for the district of delaware chapter 11 signal

Case 15-11498-MFW Doc 553 Filed 11/24/15 of 46

In re:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

Chapter 11

SIGNAL INTERNATIONAL, INC., et al. 1 Case No. 15-11498 (MFW)

Debtors. Jointly Administered

------------------' RE: Docket Nos. 120 and 280

ORDER (I) APPROVING STALKING HORSE APA, (II) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS FREE AND CLEAR OF ALL

LIENS, CLAIMS, ENCUMBRANCES, AND INTERESTS, (III) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND

UNEXPIRED LEASES. AND (IV) GRANTING CERTAIN RELATED RELIEF

Upon consideration of the motion (the "Motion"),2 dated July 22,2015, of Signal

International, Inc., Signal Ship Repair, LLC, Signal International, LLC, Signal International

Texas GP, LLC, and Signal International Texas, L.P., the above-captioned debtors and debtors-

in-possession (collectively, the "Debtors") for, among other things, entry of an order (this

"Order") (i) approving the terms of that certain Asset Purchase Agreement, dated as of July 13,

2015, as amended and attached hereto as Exhibit A (as the same may be further amended,

modified or supplemented and together with all exhibits, schedules and related documents and

agreements, the "Stalking Horse AP A"), by and among each of the Debtors, as Sellers, and the

Teachers' Retirement System of Alabama, a body corporate of the State of Alabama created

under§§ 16-25-1, et seq., of the Alabama Code (including any permitted designee thereof under

the Stalking Horse APA, "TRSA") and Employees' Retirement System of Alabama, a body

corporate of the State of Alabama created under Section 36-27-1, et seq., of the Alabama Code

The Debtors in these chapter 11 cases, along with the last four digits of each Debtor's federal tax identification number, are: Signal International, Inc. (4248); Signal Ship Repair, LLC (2642); Signal International, LLC (5074); Signal1nternational Texas GP, LLC (3050); and Signal International Texas, L.P. (5066). The Debtors' principal offices are located at RSA Battle House Tower, II North Water Street, Mobile, Alabama 36602.

Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or the Stalking Horse APA (as defined herein), as applicable.

01:17661519.6


(including any permitted designee thereof under the Stalking Horse AP A, "ERSA" and

collectively with TRSA, in such capacity, the "Buyers"), as Buyers, (ii) authorizing and

approving the sale (together with all related transactions and events authorized by this Order, the

"Sale") of substantially all of the Acquired Assets (as defined in Section 2.1 of the Stalking

Horse APA) free and clear of all Claims (as defined herein), except for Permitted Encumbrances

(as defined below), pursuant to this Order, the Stalking Horse APA, sections 105, 363, and 365

of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (as amended, the "Bankruptcy

Code"), Rules 2002, 6004, and 6006 of the Federal Rules of Bankruptcy Procedure (the

"Bankruptcy Rules"), and Rule 6004-1 of the Local Rules of Bankruptcy Practice and

Procedure of the United States Bankruptcy Court for the District of Delaware (the "Local

Rules"), (iii) authorizing the assumption and assignment of certain executory contracts and

unexpired leases in accordance with the Assumption and Assignment Procedures (as defined

herein), the Stalking Horse APA and this Order (the "Assigned Contracts"), and (iv) granting

certain related relief; and this Court having held a hearing on November 24, 2015 (the "Sale

Hearing") to approve the Sale; and this Court having reviewed and considered (a) the Motion,

(b) the declarations filed by the Debtors (and the Debtors' agents) in support of the Motion,

(c) the objections to the Motion, (d) all responses to any objections and replies in further support

of the Motion, and (e) the arguments of counsel made, and the evidence proffered or adduced, at

the Sale Hearing; and it appearing that the relief requested in the Motion is in the best interests of

the Debtors, their estates and creditors, and other parties in interest; and upon the record of the

Sale Hearing and the Chapter II Cases (as defined herein); and after due deliberation thereon;

and good cause appearing therefor, it is hereby

01;17661519.6 2


FOUND AND DETERMINED THAT:3

A. Jurisdiction and Venue. This Court has jurisdiction over the Motion

pursuant to 28 U.S.C. § !57 and 1334, and this matter is a core proceeding pursuant to 28 U.S.C.

§ 157(b). Venue of these cases and the Motion in this district is proper under 28 U.S.C. §§ 1408

and 1409.

B. Statutory Predicates. The statutory predicates for the relief sought in the

Motion are sections I 05, 363, and 365 of the Bankruptcy Code, as supplemented by Bankruptcy

Rules 2002, 6004, and 6006, and Local Rule 6004-1.

C. Petition Date. On July 12, 2015 (the "Petition Date"), each of the

Debtors commenced a case (collectively, the "Chapter 11 Cases") by filing a petition for relief

under chapter II of the Bankruptcy Code.

D. Entry of Sale Procedures Order. On September I, 2015, this Court

entered the Order (A) Approving Sales and Bidding Procedures in Connection with Sale of

Assets of the Debtors, (B) Approving Bid Protections, (C) Approving Form and Manner of

Notice, (D) Scheduling the Auction and Sale Hearing, (E) Authorizing Procedures Governing

Assumption and Assignment of Certain Executory Contracts and Unexpired Leases, and

(F) Granting Related Relief [D.l. 280] (the "Sale Procedures Order"). Pursuant to the Sale

Procedures Order, this Court approved the Sale and Bidding Procedures attached as Exhibit I to

the Sale Procedures Order (the "Sale Procedures") and granted other relief.

E. Compliance with Sale Procedures Order. As demonstrated by (i) the

Declaration of Christopher S. Cunningham in Support of Chapter 11 Petition and First Day

Motions [D.I. 12], (ii) the Declaration of Christopher S. Cunningham in Support of Order

Findings of fact shall be construed as conclusions of law and conclusions of law shall be construed as findings of fact when appropriate. See Fed. R. Bankr. P. 7052.

01:17661519.6 3


(A) Approving Purchase Agreement, (B) Authorizing Sale Free and Clear of All Liens, Claims,

Encumbrances, and Other Interests, and (C) Granting Related Relief, filed on November 20,

2015 [D.I. 526]. (iii) the Declaration of J Scott Victor in Support of Order (A) Approving

Purchase Agreement, (B) Authorizing Sale Free and Clear of All Liens, Claims, Encumbrances,

and Other Interests, and (C) Granting Related Relief, filed on November 20, 2015 [D.I. 527]

(iii) the testimony and other evidence proffered or adduced at the Sale Hearing, and (iv) the

representations of counsel made on the record at the Sale Hearing, the Debtors have marketed the

Acquired Assets and conducted the sale process in compliance with the Sale Procedures Order,

and the Auction was duly noticed and conducted in a non-collusive, fair, and good-faith manner.

The Debtors and their professionals have actively marketed the Acquired Assets and conducted

the sale process in compliance with the Sale Procedures Order, and have afforded potential

purchasers a full and fair opportunity to make higher and better offers. The Buyers, the Pre

Petition Credit Parties (as defined below), and the DIP Lenders (as defined below) acted in

compliance with the terms of the Sale Procedures. In accordance with the Sale Procedures, the

Debtors determined that the bid submitted by the Buyers and memorialized by the Stalking

Horse APA is the Prevailing Bid (as defined in the Sale Procedures). Specifically, the Debtors

properly determined that no Qualified Bids other than the Buyers' bid pursuant to the Stalking

Horse APA had been submitted and acted in compliance with the Sale Procedures Order by

canceling the Auction and filing and serving the Notice of Cancellation of Auction and Intent to

Present Prevailing Purchaser at the Sale Hearing, on October 13,2015 [D.I. 403].

