Case KJC Doc 577 Filed 12/22/15 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case KJC Doc 577 Filed 12/22/15 Page 1 of 10 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) NORTHSHORE MAINLAND SERVICES INC., 1 ) Case No (KJC) ) Debtor. ) ) ) Objection Deadline: January 6, 2016 at 4:00 p.m. (prevailing Eastern time) Hearing Date: January 13, 2016 at 10:00 a.m. (prevailing Eastern time) DEBTOR S MOTION FOR ENTRY OF ORDER DISMISSING CHAPTER 11 CASE Northshore Mainland Services Inc. (the Debtor ), the debtor and debtor in possession in the above-captioned chapter 11 case (the Chapter 11 Case ), hereby files this motion (the Motion ) for entry of order, substantially in the form annexed hereto as Exhibit B (the Order ), pursuant to sections 105(a) and 1112(b) of title 11 of the United States Code, 11 U.S.C (the Bankruptcy Code ), Rule 1017(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules ), and Rule of the Local Rules of Bankruptcy Practice and Procedure of the United States Bankruptcy Court for the District of Delaware (the Local Rules ), dismissing the Chapter 11 Case and granting such other and further relief as requested herein or as the Court (as defined herein) otherwise deems necessary or appropriate. In support of this Motion, the Debtor submits the Declaration of Carl Williams in Support of Debtor s Motion for Entry of Order Dismissing Chapter 11 Case (the Williams Declaration ), a copy of which is attached hereto as Exhibit A, and respectfully represents as follows: 1 The last four digits of the Debtor s federal tax identification number are 9087.

2 Case KJC Doc 577 Filed 12/22/15 Page 2 of 10 JURISDICTION 1. The United States Bankruptcy Court for the District of Delaware (the Court ) has jurisdiction over this matter pursuant to 28 U.S.C This is a core proceeding within the meaning of 28 U.S.C. 157(b)(2). 2. Venue in the Court is proper pursuant to 28 U.S.C and The statutory bases for the relief requested herein are sections 105(a) and 1112(b) of the Bankruptcy Code, as supplemented by Bankruptcy Rule 1017(a) and Local Rule BACKGROUND 4. On June 29, 2015, the Debtor filed a voluntary petition for relief under chapter 11 of the Bankruptcy Code. No trustee or examiner has been appointed in the Chapter 11 Case. 5. Additional details regarding the Debtor s business, assets, capital structure, and the circumstances leading to the filing of the Chapter 11 Case are set forth in the Declaration of Thomas M. Dunlap in Support of Chapter 11 Petitions and First Day Pleadings of Northshore Mainland Services Inc. and its Affiliated Debtors and Debtors in Possession [D.I. 3], which is incorporated herein by reference. The Debtor is an indirect subsidiary of Baha Mar Ltd., the project company and former chapter 11 debtor, which is both in receivership and court-ordered provisional liquidation in The Bahamas along with certain of the Debtor s affiliates and former chapter 11 debtors. 6. On July 14, 2015, the Office of the United States Trustee for the District of Delaware (the U.S. Trustee ) appointed a statutory committee of unsecured creditors (the Committee ) [D.I. 166]. 7. On September 15, 2015, the Court entered the Memorandum Regarding Motions To Dismiss Cases [D.I. 503] (the Dismissal Memorandum ) and the Order Regarding Motions To Dismiss Cases [D.I. 504] (the Dismissal Order ), (a) denying the dismissal motions filed by 2

