Doc 520 Filed 03/27/18 Entered 03/27/18 17:48:44 Main Document Pg 2 of 2 order granting the relief requested in the Application, which was annexed to the Application as Exhibit A (the Proposed Order ). PLEASE TAKE FURTHER NOTICE that on March 16, 2018, the Debtors filed the Declaration of Philip Harding in Support of Debtors Application for an Order Authorizing the Retention Employment of H. Clarkson & Company as Broker for the Debtors Nunc Pro Tunc to February 26, 2018 [Docket No. 508]. PLEASE TAKE FURTHER NOTICE that annexed hereto as Exhibit A is a revised proposed order granting the relief requested in the Application, together with the exhibits thereo, (the Revised Order ). The blackline of the Revised Order showing changes from the Proposed Order is annexed hereto as Exhibit B. PLEASE TAKE FURTHER NOTICE that the Debtors intend to seek entry of the Revised Order at the hearing scheduled for March 29, 2018 at 2:00 p.m. (Prevailing Eastern Time) (the Hearing ). DATED: New York, New York March 27, 2018 TOISA LIMITED, et al., By Their Counsel TOGUT, SEGAL & SEGAL LLP By: /s/brian F. Moore ALBERT TOGUT FRANK A. OSWALD KYLE J. ORTIZ BRIAN F. MOORE One Penn Plaza, Suite 3335 New York, New York (212)

3 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 1 of 25 EXHIBIT A Revised Order

4 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 2 of 25 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 ORDER AUTHORIZING THE RETENTION AND EMPLOYMENT OF H. CLARKSON & COMPANY AS AS BROKER FOR THE DEBTORS NUNC PRO TUNC TO FEBRUARY 26, 2018 Upon the application of the Debtors (the Application ) 2 for entry of an order (the Order ) pursuant to sections 327(a) and 328(a) of the Bankruptcy Code, Bankruptcy Rule 2014(a) and Local Rule authorizing the Debtors to retain and employ H. Clarkson & Company Limited ( Clarkson ) as their broker nunc pro tunc to February 26, 2018; and this Court having jurisdiction to consider the Application pursuant to 28 U.S.C. 157 and 1334; and venue of these Chapter 11 Cases and the Application in this district being proper pursuant to 28 U.S.C and 1409; and this matter being a core proceeding pursuant to 28 U.S.C. 157(b); and this Court having found that proper and adequate notice of the Application and the relief requested therein has been provided in accordance with the Bankruptcy Rules, Local 1 The Debtors in these Chapter 11 Cases 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 otherwise defined herein shall have the meanings ascribed to them in the Application.

5 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 3 of 25 Rules and any applicable orders entered in these Chapter 11 Cases, and no other or further notice is necessary; and any objections to the Application having been withdrawn or overruled on the merits; and upon the consideration of the Declaration of Philip Harding attached as Exhibit B to the Application (the Harding Declaration ); and this Court being satisfied based on the representations made in the Application and the Harding Declaration that Clarkson does not hold or represent any interest adverse to the Debtors estates, with respect to the matters upon which Clarkson is to be employed, that Clarkson is a disinterested person as that term is defined under section 101(14) of the Bankruptcy Code, and that Clarkson s employment is necessary and is in the best interests of the Debtors and their estates; and after due deliberation and sufficient cause appearing therefor; IT IS HEREBY ORDERED THAT: 1. The Application is GRANTED as set forth herein. 2. In accordance with sections 327(a) and 328(a) of the Bankruptcy Code, the Debtors are hereby authorized to retain and employ Clarkson as their broker on the terms set forth in the Engagement Letter attached hereto as Exhibit 1, effective nunc pro tunc to February 26, Clarkson shall be compensated in the manner described in the Application and the Harding Declaration. 4. The Debtors shall notify the U.S. Trustee, counsel to each of the Debtors prepetition secured lenders, and counsel to the Creditors Committee of their intent to pay any Fee to Clarkson. The U.S. Trustee, the Creditors Committee and each of the Debtors prepetition secured lenders (including the Informal Committee) retain all rights to object to such payments on all grounds including but not limited to the 2