F. Notice. As evidenced by the affidavits, declarations, and/or certificates of

service and publication previously filed with this Court, and based on the representations of

counsel at the Sale Hearing, (i) proper, timely, adequate, and sufficient notice of the Motion, the

01:17661519.6 4


Sale Hearing, the Sale, the Assumption and Assignment Procedures (including the objection

deadline with respect to the amount, if any, determined by the Debtors to be necessary to be paid

to cure and compensate for any existing default in accordance with sections 365(b) and 365(f)(2)

of the Bankruptcy Code (the "Cure Amount")), and the assumption and assignment of the

Assigned Contracts and the Cure Amounts has been provided in accordance with sections

102(1), 363, and 365 of the Bankruptcy Code and Bankruptcy Rules 2002, 6004, and 6006 and in

compliance with the Sale Procedures Order, (ii) such notice was good, sufficient, and appropriate

under the particular circumstances, and (iii) no other or further notice of the Motion, the Sale

Hearing, the Sale, or the assumption and assignment of the Assigned Contracts or the Cure

Amounts is or shall be required. With respect to all persons and entities, including all H-2B

Workers (as defined herein),4 whose identities or addresses are not reasonably ascertained by the

Debtors, publication of the Sale Notice in The New York Times (national edition) and the

Houston Chronicle on September 4, 2015, the Mississippi SunHerald on September 5, 2015, and

the Hindustan Times and the Malayala Manorama on September 8, 2015, was sufficient and

reasonably calculated under the circumstances to reach such persons and entities.

G. Corporate Authority. Each Debtor (i) has full corporate power and

authority to execute the Stalking Horse APA and all other documents contemplated thereby, and

the Sale of the Acquired Assets by the Debtors has been duly and validly authorized by all

necessary corporate action of each of the Debtors, (ii) has all of the corporate power and

authority necessary to consummate the transactions contemplated by the Stalking Horse APA,

4 As used in this Order, the term "H-2B Workers" shall mean any and all former employees and recruits of any Debtor hire and/or recruited through the United States H-2B nonimmigrant temporary foreign worker program who, independently, as a member of a class, through the United States Equal Employment Opportunity Commission, or through any agency or instrumentality of any governmental unit (as defmed in section 10 I (27) of the Bankruptcy Code) with responsibility for enforcing laws against employment condition or otherwise relating to conditions of employment, have asserted or may assert Claims (as defined herein) against any Debtor or its property.

01:17661519.6 5


and (iii) has taken all corporate action and formalities necessary to authorize and approve the

Stalking Horse AP A and the consummation by the Debtors of the transactions contemplated

thereby, including, without limitation, as required by their respective organizational documents,

and there are no governmental, regulatory or other consents or approvals, other than those

expressly provided for in the Stalking Horse APA, required for the Debtors to enter into the

Stalking Horse APA and consummate the Sale.

H. Opportunity to Object. A fair and reasonable opportunity to object or be

heard with respect to the Motion and the relief requested therein has been afforded to all

interested persons and entities, including: (i) the DIP Lenders and their counsel; (ii) the Stalking

Horse Bidder and its counsel; (iii) the Office of the United States Trustee for the District of

Delaware; (iv) counsel to the Committee; (v) the United States Attorney for the District of

Delaware; (vi) the Internal Revenue Service; (vii) the Environmental Protection Agency;

(viii) all known taxing authorities for the jurisdictions to which the Debtors are subject; (ix) all

entities known or reasonably believed to have asserted a Lien on any of the Acquired Assets;

(x) all creditors who are known to have or have asserted secured claims; (xi) the H-2B Workers

and their counsel, if any, at the last address known to the Debtors; (xii) the United States Equal

Opportunity Employment Commission; (xiii) all entities reasonably known to have expressed a

bona fide interest in acquiring the Acquired Assets during the six ( 6) months preceding the date

of the Motion; (xiv) the non-Debtor counterparties to the Contracts and Leases; and (xv) those

parties who have formally filed requests for notice in the Chapter 11 Cases pursuant to

Bankruptcy Rule 2002.

01:17661519.6 6


I. Sale in Best Interest. Consummation of the Sale of the Acquired Assets

at this time is in the best interests of the Debtors, their creditors, their estates, and all other

parties in interest.

J. Business Justification. Sound business reasons exist for the Sale. Entry

into the Stalking Horse APA, and the consummation of the transactions contemplated thereby,

including the Sale and the assumption and assignment of the Assigned Contracts, constitutes

each Debtor's exercise of sound business judgment and such acts are in the best interests of each

Debtor, its estate, and all parties in interest. This Court finds that each Debtor has articulated

good and sufficient business reasons justifying the Sale. Such business reasons include, but are

not limited to, the following: (i) the Sale is the only viable alternative to liquidation; (ii) the

Stalking Horse AP A constitutes the highest and best offer for the Acquired Assets; (iii) the

Stalking Horse AP A and the Closing thereon will present the best opportunity to realize the

value of the Acquired Assets on a going-concern basis and avoid decline and devaluation of the

Acquired Assets; (iv) unless the Sale and all of the other transactions contemplated by the

Stalking Horse APA are concluded expeditiously, as provided for in the Motion and pursuant to

the Stalking Horse APA, recoveries to creditors may be diminished; and (v) the consummation

of the Sale is integral to the Debtors' ability to implement the transactions contemplated by the

Plan Support Agreement and the Debtors' First Amended Joint Plan of Liquidation Pursuant to

Chapter II of the Bankruptcy Code [D.I. 386] (as it may be amended, modified, or supplemented

from time to time, the "Plan").

K. Fair and Reasonable. The terms and conditions of the Stalking Horse

APA, including, without limitation, the consideration to be realized by the Debtors, are fair and

reasonable. Approval of the Motion, the Stalking Horse AP A, and the transactions contemplated

01:17661519.6 7


thereby, including, without limitation, the Sale and the assumption and assignment of the

Assigned Contracts, is in the best interests of the Debtors, their estates and creditors, and all

other parties in interest.

L. Arm's-Length Sale. The Stalking Horse APA was negotiated, proposed,

and entered into by the Debtors and the Buyer without collusion, in good faith, and from arm's

length bargaining positions. Neither the Debtors, the Buyers, any of their respective Affiliates,

nor any of their respective past or present representatives, controlling person, officers, directors,

agents, attorneys, advisors, employees, subsidiaries, shareholders, partners (general or limited),

board members, members, managers, equity holders, trustees, executors, predecessors in interest,

successors, or assigns of any of the foregoing (each such person or entity, a "Representative")

have engaged in any conduct that would cause or permit the Stalking Horse AP A to be avoided

under section 363(n) of the Bankruptcy Code. Specifically, the Buyers have not acted in a

collusive manner with any person and the purchase price was not controlled by any agreement

among bidders.

M. Good Faith Purchaser. The Buyers are good faith purchasers for value

and, as such, are entitled to all of the protections afforded under section 363(m) of the

Bankruptcy Code and any other applicable or similar bankruptcy and non-bankruptcy law.