3 Case KJC Doc 577 Filed 12/22/15 Page 3 of 10 CCA Bahamas, Ltd. ( CCA ) and The Export-Import Bank of China ( CEXIM ) as to the Chapter 11 Case of the Debtor and (b) granting the dismissal motions relating to the chapter 11 cases of certain of the Debtor s affiliates. 8. Following entry of the Dismissal Order, negotiations among the former debtor entities, CEXIM, and CCA proved fruitless, despite good faith proposals by the developer to provide financing necessary to complete the Baha Mar Project. In the absence of an automatic stay, CEXIM commenced exercising remedies under its security documents against collateral in the Bahamas and, on October 30, 2015, it appointed receiver-managers to take possession of the Baha Mar property and assets. The Baha Mar Project currently remains unfinished and shuttered. PRELIMINARY STATEMENT 9. It its Dismissal Memorandum, the Court deferred consideration as to whether the continued pendency of the Debtor s Chapter 11 Case, on its own, would ultimately serve any practical purpose for the family of debtor corporations. 2 In light of the current status of the Baha Mar Project, including CEXIM s appointment of a receiver, and in order to avoid any further accrual of administrative expenses, the Debtor has determined that dismissal of the Chapter 11 Case is in the best interests of its estate and parties in interest. 10. As of the Petition Date, the Debtor (a) managed the Baha Mar Project s call center responsible for advanced-booking reservations for the various hotels and the convention center and (b) performed general sales and marketing duties for the entire Baha Mar Project. In light of the current status of the Project, however, the Debtor does not currently serve a business purpose. Indeed, the Debtor has no ongoing business operations, no business to reorganize or 2 See Dismissal Memorandum at 22 n.11 ( Whether allowing the Northshore chapter 11 case to proceed on its own in this Court will ultimately serve any practical purpose for the family of Debtor corporations remains to be seen, but I leave that for later consideration. ). 3

4 Case KJC Doc 577 Filed 12/22/15 Page 4 of 10 liquidate, and de minimis assets. As a result, the Debtor does not possess the wherewithal to maintain the Chapter 11 Case and cannot propose or confirm a chapter 11 plan. Therefore, cause exists to dismiss the Chapter 11 Case. 11. In conjunction with, and subject to, the proposed dismissal of the Chapter 11 Case, the DIP Lender has agreed to provide sufficient funds to the Debtor pursuant to the DIP Facility (as defined below) to enable the Debtor to satisfy the remaining fees and expenses due and owing to the Debtor s and Committee s respective professionals on account of their allowed fee claims (collectively, the Professional Fee Claims ) 3 in amounts agreed upon between the Debtor and each such professional, as well as other remaining administrative expense claims, including accrued and unpaid U.S. Trustee fees pursuant to 28 U.S.C. 1930(a)(6) (the U.S. Trustee Fees ). 12. Based on the foregoing, the Debtor believes that the proposed dismissal of the Chapter 11 Case is warranted because it will (a) provide a means to satisfy the Professional Fee Claims, U.S. Trustee Fees, and other administrative claims set forth in the Debtor s books and records, (b) allow for a prompt and orderly conclusion to the Chapter 11 Case, (c) avoid unnecessary accrual of potential chapter 7 administrative expenses that would be associated with any conversion of the Chapter 11 Case to chapter 7, and (d) otherwise be in the best interests of the Debtor, its creditors, and its estate. RELIEF REQUESTED 13. By this Motion, the Debtor requests entry of the Order, substantially in the form annexed hereto as Exhibit B, pursuant to sections 105(a) and 1112(b) of the Bankruptcy Code, Bankruptcy Rule 1017(a), and Local Rule , dismissing the Chapter 11 Case and granting 3 The Professional Fee Claims also include the reasonable and documented out-of-pocket expenses incurred by each member of the Committee. 4

5 Case KJC Doc 577 Filed 12/22/15 Page 5 of 10 such other and further relief as requested herein or as the Court otherwise deems necessary or appropriate. The Committee has advised Debtor s counsel that it does not oppose the relief requested herein. BASIS FOR RELIEF A. Cause Exists To Dismiss the Chapter 11 Case Because the Debtor Ceased its Business Operations, Has No Assets for Distribution, and Is Unable To Confirm a Chapter 11 Plan 14. As set forth above, the Debtor has no ongoing business operations, no business to reorganize or liquidate, and de minimis assets. See Williams Declaration at 7. The sole potential source of recovery for administrative expenses is the availability under the existing debtor-in-possession financing facility (the DIP Facility ). See id. at 8. As set forth above, in conjunction with, and subject to, the proposed dismissal of the Chapter 11 Case, the DIP Lender has agreed to provide sufficient funds to the Debtor pursuant to the DIP Facility to enable the Debtor to satisfy the Professional Fee Claims in amounts agreed upon between the Debtor and each professional, as well as other remaining administrative expense claims, including accrued and unpaid U.S. Trustee Fees. See id. 15. With respect to the U.S. Trustee Fees, the Debtor intends to remit to the U.S. Trustee all accrued and unpaid amounts due by no later than five business days after entry of the Order. See id. at 9. With respect to the Professional Fee Claims, the Debtor has reached an agreement with each professional to satisfy all Professional Fee Claims. 4 See id. Finally, in conjunction with, and subject to, the proposed dismissal of the Chapter 11 Case, the DIP Lender has agreed to waive the administrative priority status of its DIP Claims but will maintain its claims against the Debtor. See id. The Debtor believes that all other administrative claims either 4 In order to avoid any further accrual of unnecessary administrative expenses, the proposed Order provides that the Debtor shall satisfy all outstanding Professional Fee Claims without the need for the professionals to file any further applications with the Court (including final fee applications). 5