6 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 4 of 25 reasonableness standard provided for in section 330 of the Bankruptcy Code. If none of these parties objects by 5:00 p.m. (ET) on the tenth (10 ) business day after such th notification, on the eleventh (11 ) business day, the Debtors are authorized to pay such th Fee or reimbursement as an administrative expense without further order of the Court. If a party objects to the Debtors proposed payment, the matter shall be set for a hearing as soon as reasonably practicable thereafter. 5. All requests of Clarkson for payment of indemnity pursuant to the Engagement Letter shall be made by means of an application (interim or final as the case may be) filed with this Court and served upon each of the Debtors secured lenders and all other parties in interest; provided, however, that in no event shall Clarkson be indemnified for any liability, loss, costs, or claim that is found by this Court to be the result of Clarkson s fraud or fraudulent misrepresentation, knowing or willful violation of law, willful misconduct, breach of fiduciary duty, self-dealing, bad faith or gross negligence. All parties rights to object to any request of Clarkson for payment of indemnity pursuant to the Engagement Letter shall be preserved. 6. Clarkson is hereby relieved of the obligation to maintain time records. 7. To the extent the Application or Engagement Letter is inconsistent with this Order, the terms of this Order shall govern. 8. The Debtors are authorized and empowered to take all actions necessary to implement the relief granted in this Order. 9. The requirements set forth in Local Rule (b) are satisfied. 3

7 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 5 of This Court shall retain exclusive jurisdiction with respect to any matters, claims, rights or disputes arising from or related to the Application, the Engagement Letter or the implementation of this Order. DATED: New York, New York March, 2018 HONORABLE SHELLEY C. CHAPMAN UNITED STATES BANKRUPTCY JUDGE 4

8 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 6 of 25 EXHIBIT 1

9 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 7 of 25 Brokerage Agreement ( Agreement ) This Agreement is made on this th day of March 2018 by and between: 1. TOISA LIMITED, a company organized and existing under the laws of Bermuda and having its principal place of business at Clarendon House, 2 Church Street, Hamilton, Bermuda ( TOISA ), on behalf of itself, Affiliate Trade & Transport, Inc. and each of TOISA s Affiliates that owns an Asset (as defined below) (each a Debtor Subsidiary and together with TOISA, the Debtors ) with Chapter 11 cases (collectively, the Chapter 11 Cases ) pending in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy Court ) (Case No (SCC)); and 2. H. CLARKSON & COMPANY LIMITED, a company organized and existing under the laws of England and having its registered address at Commodity Quay, St Katharine Docks, London, E1W 1BF ( Clarksons ) on behalf of itself and its Affiliates; (together, the Parties ; each a Party ) FOR GOOD AND VALUABLE CONSIDERATION, THE ADEQUACY OF WHICH IS HEREBY CONFIRMED, THE PARTIES AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement: Affiliate of any person means any other person (individual or body corporate) that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such person (together, the Affiliates ); Asset means a Vessel or a Newbuild Contract; Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York; control (including the terms controls, controlled by and under common control with ) means the possession, direct or indirect, of the power to direct or cause the direction of the management, policies or activities of a person, whether through the ownership of securities, by contract or agency or otherwise; Fee has the meaning given to it in Clause 2.5 below; Newbuild Contract means each and any of the contracts for the construction of the following ships: 1. Contract No. CIS114K-01, the Aframax oil tanker United Mariner built 2018 having IMO number / 7

10 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 8 of Contract No. CIS114K-02, the Aframax oil tanker United Nomad built 2018 having IMO number Contract No. CIS114K-03, the Aframax oil tanker Nikos Kazantzakis built 2018 having IMO number Contract No. CIS158K-01, the Suezmax oil tanker United Oceans built 2018 having IMO number Contract No. CIS158K-02, the Suezmax oil tanker United Paragon built 2018 having IMO number Contract No. CIS158K-03, the Suezmax oil tanker Pericles G.C built 2018 having IMO number Order means an order or judgment of a court of competent jurisdiction. Person means any individual, entity, partnership, limited partnership, firm, trust, body corporate, company, corporation, government, governmental body, agency or instrumentality, unincorporated body of persons or association; Period means the period from the date hereof until September 15, 2018 (or such longer period as may be required to complete the Services, as requested by the Debtors) during which the Services shall be provided on an exclusive basis by Clarksons to the Debtors; PSA means a binding agreement or agreements in relation to the sale of each of the Assets, either on a vessel-by-vessel basis or en bloc (whether all or groupings of Vessels), by TOISA, and/or its relevant Debtor Subsidiary/Subsidiaries on terms and conditions agreed and executed between TOISA, and/or its relevant Debtor Subsidiary/Subsidiaries and a potential buyer or buyers and reasonably acceptable to the applicable Secured Lender; Secured Lender means a lender that provided financing to a Debtor, and such financing (i) is the basis for the secured claim held by such secured lender against a Debtor, and (ii) is secured by collateral including, but not limited to, a Vessel or a Newbuild Contract; Services has the meaning given to it in clause 2.2; Terms and Conditions means the Broking Terms of Business attached to this Agreement as Schedule 1; Vessel means each and any of the following ships (together, the Vessels ), to be sold by the relevant Affiliate of TOISA as sellers: 1. the Suezmax oil tanker United Ideal built 2011 having IMO number the Suezmax oil tanker United Dynamic built 2010 having IMO number the Suezmax oil tanker United Emblem built 2010 having IMO number the LR2 product tanker United Fortitude built 2010 having IMO number / 7