Specifically: (i) the Buyers recognized that the Debtors were free to deal with any other party

interested in purchasing the Acquired Assets; (ii) the Buyers complied in all respects with the

provisions in the Sale Procedures Order; (iii) the Buyers agreed to subject their bid to the

competitive bid procedures set forth in the Sale Procedures Order; (iv) all payments to be made

by the Buyers in connection with the Sale have been disclosed; (v) the negotiation and execution

of the Stalking Horse AP A was at arm's length and in good faith, and at all times each of the

01:17661519.6 8


Buyers and the Debtors were represented by competent counsel of their choosing; (vi) the Buyers

did not in any way induce or cause the chapter II filing of the Debtors; and (vii) the Buyers have

not acted in a collusive manner with any person. The Buyers will be acting in good faith within

the meaning of section 363(m) of the Bankruptcy Code in Closing the transactions contemplated

by the Stalking Horse AP A.

N. DIP Financing Claims.

(i) DIP Order and DIP Facilitv Documents. On September II, 2015,

this Court entered the Final Order Authorizing Debtors in Possession to (I) Obtain Postpetition

Financing Pursuant to 11 US. C. §§ 105, 362, 363, and 364, (II) Grant Liens and Superpriority

Claims to Postpetition Lenders Pursuant to 11 US.C. §§ 364, (III) Use Cash Collateral, and

(IV) Provide Adequate Protection to Prepetition Credit Parties and (V)Modifoing Automatic

Stay Pursuant to 11 US. C.§§ 361, 362, 363, and 364 [D.I. 316] (the "DIP Order") approving,

on a final basis, the Debtors' entry into (i) that certain Debtor-In-Possession Loan and Security

Agreement (together with all schedules, exhibits and annexes thereto, and as any time amended,

the "DIP Loan Agreement''), by and among the Debtors, as Borrowers, and TRSA and ERSA,

as Lenders (together in such capacity, the "DIP Lenders"). The DIP Loan Agreement, together

with any other agreement, note, instrument, guaranty, mortgage, fixture filing, deed of trust,

financing statement, pledge, assignment, and other document executed at any time in connection

therewith, in each case as the same may be amended, modified, restated or supplemented from

time to time, are hereinafter referred to collectively as the "DIP Facility Documents".

(ii) DIP Facility. Pursuant to the DIP Order and the DIP Facility

Documents, the Debtors have obtained post-petition financing from the DIP Lenders consisting

of: (a) a superpriority, secured revolving credit facility in the principal amount of up to

01:17661519.6 9


$15,000,000.00 (the "DIP Working Capital Facility") to be used for general working capital

and liquidity purposes, including the payment of Administrative Expenses as described in the

DIP Loan Agreement; (b) a superpriority, secured revolving credit facility in the principal

amount of up to $5,000,000.00 (the "DIP Credit Enhancement Facility") to be used for credit

enhancement obligations under customer contracts as described in the DIP Loan Agreement and,

if required or agreed in accordance with the terms of the DIP Order, to allow the Debtors to fund

the MS Escrow (as defined in the DIP Order); and (c) a superpriority, secured term loan facility

in an aggregate principal amount of $70,088,952.00 (the "DIP Term Facility," and together

with the DIP Working Capital Facility and the DIP Credit Enhancement Facility, the "DIP

Facility"), pursuant to which the Debtors may obtain loans from time to time (the "DIP Loans,"

and collectively with all interest, fees, charges, and related obligations of the Debtors under the

DIP Order and the DIP Facility Documents, the "DIP Obligations"), all in accordance with and

subject to the terms of the DIP Facility Documents.

(iii) DIP Collateral. All DIP Obligations are secured by security

interests in and liens upon the DIP Collateral (as defined in the DIP Order).

(iv) DIP Obligations. As of the Sale Hearing, the Debtors, as

Borrowers, jointly and severally, were justly and lawfully indebted and liable under the DIP

Facility Documents and the DIP Order to the DIP Lenders for DIP Obligations totaling not less

thant-Cf.cd.i+ ei~ (the "DIP Claim Amount"). The DIP Obligations are due and owing

( o.s d.l.fu\td. N..r.tll\ ") without any defense, offset, recoupment, or counterclaim of any kind. The DIP Obligations

constitute the legal, valid, and binding obligation of each Debtor, enforceable in accordance with

the terms of the DIP Order and the DIP Facility Documents. None of the DIP Obligations or any

payments made to any DIP Lender or applied to the obligations owing under any DIP Facility

01:17661519.6 10


Document or the DIP Order is subject to avoidance, subordination, re-characterization, recovery,

attack, offset, counterclaim, defense or Claim (as defined herein) of any kind pursuant to the

Bankruptcy Code or applicable non-bankruptcy Jaw. Accordingly, the DIP Lenders hold allowed

secured claims in the aggregate amount not less the DIP Claim Amount, plus accrued interest,

which claim is not subject to avoidance, reduction, disallowance, impairment, or subordination

pursuant to the Bankruptcy Code or applicable non-bankruptcy Jaw, plus such additional

amounts to the extent allowed under the DIP Order and the DIP Facility Documents (the

"Allowed DIP Financing Claim"), and, pursuant to the Sale Procedures and the DIP Order, the

Buyers were and are authorized to credit bid any or all of such Allowed DIP Financing Claim

(together with such additional amounts as the Buyers were and are authorized to credit bid

pursuant to the Sale Procedures Order and paragraphs 19(e), 35, and 36(f) and other applicable

provisions of the DIP Order).

0. Pre-Petition Lenders' Secured Claims.

(i) Prepetition Loan Documents. Pursuant to that certain Credit

Agreement, dated as of January 31, 2014 (together with all schedules, exhibits and annexes

thereto, and as any time amended, the "Pre-Petition Loan Agreement"), among Signal

International, Inc., one of the Debtors herein, as Borrower, and the other Debtors herein, as

Guarantors, the TRSA, as administrative and collateral agent (together, the "Pre-Petition

Agent"), the TRSA and ERSA, as Lenders (the "Pre-Petition Lenders," and collectively with

TRSA as the Pre-Petition Agent, the "Pre-Petition Credit Parties"), made a term Joan facility

available to the Debtors in the aggregate principal amount of $75,000,000.00 (the "Pre-Petition

Loans," and collectively with all interest, fees, charges, and related obligations of the Debtors

under the Pre-Petition Loan Documents (as defined herein), the "Pre-Petition Obligations").

01:17661519.6 II


The Pre-Petition Loan Agreement, together with any other agreement, note, instrument,

guaranty, mortgage, fixture filing, deed of trust, financing statement, pledge, assignment, and

other document executed at any time in connection therewith, in each case as the same may be

amended, modified, restated or supplemented from time to time, are hereinafter referred to

collectively as the "Pre-Petition Loan Documents").