6 Case KJC Doc 577 Filed 12/22/15 Page 6 of 10 (a) have already been paid in full in accordance with its books and records or otherwise have been satisfied by agreement, or (b) will be paid in full in accordance with its books and records or otherwise resolved by agreement. See id. at Section 1112(b) of the Bankruptcy Code provides that a court may dismiss a chapter 11 case for cause and states, in relevant part, that on request of a party in interest, and after notice and a hearing, the court shall convert a case under this chapter to a case under chapter 7 or dismiss a case under this chapter, whichever is in the best interests of creditors and the estate, for cause U.S.C. 1112(b). Determinations of whether cause exists are made on a case-by-case basis and the decision to dismiss a chapter 11 case rests in the sound discretion of the Court. See In re Albany Partners, Ltd., 749 F.2d 670, 674 (11th Cir. 1984); In re Young, 76 B.R. 376, 378 (Bankr. D. Del. 1987) (stating that section 1112(b) of Bankruptcy Code permits court in its discretion to dismiss chapter 11 case, and that determination of whether cause has been shown must be made on a case-by-case basis, and cause is not limited to the enumerated grounds of 1112(b) ). 17. Section 1112(b)(4) of the Bankruptcy Code provides a nonexclusive list of 16 grounds for dismissal. See 11 U.S.C. 1112(b)(4)(A)-(P). One such ground is the inability to effectuate substantial consummation of a confirmed plan. 11 U.S.C. 1112(b)(4)(M). The inability to effectuate a plan arises when a debtor lacks the capacity to formulate a plan or to carry one out. See In re Preferred Door Co., 990 F.2d 547, 549 (10th Cir. 1993) (quoting Hall v. Vance, 887 F.2d 1041, 1044 (10th Cir. 1989)). An additional ground to dismiss a chapter 11 case is substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. 11 U.S.C. 1112(b)(4)(A). 18. Here, the Debtor does not possess the wherewithal to maintain the Chapter 11 6

7 Case KJC Doc 577 Filed 12/22/15 Page 7 of 10 Case and cannot propose or confirm a chapter 11 plan because the Debtor no longer has any assets to distribute or a business to reorganize. See Williams Declaration at 7. Further, the Debtor could not satisfy the Bankruptcy Code s confirmation requirements under section 1129 of the Bankruptcy Code, including the requirement that administrative expense and priority claims accrued through the balance of a chapter 11 case be paid in full as of the effective date of a chapter 11 plan. See id. Conversely, continuance of the Chapter 11 Case would result in the Debtor incurring unnecessary additional administrative expenses that it would be unable to pay. See id. Accordingly, the Debtor submits that cause exists to dismiss the Chapter 11 Case under section 1112(b) of the Bankruptcy Code in light of the Debtor s inability to effectuate a chapter 11 plan. 19. Further, as noted above, under section 1112(b) of the Bankruptcy Code, cause to dismiss a chapter 11 case also includes substantial or continuing loss to or diminution of the estate and the absence of a reasonable likelihood of rehabilitation. 11 U.S.C. 1112(b)(4)(A). Courts have interpreted a reasonable likelihood of rehabilitation to refer to the debtor s ability to restore the viability of its business. Loop Corp. v. U.S. Tr., 379 F.3d 511, 516 (8th Cir. 2004) (internal citations omitted); see also In re Gonic Realty Trust, 909 F.2d at 627 ( [W]ith no business left to reorganize, Chapter 11 proceedings were not serving the purpose of rehabilitating the debtor s business. ). Here, due to the continued dormant status of the Baha Mar Project, the Debtor has no means to generate revenue, is administratively insolvent, and continues to incur additional administrative expenses. See Williams Declaration at 7. Cause therefore exists to dismiss the Chapter 11 Case under section 1112(b) of the Bankruptcy Code because the Debtor has no prospects of rehabilitation via a chapter 11 process. 7