11 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 9 of the LR2 product tanker United Grace built 2010 having IMO number the LR2 product tanker United Honor built 2010 having IMO number the LR2 product tanker United Journey built 2010 having IMO number the Aframax oil tanker United Seas built 2008 having IMO number the Panamax oil tanker United Ambassador built 2007 having IMO number the Panamax oil tanker United Banner built 2007 having IMO number the Panamax oil tanker United Carrier built 2007 having IMO number the Suezmax oil tanker United Kalavryta built 2005 having IMO number the Suezmax oil tanker United Leadership built 2005 having IMO number the Kamsarmax bulk carrier Trade Unity built 2016 having IMO number the Kamsarmax bulk carrier Trade Resource built 2016 having IMO number the Kamsarmax bulk carrier Trade Prosperity built 2016 having IMO number the Kamsarmax bulk carrier Trade Quest built 2016 having IMO number the Kamsarmax bulk carrier Trade Spirit built 2016 having IMO number the Kamsarmax bulk carrier Trade Will built 2012 having IMO number the Kamsarmax bulk carrier Trade Vision built 2011 having IMO number SERVICES AND FEES 2.1 In relation to the sale of the Assets, the Debtors shall use the Services of Clarksons exclusively during the Period, unless its Services are terminated in accordance with this Agreement, and shall appoint no other broker or agent world-wide in that regard nor shall any of the Debtors seek to effect any contract of any nature whatsoever relating to the Assets directly or through another of TOISA s Affiliates other than through Clarksons. The Debtors shall also during the Period refer to Clarksons any interested parties, including other brokers, who may make direct or indirect contact with TOISA or TOISA s relevant Affiliates relating to the purchase of the Assets and shall similarly request the Secured Lenders to make like referrals. 2.2 In relation to the intended sale of the Assets, Clarksons shall provide the following Services to TOISA and its relevant Affiliates during the Period: i. identify potential purchasers of the Assets; 3 / 7

12 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 10 of 25 ii. iii. iv. assist potential purchasers regarding inspections of the Vessels and their records and the ships being constructed pursuant to the Newbuild Contracts; assist in negotiating the terms and conditions of each PSA; assist with the provision of documentation for delivery of the Assets and with regard to the closing of the sale of the Assets; and v. provide expert testimony, both oral and via declaration, as requested by the Debtors from time to time, regarding the sale of the Assets, as well as prepare expert reports from time to time in connection with same; and vi. create a virtual data room with information for each Asset that is typically requested in shipping sale and purchase transactions. Clarksons shall use commercially reasonable efforts to (i) assist the Debtors to enter into PSAs in relation to all of the Assets and close the sale of all of the Assets within the Period and (ii) arrange for the preparation and distribution of all relevant marketing materials. In connection with providing the above-referenced Services, Clarksons shall maintain a record of every person or entity that expresses an interest in acquiring one or more Assets or otherwise responds to any marketing materials distributed by Clarksons in connection with the Services, including the status of Clarksons communications with such person or entity (the Tracker ); provided, however, that Clarksons shall use its reasonable best efforts to engage any person or entity referred to Clarksons by a Secured Lender in the sale process for which Clarksons is being retained herein. Clarksons shall distribute a copy of the most recently updated Tracker to the Debtors, counsel for the Informal Committee of Secured Lenders, counsel for the Official Committee of Unsecured Creditors and counsel for each of the Secured Lenders on a weekly basis and within a reasonable time following any such party s request for same. Clarksons shall not be entitled to any Fee following termination of this Agreement unless the relevant buyer of one or more of the Assets shall have been listed on the Tracker on or before September 15, 2018 and a PSA for the sale of such Asset(s) shall have been entered into on or before February 28, 2019, in which case Clarksons shall be entitled to the relevant Fee from the relevant sale proceeds as set forth in clause 2.5 below in relation to such sale. 2.3 Following any termination, Clarksons shall have no further obligations, other than the obligation to furnish to the Debtors a list of all interested purchasers Clarksons introduced regarding any Asset(s), which includes a copy of the most recently updated Tracker. In particular, without limitation, Clarksons shall not be obliged to inform TOISA and TOISA s relevant Affiliates about any circumstances or events known to them which may be relevant in the context of the intended sale of the Asset by TOISA and its relevant Affiliates to a purchaser introduced by Clarksons or otherwise. Clarksons undertakes to 4 / 7