(ii) Pre-Petition Collateral. Pursuant to certain Collateral Documents

(as defined in the Pre-Petition Loan Agreement) executed by the Debtors in favor of the Pre

Petition Agent, each of the Debtors granted the Pre-Petition Agent, for the benefit of the Pre

Petition Credit Parties and to secure such Debtors' obligations and indebtedness under the Pre

Petition Loan Documents, first priority liens on and security interests (the "Pre-Petition

Security Interests") in the Collateral, as defined in the Pre-Petition Loan Agreement and

Collateral Documents, including, without limitation, all cash, securities or other property of the

Debtors (and the proceeds therefrom) as of the Petition Date, including, without limitation, all

amounts on deposit or maintained by any Debtor in any account with any Pre-Petition Credit

Party or any bank or other depository institution, was subject to rights of setoff or to valid,

perfected, enforceable first priority liens under the Pre-Petition Loan Documents and applicable

law, and is included in the Pre-Petition Collateral, and therefore the Debtors' entire cash balances

are cash collateral of the Pre-Petition Credit Parties within the meaning of section 363(a) of the

Bankruptcy Code (collectively, the "Pre-Petition Collateral").

(iii) Pre-Petition Obligations. As of the Petition Date, the Debtors,

jointly and severally, were justly and lawfully indebted and liable under the Pre-Petition Loan

Documents to the Pre-Petition Credit Parties for Pre-Petition Obligations totaling not less than

$70,088,952.00 (the "Pre-Petition Claim Amount"). The Pre-Petition Obligations are due and

01:17661519.6 12


owing to the Pre-Petition Credit Parties without any defense, offset, recoupment, or counterclaim

of any kind. The Pre-Petition Obligations constitute the legal, valid and binding obligation of

each Pre-Petition Obligor, enforceable in accordance with the terms of the Pre-Petition Loan

Documents. None of the Pre-Petition Obligations or any payments made to any Pre-Petition

Credit Party or applied to the obligations owing under any Pre-Petition Loan Document prior to

the Petition Date is subject to avoidance, subordination, re-characterization, recovery, attack,

offset, counterclaim, defense, or Claim (as defined herein) of any kind pursuant to the

Bankruptcy Code or applicable non-bankruptcy law. Accordingly, the Pre-Petition Credit Parties

hold allowed secured claims in the aggregate amount not less the Pre-Petition Claim Amount,

plus accrued interest which claim is not subject to avoidance, reduction, disallowance,

impairment, or subordination pursuant to the Bankruptcy Code or applicable non-bankruptcy

law, plus such additional amounts to the extent allowed under the DIP Order (the "Allowed First

Lien Claim"), and, pursuant to the Sale Procedures and the DIP Order, the Buyers were and are

authorized to credit bid any or all of such Allowed First Lien Claim, less any portion thereof that

as of the date hereof has been indefeasibly repaid or deemed repaid from proceeds of the DIP

Facility.

P. Credit Bid. Pursuant to their agreement under the Stalking Horse AP A

and sections 363(b) and 363(k) of the Bankruptcy Code, the Buyers, in addition to the other ()fJ

consideration offered under the Stalking Horse APA, credit bid $ qo, tP1o1 2l>jl-of the

Allowed DIP Financing Claim (the "Credit Bid"). For the avoidance of doubt, the Allowed

First Lien Claim is not part of the Credit Bid solely because, pursuant to paragraph ll.a of the

DIP Order, the Debtors are deemed to have paid in full in cash, by way of a dollar-for-dollar roll-

up, all Pre-Petition Obligations to the Pre-Petition Credit Parties from the amount available to be

01:17661519.6 13


drawn under the DIP Loans for such purpose. With respect to the Credit Bid, this Court finds

and determines that: (i) the Credit Bid was and is a valid and proper offer pursuant to the Sale

Procedures Order and Sale Procedures; (ii) there is no cause to limit the amount of the Credit Bid

pursuant to section 363(k) of the Bankruptcy Code; (iii) the Debtors valued each dollar of the

Credit Bid as equivalent to one dollar of cash, and such valuation represents a reasonable

exercise of the Debtors' business judgment; and (iv) subject to the occurrence of the Closing

Date, the Credit Bid is binding on the Pre-Petition Credit Parties and the DIP Lenders. For the

avoidance of doubt, the Credit Bid does not include and is without prejudice to: (i) any

contingent or unliquidated indemnification obligations of any Debtor to the DIP Lenders and

their Representatives under the DIP Loan Agreement (including those described in the §§ 8.4,

8.5, and 8.6 of the DIP Loan Agreement) that by their terms survive the satisfaction or payment

of the Obligations (as defined in the DIP Loan Agreement) or the termination of the DIP Loan

Agreement; and (ii) DIP Obligations incurred on account of the requirement establish and fund

the MS Escrow (as such term is used in paragraph 36 of the DIP Order).

Q. Free and Clear. The Sale of all Acquired Assets to the Buyers under the

terms of the Stalking Horse APA satisfies the applicable provisions of section 363(f) of the

Bankruptcy Code such that each of the following will be free and clear of any and all Claims (as

defined herein), except Permitted Encumbrances (as defined below): (i) the Sale of the Acquired

Assets to the Buyers; (ii) the transfer of the Acquired Assets to the Buyers; and (iii) assumption

and/or assignment to the Buyers of the Assigned Contracts. "Permitted Encumbrances" shall

mean (i) "Assumed Liabilities" as defined in Section 2.3 of the Stalking Horse AP A and

(ii) subject to the terms and conditions of the Plan, as confirmed and effective, the interest of the

Litigation Settlement Trust (as defined in the Plan) in the Westport Loan (as defined in the Plan)

01:17661519.6 14


and the Westport Documents (as defined in the Plan) and certain proceeds thereof, as provided in

the Plan. All holders of Claims who did not object, or withdrew their objections to the

transactions contemplated by the Stalking Horse AP A, are deemed to have consented to the Sale

pursuant to section 363(f)(2) of the Bankruptcy Code. All holders of Claims are adequately

protected-thus, satisfying section 363(e) of the Bankruptcy Code-by having their Claims, if

any, attach to the proceeds of the Sale ultimately attributable to the property against or in which

they assert a Claim or other specifically dedicated funds, in the same order of priority and with

the same validity, force, and effect that such Claim holder had prior to the Sale, subject to any

rights, claims, and defenses of the Debtors, their estates, and other parties-in-interest, as

applicable, or as otherwise provided herein; provided, however, that setoff rights will be

extinguished to the extent there is no longer mutuality after the consummation of the Sale.

R. The Buyers would not have entered into the Stalking Horse AP A and

would not consummate the transactions contemplated thereby, including, without limitation, the

Sale and the assumption and assigmnent of the Assigned Contracts, if the transfer of the

Acquired Assets were not free and clear of all Claims (subject only, in the case of the Buyers

with respect to the Acquired Assets, to Permitted Encumbrances), including, without limitation,

rights or claims based on any taxes, successor, or transferee liability. The Buyers will not

consummate the transactions contemplated by the Stalking Horse AP A, including, without

limitation, the Sale and the assumption and assignment of the Assigned Contracts, unless this

Court expressly orders that none of the Buyers, their affiliates, their present or contemplated

members or shareholders, or the Acquired Assets will have any liability whatsoever with respect

to, or be required to satisfy in any manner, whether at law or equity, or by payment, setoff, or

01:17661519.6 15


otherwise, directly or indirectly, any Claims, including, without limitation, rights or claims based

on any taxes, successor or transferee liability.