8 Case KJC Doc 577 Filed 12/22/15 Page 8 of 10 B. Dismissal of the Chapter 11 Case Is Necessary and Appropriate and in the Best Interests of the Debtor s Creditors and Estate 20. Once a court determines that cause exists to dismiss a chapter 11 case, the court must also evaluate whether dismissal is in the best interests of creditors and the estate. See 11 U.S.C. 1112(b). In addition, section 105(a) of the Bankruptcy Code authorizes the Court to issue any order, process, or judgment that is necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). As noted, the Debtor has minimal assets and no ongoing business to reorganize, which constitutes sufficient cause for dismissal. See In re Camden Ordinance Mfg. Co. of Arkansas, Inc., 245 B.R. 794, 799 (E.D. Pa. 2000) (finding that a reorganization to salvage a business that ceased doing business was infeasible ). 21. Dismissal of the Chapter 11 Case is warranted because the sole alternative conversion to chapter 7 case would not serve the best interests of the Debtor s estate nor its creditors. See Williams Declaration at 10. Indeed, dismissal of the Chapter 11 Case would allow the Debtor and its estate to avoid the unnecessary accrual of potential chapter 7 administrative expenses that would be associated with any conversion of the Chapter 11 Case to chapter 7. See id. In addition, in conjunction with, and subject to, the proposed dismissal of the Chapter 11 Case, the DIP Lender has agreed to provide sufficient funds to the Debtor pursuant to the DIP Facility to allow the Debtor to satisfy the Professional Fee Claims in amounts agreed upon between the Debtor and each professional, as well as other remaining administrative expense claims, including accrued and unpaid U.S. Trustee Fees. See id. at In sum, granting the relief requested herein will (a) provide a means to satisfy the Professional Fee Claims, U.S. Trustee Fees, and other administrative claims set forth in the Debtor s books and records, (b) allow for a prompt and orderly conclusion to the Chapter 11 Case, (c) avoid the unnecessary accrual of potential chapter 7 administrative expenses that would 8

9 Case KJC Doc 577 Filed 12/22/15 Page 9 of 10 be associated with any conversion of the Chapter 11 Case to chapter 7, (d) minimize the burden on the Court and the parties of holding open the Chapter 11 Case any further, and (e) otherwise be in the best interest of the Debtor s creditors and estate. See id. at 10. The Debtor therefore respectfully submits that it has met its burden of proof to demonstrate that dismissal of the Chapter 11 Case is warranted, necessary, and appropriate. NO FURTHER REQUEST 23. No prior motion for the relief requested herein has been made to this or any other court. NOTICE 24. The Debtor will provide notice of this Motion to the following: (a) the U.S. Trustee; (b) counsel to the Committee; (c) counsel to the Debtor s prepetition and postpetition secured lenders; (d) the Debtor s landlords; (e) any persons who have filed a request for notice in the above-captioned case pursuant to Local Rule ; and (f) all known creditors of the Debtor. In light of the nature of the relief requested in this Motion, the Debtor respectfully submits that no other or further notice is necessary. WHEREFORE, for the reasons set forth above and in the Williams Declaration, the Debtor respectfully requests that the Court enter the Order substantially in the form annexed hereto as Exhibit B dismissing the Chapter 11 Case and granting such other and further relief as requested herein or as the Court otherwise deems necessary or appropriate. 9