13 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 11 of 25 provide the Services during the Period in accordance with the Terms and Conditions solely as an independent contractor and not an agent, partner, coventurer, member or Affiliate of TOISA or its Affiliates (as the case may be) and shall not hold itself out as, or conduct any act or omission that could give rise to a finding under any applicable law that Clarksons is, an agent, partner, coventurer, member or Affiliate of TOISA or its Affiliates. Nothing in this Agreement shall constitute, or be deemed to constitute, a partnership or a joint venture between the Parties and their Affiliates nor, shall it constitute, or be deemed to constitute an agency of any other Party and their Affiliates for any purpose. 2.4 Clarksons shall use reasonable efforts to assist the Debtors with implementation of the PSAs and the Debtors shall fully co-operate with Clarksons as regards the conclusion of the sale of the Assets and the implementation of the PSA. 2.5 The Debtors shall procure that Clarksons shall be paid by the relevant Debtor Subsidiary a commission (a Fee ) upon the closing of the sale of the Asset owned by such Debtor Subsidiary of one half of one per cent (0.5%) of the cash purchase price as per the relevant PSA for each Asset; provided, however, that, in the case of a credit bid by a Secured Lender, no fee will be payable on that sale by such Debtor Subsidiary or the applicable Secured Lender. A credit bid shall mean a bid by an existing Secured Lender, or its assignee, consisting solely of all or part of the indebtedness secured by the relevant Asset and related assets and any funds held in the account of a Debtor Subsidiary on which a Secured Lender has a lien or security interest in circumstances where such credit bidder does not then resell such Asset within three months following the closing of the sale of the Asset, to a purchaser that was listed on the Tracker during the Period. In that case, Clarksons shall be entitled to a Fee from the credit bidder equal to one half of one percent (0.5%) of the applicable credit bid. The Fee shall be payable from the proceeds of the sale of the relevant Asset within ten (10) banking days in London following the satisfaction of each of the following conditions: (i) the closing under the relevant PSA; (ii) the issuance of the relevant Bankruptcy Court Order approving the sale; and (iii) the Debtors receipt of Clarksons respective invoice. 2.6 It is to be understood that the terms and conditions (including contract price) of any sale of an Asset shall be reasonably acceptable to the applicable Secured Lender and considered and accepted by TOISA at its sole discretion on behalf of the other Debtors and the Debtor Subsidiaries and TOISA shall not be obliged to accept to sell any Asset to any particular potential buyer. 3. MISCELLANEOUS 3.1 This Agreement shall become effective upon the date of entry of an Order of the Bankruptcy Court approving its terms. 3.2 TOISA, on behalf of itself and the other Debtors, shall use its reasonable best efforts to keep all information provided by Clarksons pursuant to this Agreement strictly private and confidential (including but not limited to the 5 / 7

14 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 12 of 25 Tracker), except that the Debtors shall be permitted to disclose information (including the Tracker) from time to time about the sale of an Asset to the applicable Secured Lender (including its legal and financial advisors) that holds the security interest in the Asset, legal and financial advisors of the Debtors (as the case may be), or as may be required by the Bankruptcy Court or any regulatory body. Clarksons understands a copy of this Agreement (including the Terms) will be annexed to a motion, filed with the Bankruptcy Court, seeking to approve its terms. 3.3 Clarksons, on behalf of itself and its Affiliates, undertakes that all information provided by or on behalf of the Debtors under this Agreement shall be kept strictly private and confidential except if specifically permitted by TOISA to be disclosed to third parties for the purpose of performing the Services; provided, however, that Clarksons shall be permitted to disclose information from time to time about the sale of an Asset to the applicable Secured Lender (including its legal and financial advisors) that holds the security interest in the applicable Asset. 3.4 In the event that any request is made for provision of testimony or witness statement or other evidence regarding the performance of the Services or the implementation of any PSA as referred to in paragraph v of clause 2.2 above, the same shall be provided without any personal liability on the part of the persons within Clarksons or its Affiliates providing the same to the extent permitted by applicable law and the Debtors shall be responsible for all relevant travel, hotel and reasonable expenses of the person or persons within Clarksons providing such testimony or witness statement or other evidence and shall procure such further indemnities and disclaimers as Clarksons may reasonably require. For the avoidance of doubt, Clarksons provision during the Period of testimony or witness statement or other evidence regarding the performance of the Services or the implementation of any PSA will not entitle Clarksons to any additional compensation (aside from being reimbursed for expenses incurred in connection therewith, as described herein). 3.5 Any other travel for Clarksons person or persons requested by the Debtors shall be for the expense of the Debtors and allocated to the appropriate Debtor Subsidiary, where applicable, and, where not applicable, will be allocated to all of the Debtors in the same manner as allocations for professional fees and expenses already in place under the cash collateral orders entered in these cases. 3.6 The cost of any advertisements, third party inspections and divers inspections requested by the Debtors to facilitate the marketing or sale of the Assets, as agreed and approved by TOISA pursuant to a budget to be provided by Clarksons, shall be for the expense of the Debtors and allocated to the appropriate Debtor Subsidiary, where applicable, and, where not applicable, will be allocated to all of the Debtors in the same manner as allocations for professional fees and expenses already in place under the cash collateral orders entered in these cases. All costs of any other inspections of any Vessel or vessel subject to a Newbuild Contract shall be the responsibility of the potential purchaser that requests such inspection. 6 / 7