S. Not transferring the Acquired Assets free and clear of all Claims (subject

only, in the case of the Buyers with respect to the Acquired Assets, to Permitted Encumbrances),

including, without limitation, rights or claims based on any taxes, successor, or transferee

liability, would adversely impact the Debtors' efforts to maximize the value of their estates, and

the transfer of the Acquired Assets other than pursuant to a transfer that is free and clear of all

Claims would be of substantially less benefit to the Debtors' estates.

T. Without limiting the generality of the foregoing, none of the Buyers, their

affiliates, their respective present or contemplated members or shareholders, or the Acquired

Assets will have any liability whatsoever with respect to, or be required to satisfy in any manner,

whether at law or in equity, or by payment, setoff, or otherwise, directly or indirectly, any liens,

claims, encumbrances, and other interests relating to any federal, state, local, or foreign income

tax liabilities, that the Debtors incur in connection with the consummation of the transactions

contemplated by the Stalking Horse APA, including, without limitation, the Sale and the

assumption and assignment of the Assigned Contracts, other than Permitted Encumbrances as

expressly provided in the Stalking Horse APA and this Order.

U. Assumption of Executory Contracts and Unexpired Leases. Without in

any way limiting any lease or contract counterparty's rights under section 365 of the Bankruptcy

Code, the (i) transfer of the Acquired Assets to the Buyers and (ii) assignment to the Buyers of

the Assigned Contracts, will not subject the Buyers to any liability whatsoever prior to the

Closing Date (defined below) or by reason of such transfer under the laws of the United States,

any state, territory, or possession thereof, or the District of Columbia, based, in whole or in part,

01:17661519.6 16


directly or indirectly, on any theory of law or equity, including, without limitation, any theory of

equitable law, including, without limitation, any theory of antitrust, successor or transferee

liability. The Debtors have demonstrated that it is an exercise of their sound business judgment

to assume and assign the Assigned Contracts to the Buyers in connection with the consummation

of the Sale, and the assumption and assignment of the Assigned Contracts is the best interests of

the Debtors, their estates, and their creditors. The Assigned Contracts being assigned to the

Buyers are an integral part of the Acquired Assets being purchased by the Buyers and,

accordingly, such assumption and assignment of Assigned Contracts is reasonable, enhances the

value of the Debtors' estates, and does not constitute unfair discrimination.

V. Cure/Adequate Assurance. The Buyers have (i) cured, or have provided

adequate assurance of cure upon Closing, of any default existing prior to the date of Closing

under any of the Assigned Contracts, within the meaning of section 365(b )(1 )(A) of the

Bankruptcy Code and (ii) provided compensation or adequate assurance of compensation to any

party for any actual pecuniary loss to such party resulting from a default prior to the date of

Closing under any of the Assigned Contracts within the meaning of section 365(b )(1 )(B) of the

Bankruptcy Code, as to each Assigned Contract by the payment or promise of payment of the

Cure Amounts set forth on Exhibit B hereto. For the avoidance of doubt, if no amount is listed

or the Cure Amount is listed as $0.00 for an Assigned Contract, no amount has been paid or is

required to be paid by the Buyer or the Debtors on account of such Assigned Contract. The

Buyers have provided or will provide adequate assurance of future performance of and under the

Assigned Contracts within the meaning of section 365(b )(1 )(C) of the Bankruptcy Code.

Pursuant to section 365(f) of the Bankruptcy Code, the Assigned Contracts to be assumed and

assigned under the Stalking Horse APA shall be assigned and transferred to, and remain in full

01:17661519.6 17


force and effect for the benefit of, the Buyers notwithstanding any provision in such contracts or

other restrictions prohibiting their assignment or transfer.

W. Section 1146(a) Predicates. The Sale and transfer of the Acquired Assets

(including the assumption and assignment of the Assigned Contracts) to the Buyers is an integral

element of the Plan. The Sale and transfer to the Buyers of the Acquired Assets is a "transfer"

that will occur "under" the Plan as such term is used in section 1146(a) of the Bankruptcy Code.

X. Prompt Consummation. The Sale must be approved and consummated

promptly to preserve the value of the Acquired Assets. Therefore, time is of the essence in

consummating the Sale, and the Debtors and the Buyers intend to close the Sale as soon as

reasonably practicable.

Y. No Fraudulent Transfer. The Stalking Horse APA was not entered into

for the purpose of hindering, delaying, or defrauding creditors under the Bankruptcy Code or

under the laws of the United States, any state, territory, possession, or the District of Columbia.

The Buyers are not a mere continuation, and are not holding themselves out as mere

continuations, of any of the Debtors or their respective estates and there is no continuity between

the Buyers and the Debtors. The Sale does not amount to a consolidation, merger, or de facto

merger of the Buyers and any of the Debtors.

Z. The consideration provided by the Buyers for the Acquired Assets

pursuant to the Stalking Horse APA (i) is fair and reasonable, (ii) is the highest and best offer for

the Acquired Assets, (iii) will provide a greater recovery for the Debtors' creditors than would be

provided by any other practical available alternative, and (iv) constitutes reasonably equivalent

value and fair consideration under the Bankruptcy Code and under the laws of the United States,

any state, territory, possession, or the District of Columbia (including, without limitation, the

01:17661519.6 18


Uniform Fraudulent Conveyance Act and the Uniform Fraudulent Transfer Act, as in effect in

any jurisdiction of the United States).

AA. Buyers Are Not Insiders and No Successor Liability. The Buyers are

not "insiders" of the Debtors, as such term is defined in the Bankruptcy Code. The transfer of

the Acquired Assets and the assumption of the Assumed Liabilities (including any individual

elements of the Sale) to the Buyers, except as otherwise set forth in the Stalking Horse APA,

does not, and will not, subject the Buyers to any liability whatsoever, with respect to the

operation of the Debtors' businesses prior to the Closing of the Sale or by reason of such transfer

under the laws of the United States, any state, territory, or possession thereof, or the District of

Columbia, based, in whole or in part, directly or indirectly, in any theory of law or equity

including, without limitation, any laws affecting antitrust, successor, transferee, or vicarious

liability. Pursuant to the Stalking Horse APA, the Buyers are not purchasing all of the Debtors'

assets in that, among other things, the Buyers are not purchasing any of the Excluded Assets or

assuming the Excluded Liabilities, and the Buyers are not holding themselves out to the public as

a continuation of the Debtors. The Sale does not amount to a consolidation, merger, or de facto

merger of the Buyers and the Debtors and/or the Debtors' estates. There is not substantial

continuity between the Buyers and the Debtors, and there is no continuity of enterprise between

the Debtors and the Buyers. The Buyers are not a mere continuation of the Debtors or the

Debtors' estates, and the Buyers do not constitute successors to the Debtors or the Debtors'

estates.

BB. Legal, Valid Transfer. The transfer of the Acquired Assets to the Buyers

will be a legal, valid, and effective transfer of the Acquired Assets, and will vest the Buyers with

all right, title, and interest of the Debtors to the Acquired Assets free and clear of all Claims

01:17661519.6 19


(other than Permitted Encumbrances), as set forth in the Stalking Horse AP A. The Acquired

Assets constitute property of the Debtors' estates and good title is vested in the Debtors' estates

within the meaning of section 54l(a) of the Bankruptcy Code. The Debtors are the sole and

rightful owners of the Acquired Assets.