10 Case KJC Doc 577 Filed 12/22/15 Page 10 of 10 Dated: December 22, 2015 PACHULSKI STANG ZIEHL & JONES LLP /s/ Laura Davis Jones Laura Davis Jones (Bar No. 2436) James E. O Neill (Bar No. 4042) Colin R. Robinson (Bar No. 5524) Peter J. Keane (Bar No. 5503) 919 North Market Street, 17th Floor Wilmington, DE Telephone: (302) Facsimile: (302) ljones@pszjlaw.com joneill@pszjlaw.com crobinson@pszjlaw.com pkeane@pszjlaw.com -and- MILBANK, TWEED, HADLEY & M c CLOY LLP Paul S. Aronzon (admitted pro hac vice) Mark Shinderman (admitted pro hac vice) 601 S. Figueroa Street, 30 th Floor Los Angeles, CA Telephone: (213) Facsimile: (213) paronzon@milbank.com mshinderman@milbank.com -and- MILBANK, TWEED, HADLEY & M c CLOY LLP Tyson M. Lomazow (admitted pro hac vice) Thomas J. Matz (admitted pro hac vice) Steven Z. Szanzer (admitted pro hac vice) 28 Liberty Street New York, NY Telephone: (212) Facsimile: (212) tlomazow@milbank.com tmatz@milbank.com sszanzer@milbank.com Counsel to Debtor and Debtor in Possession 10

11 Case KJC Doc Filed 12/22/15 Page 1 of 3 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) NORTHSHORE MAINLAND SERVICES INC., 1 ) Case No (KJC) ) Debtor. ) ) Objection Deadline: January 6, 2016 at 4:00 p.m. (Eastern time) Hearing Date: January 13, 2016 at 10:00 a.m. (Eastern time) NOTICE OF DEBTOR S MOTION FOR ENTRY OF ORDER DISMISSING CHAPTER 11 CASE TO: (a) the U.S. Trustee; (b) counsel to the Official Committee of Unsecured Creditors; (c) counsel to the Debtor s prepetition and postpetition secured lenders; (d) the Debtor s landlords; (e) any persons who have filed a request for notice in the above-captioned case pursuant to Local Rule ; and (f) all known creditors of the Debtor. PLEASE TAKE NOTICE that on December 22, 2015, the above-captioned debtor and debtor in possession (the Debtor ) filed the Debtor s Motion for Entry of Order Dismissing Chapter 11 Case (the Motion ) with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, Wilmington, Delaware (the Bankruptcy Court ). A copy of the Motion is attached hereto. PLEASE TAKE FURTHER NOTICE that objections and responses to the relief requested in the Motion, if any, must be in writing and filed with the Bankruptcy Court on or before January 6, 2016 at 4:00 p.m. (prevailing Eastern time). PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of the response or objection upon: (a) counsel to the Debtor, (i) Milbank, Tweed, Hadley & McCloy LLP, 601 S. Figueroa Street, 30th Floor, Los Angeles, CA 90017, Attn: Paul 1 The last four digits of the Debtor s federal tax identification number are DOCS_DE:

12 Case KJC Doc Filed 12/22/15 Page 2 of 3 S. Aronzon, Esquire, and Mark Shinderman, Esquire, (ii) Milbank, Tweed, Hadley & McCloy LLP, 28 Liberty Street, New York, NY 10005, Attn: Tyson Lomazow, Esquire, Thomas J. Matz, Esquire, and Steven Z. Szanzer, Esquire, and (iii) Pachulski Stang Ziehl & Jones LLP, 919 North Market Street, 17th Floor, Wilmington, DE 19801, Attn: Laura Davis Jones, Esquire; (b) the U.S. Trustee, 844 King Street, Suite 2207, Lockbox 35, Wilmington, DE 19801, Attn: Jane Leamy, Esquire; and (c) counsel to the Official Committee of Unsecured Creditors, (i) Cooley LLP, 1114 Avenue of the Americas, New York, NY 01136, Attn: Lawrence C. Gottlieb, Esquire, and (ii) Whiteford, Taylor & Preston LLC, The Renaissance Centre, 405 North King Street, Suite 500, Wilmington, DE 19801, Attn: Christopher M. Samis, Esquire. PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED BY THE MOTION WITHOUT FURTHER NOTICE OR HEARING. PLEASE TAKE FURTHER NOTICE THAT A HEARING TO CONSIDER THE RELIEF SOUGHT IN THE MOTION WILL BE HELD ON JANUARY 13, 2016, AT 10:00 A.M. (PREVAILING EASTERN TIME) BEFORE THE HONORABLE KEVIN J. CAREY AT THE UNITED STATES BANKRUPTCY COURT, 824 MARKET STREET, 5 TH FLOOR, COURTROOM NO. 5, WILMINGTON, DELAWARE DOCS_DE:

13 Case KJC Doc Filed 12/22/15 Page 3 of 3 Wilmington, Delaware Dated: December 22, 2015 PACHULSKI STANG ZIEHL & JONES LLP /s/ Laura Davis Jones Laura Davis Jones (Bar No. 2436) James E. O Neill (Bar. No. 4042) Colin R. Robinson (Bar. No. 5524) Peter J. Keane (Bar. No. 5503) 919 North Market Street, 17th Floor Wilmington, DE Telephone: (302) Facsimile: (302) ljones@pszjlaw.com joneill@pszjlaw.com crobinson@pszjlaw.com pkeane@pszjlaw.com -and- MILBANK, TWEED, HADLEY & McCLOY LLP Paul S. Aronzon (admitted pro hac vice) Mark Shinderman (admitted pro hac vice) 601 S. Figueroa Street, 30 th Floor Los Angeles, CA Telephone: (213) Facsimile: (213) paronzon@milbank.com mshinderman@milbank.com -and- MILBANK, TWEED, HADLEY & McCLOY LLP Tyson Lomazow (admitted pro hac vice) Thomas J. Matz (admitted pro hac vice) Steven Z. Szanzer (admitted pro hac vice) 28 Liberty Street New York, NY Telephone: (212) Facsimile: (212) tlomazow@milbank.com tmatz@milbank.com sszanzer@milbank.com Counsel to Debtor and Debtor in Possession DOCS_DE:

14 Case KJC Doc Filed 12/22/15 Page 1 of 6 EXHIBIT A Williams Declaration

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20 Case KJC Doc Filed 12/22/15 Page 1 of 4 EXHIBIT B Proposed Order

21 Case KJC Doc Filed 12/22/15 Page 2 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) NORTHSHORE MAINLAND SERVICES INC., 1 ) Case No (KJC) ) Debtor. ) ) ) Related Docket No. ORDER GRANTING DEBTOR S MOTION FOR ENTRY OF ORDER DISMISSING CHAPTER 11 CASE Upon consideration of the motion (the Motion ) 2 of the above-captioned debtor and debtor in possession (the Debtor ) for entry of an order, pursuant to sections 105(a) and 1112(b) of the Bankruptcy Code, Bankruptcy Rule 1017(a), and Local Rule , dismissing the Chapter 11 Case and granting such other and further relief as requested in the Motion or as the Court otherwise deems necessary or appropriate; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b); and venue being proper before the Court pursuant to 28 U.S.C and 1409; and it appearing that the relief requested in the Motion will benefit the Debtor s estate, its creditors, and all other parties in interest; and due and proper notice of the Motion having been provided, and, if necessary, a hearing having been held to consider the relief requested in the Motion and it appearing that no other or further notice need be provided; and after due deliberation and sufficient cause appearing therefore, it is hereby ORDERED: 1. The Motion is granted as set forth herein. 1 2 The last four digits of the Debtor s federal tax identification number are Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Motion.

22 Case KJC Doc Filed 12/22/15 Page 3 of 4 2. Pursuant to sections 105(a) and 1112(b) of the Bankruptcy Code, the Chapter 11 Case of Northshore Mainland Services Inc. is hereby dismissed. 3. The Debtor shall remit to the U.S. Trustee all accrued and unpaid U.S. Trustee Fees by no later than five business days after entry of this Order. 4. The Debtor shall satisfy all outstanding Professional Fee Claims in amounts agreed upon between the Debtor and each professional, without the need for such professionals to file any further applications with the Court (including final fee applications). 5. In conjunction with the dismissal of the Chapter 11 Case pursuant to the entry of this Order, the DIP Lender has agreed to waive, and shall be deemed to have waived, the administrative priority status of its DIP Claims. Notwithstanding the foregoing, the DIP Lender shall maintain its claims against the Debtor. 6. The Debtor is authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Motion. 7. To the extent that this Order is inconsistent with any prior order or pleading with respect to the Motion in the Chapter 11 Case, the terms of this Order shall govern. 2

23 Case KJC Doc Filed 12/22/15 Page 4 of 4 8. The Court retains jurisdiction with respect to all matters arising from or relating to the implementation, interpretation, and enforcement of this Order. Dated:, 2016 Wilmington, Delaware THE HONORABLE KEVIN J. CAREY UNITED STATES BANKRUPTCYJUDGE 3