15 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 13 of The Debtors shall use their best efforts to procure the full co-operation and assistance of the Secured Lenders, Marine Management Services, Marine Management Bulk Services Inc., Toisa and Trade and Transport, London in relation to the performance of the Services. 3.8 This Agreement and any dispute arising out of or in connection herewith shall be governed by and construed in accordance with the laws of New York without giving effect to any conflicts of laws provisions thereof. The Bankruptcy Court shall have exclusive jurisdiction over this Agreement and any disputes that may arise therefrom. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate on the date first above written. TOISA LTD on behalf of itself and the Debtor Subsidiaries H. CLARKSON & COMPANY LTD on behalf of itself and its Affiliates By: By: Name: Jonathan Mitchell Name: Philip Harding Title: Chief Restructuring Officer Title: Director 7 / 7

16 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 14 of 25 Schedule A Terms and Conditions 1.1 In these Terms the following definitions apply: Agreement means the contract pursuant to which the Broker agrees to provide Services to the Client in accordance with these Terms, whether such contract is verbal and/or in writing including any contract between the Broker and the Client which is contained in or evidenced by the terms of a separate contract between the Client and a third party. Ancillary Services means the ancillary services set out in Clause 2.4. Affiliate means a company or other legal entity which directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, another entity; control (including the terms controls, controlled by and under common control with ) means the possession, directly or indirectly, of more than 50% of the equity securities or equity interests in such entity or the power to direct or cause the direction of the management and policies of such entity (whether through ownership of securities, partnership interest or other ownership interests, by contract, or otherwise). Bankruptcy Court means the United States Bankruptcy Court for the Southern District of New York. Broker means H.Clarkson & Co. Ltd., which has been requested by the Client to provide Services or to which the Client has responded in relation to the provision of Services. Broking Services means the broking services set out in Clause 2.1. Client means the party requesting the Services from the Broker or responding to the Broker in relation to the provision of the Services. Where such party is acting as a Representative, references to the Client shall include the Principal; Group means the Broker and its Affiliates. Negotiations means exchanges, whether verbal or in writing including via an electronic platform, conducted by or with the Broker in relation to concluding a PSA. Parties means together, the Broker and the Client (each, a Party ). Post PSA Services means the post PSA services set out in Clause 2.2. Principal means the party to a PSA including, as relevant, an owner, operator, seller or buyer of a Ship and any party guaranteeing the obligations of such a party.

17 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 15 of 25 PSA means a contract for the sale and purchase of a Ship on terms and conditions reasonably acceptable to the Secured Lender that holds the security interest in the applicable Ship. Representative means a person or company (including but not limited to a ship manager, charterer, shipbroker or other agent) who is not a Principal but is involved in Negotiations or the conclusion of a PSA as an agent on behalf of a Principal. Sale Order means an order of the Bankruptcy Court approving the sale of one or more Ships. Secured Lender has the meaning ascribed to such term in the Agreement. Services means, collectively, the Broking Services, Post PSA Services and Ancillary Services. Ship means any type of vessel (including newbuilds) and/or equipment used or intended to be used for any purpose on, in or over water including but not limited to rigs, jack ups, submersibles, and barges. Terms means the terms and conditions set out in this document. 1.2 Any reference in these Terms to any: provisions of a statute shall be construed as referring to the provision as amended, re-enacted or extended from time to time; document shall be a reference to such document as amended, varied, supplemented, modified or novated from time to time; 1.3 Headings in these Terms are for convenience and ease of reference only and shall not affect their interpretation. 1.4 In these Terms, unless the context requires otherwise: words in the singular shall be deemed to include the plural and vice versa; references to persons shall include bodies of persons whether corporate or otherwise; words importing the whole shall be treated as including a reference to any part of the whole; references to a party includes it successors and permitted assigns; references to Clauses are references to clauses to or of these Terms. 2