CC. Stalking Horse APA Fair and Reasonable. The terms of the Stalking

Horse AP A, including any amendments, supplements, and modifications thereto, are fair and

reasonable in all respects.

DD. Legal and Factual Bases. The legal and factual bases set forth in the

Motion and at the Sale Hearing establish just cause for the relief granted herein.

It is therefore ORDERED, ADJUDGED, AND DECREED THAT:

General Provisions

I. The Motion is GRANTED and APPROVED, as set forth herein.

2. All objections to the Motion or the relief requested therein that have not

been withdrawn, waived, or settled, and all reservations of rights included therein, are overruled

on the merits and denied with prejudice.

Approval of the Sale of the Acquired Assets

3. The Stalking Horse APA, including any amendments, supplements and

modifications thereto, and all of the terms and conditions therein, is hereby approved.

4. Pursuant to section 363(b) of the Bankruptcy Code, the Sale of the

Acquired Assets to the Buyers free and clear of all Claims (except Permitted Encumbrances), to

the extent set forth in paragraph 6 of this Order, and the transactions contemplated thereby are

approved in all respects.

01:17661519.6 20


------------------

Sale and Transfer of the Acquired Assets

5. Pursuant to section 363(b) of the Bankruptcy Code, the Debtors are hereby

authorized and directed to sell the Acquired Assets to the Buyers and consummate the Sale in

accordance with, and subject to the terms and conditions of, the Stalking Horse APA, and to

transfer and assign all right, title, and interest (including common Jaw rights) to all property,

licenses, and rights to be conveyed to the Buyers in accordance with and subject to the terms and

conditions of the Stalking Horse AP A, and are further authorized and directed to execute and

deliver, and are empowered to perform under, consummate, and implement, the Stalking Horse

AP A together with all additional instruments and documents that may be reasonably necessary or

desirable to implement the Stalking Horse APA, including, without limitation, the related

documents, exhibits, and schedules, and to take all further actions as may be reasonably

requested by the Buyers for the purposes of assigning, transferring, granting, conveying, and

conferring to the Buyers or reducing to possession the Acquired Assets, or as may be necessary

or appropriate to the performance of the Debtors' obligations as contemplated by the Stalking

Horse APA.

6. Except as otherwise expressly provided in the Stalking Horse APA and the

terms of this Order with respect to Permitted Encumbrances, pursuant to sections lOS( a) and

363(f) of the Bankruptcy Code, the Acquired Assets shall be sold free and clear of all claims,

liens (including, without limitation, any statutory lien on real and personal property and any and

all "liens" as that term is defined and used in the Bankruptcy Code, including section I 01 (3 7)

thereof), liabilities, interests, rights, encumbrances, mortgages, restrictions (including, without

limitation, any restriction on the use, voting rights, transfer rights, claims for receipt of income,

or other exercise of any attributes of ownership), hypothecations, charges, indentures, Joan

agreements, instruments, leases, licenses, options, deeds of trust, security interests, equity 01:17661519.6

21


interests, conditional sale rights or other title retention agreements, pledges, judgments, demands,

rights of first refusal, consent rights, offsets, contract rights, rights of setoff (except for setoffs

properly exercised prior to the Petition Date), rights of recovery, reimbursement rights,

contribution claims, indemnity rights, exoneration rights, product liability claims, alter-ego

claims, environmental rights and claims (including, without limitation, toxic tort claims), labor

rights and claims, employment rights and claims, pension rights and claims, tax claims,

regulatory violations by any governmental entity, decrees of any court or foreign or domestic

governmental entity, charges of any kind or nature, debts arising in any way in connection with

any agreements, acts, or failures to act, reclamation claims, obligation claims, demands,

guaranties, option rights or claims, rights, contractual or other commitment rights and claims,

rights of licensees or sublicensees (if any) under section 365(n) of the Bankruptcy Code or any

similar statute, rights of tenants and subtenants (if any) under section 365(h) of the Bankruptcy

Code or any similar statute, and all other matters of any kind and nature, whether known or

unknown, choate or inchoate, filed or unfiled, scheduled or unscheduled, noticed or unnoticed,

recorded or unrecorded, perfected or unperfected, allowed or disallowed, contingent or

noncontingent, liquidated or unliquidated, matured or unmatured, material or non-material,

disputed or undisputed, whether arising prior to or subsequent to the commencement of the

Chapter 11 Cases (but, for the avoidance of doubt, in each case arising from the ownership of the

Acquired Assets or the operation of the Business prior to the Closing Date), and whether

imposed by agreement, understanding, law, equity or otherwise, including claims otherwise

arising under any theory, law, or doctrine of successor liability or related theories (all of the

foregoing collectively being referred to in this Order as "Claims"), with all such Claims to attach

to the proceeds of the Sale to be received by the Debtors with the same validity, force, priority

01:17661519.6 22


and effect, if any, which they now have as against the Acquired Assets, subject to any claims and

defenses the Debtors and other parties in interest may possess with respect thereto; provided,

however, that setoff rights will be extinguished to the extent there is no longer mutuality after the

consummation of the Sale. For the avoidance of doubt, the term "claims" as used in this Order

includes, without limitation, any and all "claims" as that term is defined and used in the

Bankruptcy Code, including section I 0 I ( 5) thereof). For the further avoidance of doubt, except

as otherwise expressly provided in the Stalking Horse AP A and the terms of this Order with

respect to Permitted Encumbrances (without in any way limiting the foregoing), the Sale to the

Buyers of the Acquired Assets shall be free and clear of all Claims asserted by, for, or on behalf

of any of the H-2B Workers.

7. Following the Closing, the Debtors and/or the Buyers are authorized to

execute and file a certified copy of this Order, which, once filed, registered, or otherwise

recorded, shall constitute conclusive evidence of the release of all obligations, and Claims in the

Acquired Assets of any kind or nature whatsoever. For the purposes of any such post-Closing

filing of this Order, the Debtors and/or the Buyers shall not be required to attach the exhibits to

this Order for such filing to be effective. On the Closing Date, this Order will be construed as,

and constitute for any and all purposes, a full and complete general assignment, conveyance, and

transfer of the Acquired Assets or a bill (or bills) of sale transferring good and marketable title in

such Acquired Assets to the Buyers. On the Closing Date, this Order also shall be construed as,

and constitute for any and all purposes, a complete and general assignment of all right, title, and

interest of the Debtors and each bankruptcy estate to the Buyers in the Assigned Contracts. Each

and every federal, state, local, and foreign governmental agency or department is hereby directed

01:17661519.6 23


to accept any and all documents and instruments necessary and appropriate to consummate the

transactions contemplated by the Stalking Horse AP A.

8. All entities that are presently, or on the Closing Date may be, in

possession of some or all of the Acquired Assets are hereby directed to surrender possession of

the Acquired Assets to the Buyers on the Closing Date.

9. All persons and entities are prohibited and enjoined from taking any action

to adversely affect or interfere with the ability of the Debtors to transfer the Acquired Assets to

the Buyers in accordance with the Stalking Horse AP A and this Order; provided, however, that

the foregoing restriction shall not prevent any party from appealing this Order in accordance with

applicable law or opposing any appeal of this Order, or from enforcing its rights under section

365 of the Bankruptcy Code.

I 0. This Order (i) shall be effective as a determination that, upon the Closing

of the Sale, all Claims of any kind or nature whatsoever existing as to the Acquired Assets prior

to the Closing have been unconditionally released, discharged, and terminated (other than any

Permitted Encumbrances), and that the conveyances described herein have been effected and

(ii) shall be binding upon and shall govern the acts of all entities including, without limitation, all

filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of

deeds, registrars of deeds, administrative agencies, governmental departments, secretaries of

state, federal, state, local, and foreign officials, and all other persons and entities who may be

required by operation of law, the duties of their office, or contract, to accept, file, register, or

otherwise record or release any documents or instruments, or who may be required to report or

insure any title or state oftitle in or to any of the Acquired Assets.

01:17661519.6 24


11. Except as expressly permitted by the Stalking Horse APA or this Order,

all persons and entities, including, but not limited to, all debt holders, equity security holders,

governmental, tax, and regulatory authorities, lenders, trade creditors, dealers, employees,

litigation claimants, all H-2B Workers and persons or entities acting for or on their behalf, and

other creditors holding Claims or other interests of any kind or nature whatsoever, including,

without limitation, rights or claims based on any taxes or successor or transferee liability, against

or in a Debtor or the Acquired Assets (whether legal or equitable, secured or unsecured, matured

or unmatured, contingent or noncontingent, senior or subordinated), arising under or out of, in

connection with, or in any way relating to, the Debtors, the Acquired Assets, or the operation of

the Acquired Assets before the Closing Date, or the transactions contemplated by the Stalking

Horse AP A, including, without limitation, the Sale and the assumption and assignment of the

Assigned Contracts, are forever barred, estopped, and permanently enjoined from asserting

against the Buyers, their successors and assigns, their respective property and the Acquired

Assets, such persons' or entities' Claims or other interests of any kind or nature whatsoever,

including, without limitation, rights or claims based on any taxes or successor or transferee

liability.

12. On the Closing Date, each of the Debtors' creditors is authorized and

directed to execute such documents and take all other actions as may be necessary to release its

Claims on the Acquired Assets, if any, as such Claims may have been recorded or otherwise

exist.

13. To the extent provided by section 525 of the Bankruptcy Code and subject

to paragraph 43 of this Order, no governmental unit may deny, revoke, suspend, or refuse to

renew any permit, license, or similar grant relating to the operation of the Acquired Assets on

01:17661519.6 25


account of the filing or pendency of the Chapter II Cases or the consummation of the

transactions contemplated by the Stalking Horse AP A, including, without limitation, the Sale and

the assumption and assignment of the Assigned Contracts.

14. Subject to the terms and conditions of this Order, the transfer of the

Acquired Assets to the Buyers pursuant to the Stalking Horse APA constitutes a legal, valid, and

effective transfer of the Acquired Assets, and shall vest the Buyers with all right, title, and

interest of the Debtors in and to the Acquired Assets free and clear of all Claims of any kind or

nature whatsoever (other than Permitted Encumbrances).

No Successor Liability

15. The Buyers are not "successors" to the Debtors or their estates by reason

of any theory of law or equity, and the Buyers shall not assume, or be deemed to assume, or in

any way be responsible for any liability other than Permitted Encumbrances, with respect to the

Acquired Assets or otherwise, including, but not limited to, under any bulk sales law, doctrine, or

theory of successor liability, or similar theory or basis of liability. Except to the extent the

Buyers assume Assumed Liabilities and the Buyers are ultimately permitted to assume the

Assigned Contracts pursuant to the Stalking Horse AP A, neither the purchase of the Acquired

Assets by the Buyers nor the fact that the Buyers are using any of the Acquired Assets previously

operated by the Debtors will cause the Buyers to be deemed successors in any respect to the

Debtors' businesses or incur any liability derived therefrom within the meaning of any foreign,

federal, state, or local revenue, pension, ERISA, tax, labor, employment, environmental, or other

law, rule, or regulation (including, without limitation, filing requirements under any such laws,

rules or regulations), or under any products liability law or doctrine with respect to the Debtors'

liability under such law, rule, regulation, or doctrine.

01:17661519.6 26


16. The Buyers have given substantial consideration under the Stalking Horse

AP A, which consideration shall constitute valid and valuable consideration for the releases of

any potential claims of successor liability of the Buyers and which shall be deemed to have been

given in favor of the Buyers by all holders of Claims (except for Permitted Encumbrances) in or

against the Debtors or the Acquired Assets. Upon consummation of the Sale, the Buyers shall

not be deemed to (i) be the successor to the Debtors, (ii) have, de facto or otherwise, merged

with or into the Debtors, (c) be a single business enterprise with, or (iii) be a mere continuation,

alter ego, or substantial continuation of the Debtors.

17. Except to the extent the Buyers otherwise specifically agreed in the

Stalking Horse APA or this Order, the Buyers shall not have any liability, responsibility, or

obligation for any claims, liabilities, or other obligations of the Debtors or their estates, including

without limitation, any claims, liabilities, or other obligations related to the Acquired Assets

prior to Closing Date. Under no circumstances shall the Buyers be deemed successors of or to

the Debtors for any Claims (except for Permitted Encumbrances) against, in, or to the Debtors or

the Acquired Assets. For the purposes of paragraphs 15 through 17 of this Order, all references

to the Buyers shall include their respective Affiliates, Representatives, and shareholders.

Section 1146(a) Exemption

18. The Sale and transfer of the Acquired Assets to the Buyers are transfers

under the Plan pursuant to section 1146(a) of the Bankruptcy Code. Pursuant to section 1146(a)

of the Bankruptcy Code, the following will not be subject to any stamp tax, real estate transfer

tax, recordation tax, sales and use tax or similar tax: (i) the Sale and transfer of the Acquired

Assets to the Buyers; (ii) the making or delivery of any deed, deed of trust, mortgage, trust

indenture or other instrument of transfer under, in furtherance of or in connection with the Sale;

(iii) the creation, modification, renewal, extension, delivery, recording, execution, amendment, 01:17661519.6

27


or release of any Claims (including any mortgage, note, indebtedness, deed of trust, deed to

secure any debt, any trust indenture or any other document or instrument creating a security

interest) in connection with the Sale; and (iv) the assignment of any Assigned Contract.

Good Faith

19. The transactions contemplated by the Stalking Horse AP A are undertaken

by the Buyers and their Representatives in good faith, as that term is .used in section 363(m) of

the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the

authorization provided herein by this Order to consummate the Sale shall not affect the validity

of the Sale of the Acquired Assets to the Buyers. The Buyers are purchasers in good faith of the

Acquired Assets and are entitled to all of the protections afforded by section 363(m) of the

Bankruptcy Code.

20. As good-faith purchasers of the Acquired Assets, the Buyers have not

entered into an agreement with any other potential bidders for the Acquired Assets, and have not

colluded with any other bidders, potential bidders, or any other parties interested in the Acquired

Assets, and, therefore, neither the Debtors nor any successor in interest to the Debtors' estates

shall be entitled to bring an action against the Buyers, and the Sale may not be avoided pursuant

to section 363(n) of the Bankruptcy Code.

21. The Buyers, the Pre-Petition Credit Parties, the DIP Lenders, and their

respective Representatives are released from any liability related to or arising from the

submission of the Credit Bid.