18 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 16 of The Supply of Services 2.1 Broking Services: The Broker shall act as a broker in relation to Negotiations and PSAs. The role of the Broker is to introduce Principals and thereafter assist the Principals and/or their Representatives to negotiate and conclude PSAs between Principals. This Clause 2.1 is not intended to limit the scope of the services to be provided pursuant to the Agreement, which shall govern the scope of services to be provided by the Broker. 2.2 Post PSA Services: The Broker may, where so agreed between the Client, the Broker and the relevant Secured Lender, provide the Client with assistance in relation to communications and operational matters arising from the performance of a PSA. 2.3 Unless otherwise agreed, the Broking Services and the Post PSA Services shall be provided on a PSA-by-PSA basis. 2.4 Ancillary Services: The Broker may also agree to provide the Client with ancillary services including but not limited to market research, reports, studies and specific analyses. 2.5 The Ancillary Services may be subject to specific provisions (including, without limitation, disclaimers) in addition to these Terms. In the event of, and only to the extent of, a conflict between these Terms and such specific provisions, the latter shall prevail. Otherwise these Terms, including those as to limitation of liability, shall apply. 2.6 The Broker may, at its sole discretion, provide the Services to the Client by or together with another company in the Group. In such circumstances, the Client agrees that (i) such other company in the Group shall have the benefit and protection of these Terms; (ii) the liability of the Broker and such other company in the Group shall be joint and several. Where the Client is a Representative, the Principal for which the Client acts shall have the same rights and be bound by the same obligations as set out in these Terms. 2.7 The Broker is not responsible for the performance or non-performance of any PSA or of any party or Ship subject thereof. 2.8 The Services are being provided to the Client on an exclusive basis. 3. Broker s Obligations 3.1 The Broker shall provide the Services as agents for and on behalf of the Client. 3.2 Broker shall perform the Services with the reasonable skill and care expected of a professional broker and in accordance with the Terms. 3

19 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 17 of The Broker shall provide the Services in compliance with applicable law. 3.4 The Broker may, while providing the Services, deal with Principals or retained professionals or employees. In each case, the Broker deals in good faith as to the authority such other party possesses. The Broker does not give any warranty or guarantee or make any representation as to that authority or the validity thereof. 3.5 If at any time the Broker provides information (including but not limited to information regarding corporate structure or financial standing) in respect of any person or any asset in relation to a PSA or otherwise, the Broker does so in good faith but without any warranty or guarantee as to accuracy or otherwise. 4. Client s Obligations 4.1 The Client shall pay or procure the payment of the Broker s Fees to the Broker for the Services as more particularly set out in Clauses 5 and 6 herein. 4.2 The Client warrants that it has the full power and authority at all relevant times, subject to an order of the Bankruptcy Court approving the retention of the Broker and consulting with the Informal Committee of Secured Lenders, the applicable Secured Lender and the Official Committee of Unsecured Creditors, to (i) accept these Terms (ii) engage the Broker to provide the Services (iii) make all offers, counteroffers and representations during Negotiations and (iv) agree to a PSA; provided, however, that in the case of clause (iv) hereof, such PSAs shall be on terms reasonably acceptable to the applicable Secured Lender. 4.3 The Client acknowledges that the Broker shall be entitled to accept, rely upon and act in accordance with the instructions received from the Client (whether verbal, written, or otherwise) in relation to any of the Services without enquiry as to the identity or authority of the person(s) giving or purporting to give such instructions. 4.4 The Client warrants that it has adequate resources to enter into and perform any PSA arising out of or in connection with the Services. 4.5 The Client warrants that it and its employees, servants and agents will deal with the Broker in good faith at all times. 4.6 The Client represents and warrants that it and its employees, servants and agents shall comply at all material times with applicable law. 4.7 The Client warrants that, to the best of its knowledge, neither the Services requested nor the PSA are unlawful and are not of a nature as could render the provision of the Services in breach of any relevant applicable law, including but not limited to (i) sanctions imposed by the United Nations, European Union, the United States of America or any national government having authority over the Group, a Representative or a Principal (ii) laws relating to money laundering, bribery and corruption. In the event that, at any time after the request for 4

20 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 18 of 25 Services has been made by the Client or a PSA has been concluded, the Client or its employees, servants or agents become aware that the provision of the Services or the performance of the PSA may be in breach of any such relevant law, the Client shall inform the Broker thereof promptly. 4.8 The Client shall or procure that its employees, servants and agents shall: (i) promptly provide all information, instructions and assistance required by the Broker for the performance of the Services; (ii) ensure all information provided to the Broker by or on behalf of the Client is accurate and complete; and (iii) warrant that the Broker can rely upon the information for the purposes of and in connection with the Services. In the event that there is any change to the information provided to the Broker, the Client shall notify the Broker of that change promptly. 4.9 Where actions need to be taken by a certain time the Client shall ensure that all necessary responses, information and instructions ( Communications ) are provided by it to the Broker, within working hours in the location in which the Broker is located, in good and sufficient time to permit the Broker to forward such Communications and/or to take such action as may be required in time to permit such action to take place in the time zone in which the action is required to be taken If the Broker has asked the Client to use specific addresses then the Client or its employees, servants or agents shall use those addresses. In the event that the Client or its employees, servants or agents do not receive a prompt acknowledgement of receipt of time sensitive messages or claims documentation from the Broker, the Client or its employees, servants or agents shall contact the Broker to confirm receipt of such messages. The Broker shall have no responsibility for a failure to take action in relation to information or instructions contained in a message or claims documentation unless it is sent to the correct address and acknowledged by the Broker The Client or its employees, servants or agents shall carefully review all messages sent to or copied to the Client and promptly advise the Broker of any errors or misrepresentations. The Broker is not responsible for the consequences of a failure by the Client or its employees, servants or agents to review messages and documents It is the Client s responsibility to: (i) decide whether to enter into a PSA with the proposed counterparty and on what terms; (ii) ensure the validity, binding nature or enforceability of a PSA or any relevant security; (iii) seek or obtain security in connection to the PSA; and (iv) consult with the Informal Committee of Secured Lenders, the applicable Secured Lender and Official Committee of Unsecured Creditors. 5

21 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 19 of Fees 5.1 The Broker shall be paid a fee for the Services provided in respect of each PSA in the form of a percentage on the purchase price (as more particularly set out below and in the Agreement) ( Fees ). 5.2 The Fees payable for the Services shall be incurred and paid as set forth in the Agreement and the applicable Sale Order. 5.3 Where Services are provided, the Client is deemed to have engaged the Broker in relation to any PSA that arises in connection with those Services whether or not it is concluded via the Broker; provided, however, that the Client s incurrence and payment of any Fee in connection with such Services shall be governed by Clauses 2.2 and 2.5 of the Agreement and the applicable Sale Order. 5.4 If, due to a material breach by Client (as determined by the Bankruptcy Court), a PSA is cancelled, terminated or modified in such manner as would deprive the Broker of its Fees, the Broker shall have the right to seek allowance and payment of an administrative expense claim for its Fee on account of such PSA notwithstanding such termination; provided, however, that the Debtors failure to obtain an Order from the Bankruptcy Court approving the applicable PSA shall not constitute a material breach by Client. 5.5 The Broker shall be paid Fees in respect of any PSA where the Client or a party to the PSA nominates a person to perform the same in the Client s or such party s stead, except as otherwise provided in the Agreement. 6. Terms of Payment 6.1 The Client s payment of any Fee to the Broker shall be governed by the terms of the Agreement. 6.2 If the Client s responsibility to pay the Fees is to be discharged by a third party, the Client shall take all necessary steps to ensure the prompt payment of the Broker s Fees and pay the Fees itself in the event of default by the third party. 6.3 Time for payment shall be of the essence. 7. Market Reports 7.1 Any market reports, commentary, catalogues, circulars or literature (together, the Market Reports ), published by the Broker or its Group, are provided for general information and convenience only on an as is and as available basis. Nothing in their supply or content constitutes an offer, solicitation, advice or a recommendation of any kind, including without limitation, with respect to the PSA or for any other purposes whatsoever. The Client acknowledges and agrees that it will not rely on them in making any decision, financial or otherwise, or to conclude any transaction and use of the Market Reports shall be at Client s sole risk. 6

22 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 20 of The provision of Market Reports may be subject to separate specific provisions (including, without limitation, disclaimers) in addition to these Terms. In the event of, and only to the extent of, a conflict between these Terms and the specific provisions, the latter shall prevail. Otherwise these Terms shall apply. 8. Limitation of Liability 8.1 The Broker and the Client agree that the limits and exclusions of liability found in this Clause 8 are fair and reasonable having regard to the nature of the Services, the Fees paid for such Services by the Client and all other circumstances relating to the Services known to the Client and the Broker at the time of entering into the Agreement. 8.2 Nothing in this Clause 8 limits the Broker s liability for: (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by the negligence of the Broker; (iii) any knowing or willful violation of law; (iv) any willful misconduct; (v) breach of fiduciary duty; (vi) self-dealing; (vii) bad faith; or (viii) gross negligence in Broker s performance of the Services. 8.3 Neither the Broker nor any of its Group shall be liable for: Loss of profits, loss of anticipated savings, loss of use, loss of or interruption to business, loss of reputation, loss of goodwill or loss of or errors in or in relation to documents and/or data; Indirect or consequential loss; Loss caused by any event or cause that the Broker was unable to avoid and/or the consequences of which could not have been prevented by the exercise of reasonable diligence; Loss which was not solely caused by the act or omission of the Broker or which would have occurred in any event unless such loss is found by the Bankruptcy Court to be the result of Broker s fraud or fraudulent misrepresentation, knowing or willful violation of law, willful misconduct, breach of fiduciary duty, self-dealing, bad faith or gross negligence. 8.4 The exclusions and/or limitations set out in this Clause shall apply whether the claim against the Broker and/or any of its Group is brought in contract or tort (including for negligence, except as described in Clause 8.2 hereof). 8.5 The provisions of this Clause 8 shall remain in force notwithstanding termination of the Agreement. 7

23 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 21 of Third Party Services and Limitation of Liability 9.1 In the event that a Client requests the Broker to use the services of a third party in relation to this Agreement ( Third Party Services ), the Broker will contract with such third party as agent for the Client. 9.2 The Broker expressly disclaims all warranties, conditions and other terms with respect to the Third Party Services whether express, implied, statutory or otherwise, including without limitation, accuracy or reliability of results from use of the Third Party Services, that the Third Party Services will meet specific requirements, be uninterrupted, completely secure or free of errors, including, without limitation, software errors. 9.3 The Client acknowledges and agrees that the Third Party Services are provided on an as is basis without any warranty of any kind and that the entire risk as to the quality and performance of the Third Party Services shall be borne by the Client. 10. Indemnity 10.1 The Client shall save harmless and keep the Broker and its Group indemnified from and against: all liability, loss, costs, claims whatsoever (including but not limited to duties, taxes, fines, penalties or charges levied by any authority in relation to the Services) arising out of the Broker and/or its Group acting in accordance with the Client s instructions or arising from any breach by the Client of any warranty or obligation contained in these Terms or from the gross negligence of the Client; and any liability assumed or incurred by the Broker and/or its Group when the Broker and its Group has become liable to any other party as a result of carrying out the Client s instructions; all claims, costs and demands whatsoever and by whomsoever made in excess of the liability of the Group (including the Broker) under these Terms, regardless of whether such claims, costs, and/or demands arise from, or in connection with a breach of contract, negligence or breach of duty of the Broker, its servants, sub-contractors or agents or its Group for the avoidance of doubt, the Client shall not indemnify Broker from any liability, loss, costs, or claim that is found by the Bankruptcy Court to be the result of Broker s fraud or fraudulent misrepresentation, knowing or willful violation of law, willful misconduct, breach of fiduciary duty, self-dealing, bad faith or gross negligence All requests of Broker for payment of indemnity pursuant to Clause 10.1 hereof shall be made by means of an application (interim or final as the case may be) filed with the Bankruptcy Court and served upon each of the Debtors 8

24 scc Doc Filed 03/27/18 Entered 03/27/18 17:48:44 Exhibit A: Revised Order Pg 22 of 25 Secured Lenders and all other parties in interest. All parties rights to object to any request of Broker for payment of indemnity shall be preserved. 11. Termination 11.1 The Broker shall be entitled to terminate the Agreement with immediate effect and without liability by giving written notice to the Client if: The Client commits any material breach of any term of the Agreement or, in case of a breach capable of being remedied, if the Client fails to remedy the breach within five (5) business days of the receipt of a request in writing from the Broker to do so; or There shall occur any change in applicable law after the date of this Agreement that causes the provision of the Services to be unlawful and the Client and the Broker shall have been unable, having exercised all reasonable efforts, to make such changes to the provisions of this Agreement to render the same lawful The Client shall be entitled to terminate the Agreement with immediate effect and without liability by giving written notice to the Broker if: The Broker commits any material breach of any term of the Agreement or, in case of a breach capable of being remedied, if the Broker fails to remedy the breach within five (5) business days of the receipt of a request in writing from the Client to do so; or There shall occur any change in applicable law after the date of this Agreement that causes the provision of the Services to be unlawful and the Client and the Broker shall have been unable, having exercised all reasonable efforts, to make such changes to the provisions of this Agreement to render the same lawful Without prejudice to any other rights, if the Agreement is terminated or cancelled, other than due to any breach by the Broker, the Client shall pay the Broker all Fees earned and recoverable costs incurred in respect of the Services performed up to the date of the termination or cancellation (as applicable) of the Services together with any reasonable costs and/or expenses incurred by the Broker as a result of the termination or cancellation (as applicable). Thereafter the Client shall remain liable to pay to the Broker any Fees which become due and payable after the date of termination of the Services in respect of any PSAs which were concluded on or before the date of termination and/or which arise after the date of termination of the Services following performance of the Services prior to the date of termination of the Services to the extent provided for in the Agreement and any Sale Order. 9