Assumption and Assignment of Assigned Contracts

22. Pursuant to sections lOS( a) and 365 of the Bankruptcy Code, and subject

to and conditioned upon the Closing of the Sale, the Debtors' assumption and assignment to the

Buyers, and the Buyers' assumption on the terms set forth in the Stalking Horse AP A, of the 01:17661519.6

28


Assigned Contracts is hereby approved, and the requirements of sections 365(b )(I) and 365(f) of

the Bankruptcy Code with respect thereto are hereby deemed satisfied.

23. The Debtors are hereby authorized and directed in accordance with

sections lOS( a), 363, and 365 of the Bankruptcy Code to (i) assume and assign to the Buyers,

effective upon the Closing Date of the Sale, the Assigned Contracts free and clear of all Claims

of any kind or nature whatsoever (except for Permitted Encumbrances) and (ii) execute and

deliver to the Buyers such documents or other instruments as may be necessary to assign and

transfer the Assigned Contracts to the Buyers. Within two (2) business days of the Closing Date,

the Debtors or Signal Liquidating Trust (as defined in the Plan), as applicable, shall file with the

Bankruptcy Court, and serve upon any Contract Party who received a Cure Notice or

Supplemental Cure Notice, a notice identifying the Executory Contracts that (i) are Assigned

Contracts as of the Closing Date or (ii) remain an Assumable Executory Contract because the

Executory Contract Designation Deadline had not expired as of the Closing Date. Within two

(2) business days of the expiration of any Executory Contract Designation Deadline that occurs

after the Closing Date, the Debtors or Signal Liquidating Trust, as applicable, shall file with the

Bankruptcy Court, and serve on the applicable Contract Party, a notice identifying any Executory

Contract that became an Assigned Contract prior to the expiration of the applicable Executory

Contract Designation Deadline and providing the Assumption Effective Date.

24. The Assigned Contracts shall be transferred to, and remain in full force

and effect for the benefit of, the Buyers in accordance with their respective terms,

notwithstanding any provision in any such Assigned Contract (including those of the type

described in sections 365(b )(2) and (f) of the Bankruptcy Code) that prohibits, restricts, or

conditions such assignment or transfer, and, pursuant to section 365(k) of the Bankruptcy Code,

01:17661519.6 29


the Debtors shall be relieved from any further liability with respect to the Assigned Contracts

after such assigmnent to and assumption by the Buyers.

25. Upon the Debtors' assigmnent of the Assigned Contracts under the

provisions of this Order, no default shall exist under any Assigned Contract and no counterparty

to any such Assigned Contract shall be permitted to declare or enforce a default by the Debtors

or the Buyers thereunder or otherwise take action against the Buyers as a result of any of the

Debtors' financial condition, change in control, bankruptcy, or failure to perform any of their

obligations under the relevant Assigned Contract. Any provision in an Assigned Contract that

prohibits or conditions the assignment or sublease of such Assigned Contract (including the

granting of a lien therein) or allows the counterparty thereto to terminate, recapture, impose any

penalty, condition on renewal or extension, or modify any term or condition upon such

assigmnent or sublease, constitutes an unenforceable anti-assigmnent provision that is void and

of no force and effect only in connection with the assumption and assignment of such Assigned

Contract to the Buyers. The failure of the Debtors or the Buyers to enforce at any time one or

more terms or conditions of any Assigned Contract shall not be a waiver of such terms or

conditions or of the Debtors' and the Buyers' rights to enforce every term and condition of the

Assigned Contract.

26. All defaults or other obligations of the Debtors under the Assigned

Contracts arising or accruing prior to the Closing Date (without giving effect to any acceleration

clauses or any default provisions of the kind specified in section 365(b )(2) of the Bankruptcy

Code) shall be cured on the Closing Date or as soon thereafter as reasonably practicable, by the

payment of the Cure Amounts set forth on Exhibit B hereto. For the avoidance of doubt, if no

amount is listed or the Cure Amount is listed as $0.00 for an Assigned Contract, no amount has

01:17661519.6 30


- ---------------------------------

been paid or is required to be paid by the Buyer or the Debtors on account of such Assigned

Contract. Until the Closing Date, the Debtors shall timely perform all obligations under

unexpired leases, in accordance with section 365(d)(3) of the Bankruptcy Code.

27. Absent further order of this Court, each non-Debtor party to an Assigned

Contract hereby is forever barred, estopped, and permanently enjoined from raising or asserting

against the Debtors or the Buyers, or the property of any of them, any assignment fee, default,

breach, or claim of pecuniary loss, or condition to assignment, arising under or related to the

Assigned Contracts, existing as of the date of the Sale Hearing, or arising by reason of the

consummation of transactions contemplated by the Stalking Horse APA, including, without

limitation, the Sale and the assumption and assigmnent of the Assigned Contracts. Any party

that may have had the right to consent to the assigmnent of a Assigned Contract is deemed,

absent further order of this Court, to have consented to such assigmnent for purposes of section

365(e)(2)(A)(ii) of the Bankruptcy Code and otherwise if such party failed to object to the

assumption and assigmnent of such Assigned Contract.

28. To the extent a counterparty to an Assigned Contract failed to timely

object to a Cure Amount, such Cure Amount shall be deemed to be finally determined and any

such counterparty, absent further order of this Court, shall be prohibited from challenging,

objecting to, or denying the validity and finality of the Cure Amount at any time, and such Cure

Amount, when paid, shall completely revive any Assigned Contract to which it relates.

Additional Provisions

29. The consideration provided by the Buyers for the Acquired Assets under

the Stalking Horse AP A shall be deemed to constitute reasonably equivalent value and fair

consideration under the Bankruptcy Code and under the laws of the United States, any state,

territory, possession, or the District of Columbia. 01:17661519.6

31


30. On the Closing Date, the Debtors and the Buyer are authorized to take

such actions as may be necessary to obtain a release of any and all Claims (other than Permitted

Encumbrances) on the Acquired Assets. This Order (i) shall be effective as a determination that,

on the Closing Date, all Claims of any kind or nature whatsoever existing as to the Acquired

Assets prior to the Closing Date have been unconditionally released, discharged, and terminated,

and that the conveyances described herein have been effected, and (ii) to the greatest extent

permitted by applicable law, shall be binding upon and shall govern the acts of all entities

including without limitation, all filing agents, filing officers, title agents, title companies,

recorders of mortgages, recorders of deeds, registrars of deeds, administrative agencies,

governmental departments, secretaries of state, federal, state, local, and foreign officials, and all

other persons and entities who may be required by operation of law, the duties of their office, or

contract to accept, file, register, or otherwise record or release any documents or instruments, or

who may be required to report or insure any title or state of title in or to any of the Acquired

Assets. The Buyers and the Debtors shall take such further steps and execute such further

documents, assignments, instruments, and papers as shall be reasonably requested by the other to

implement and effectuate the transactions contemplated in this paragraph. All interests of record

as of the date of this Order shall be forthwith deemed removed and stricken as against the

Acquired Assets. All entities described in this paragraph are authorized and specifically directed

to strike all such recorded liens, claims, rights, interests, and encumbrances against the Acquired

Assets (other than any Permitted Encumbrances) from their records, official and otherwise.

31. If any person or entity that has filed statements or other documents or

agreements evidencing Claims or interests in any of the Acquired Assets (other than any

Permitted Encumbrances) does not deliver to the Debtors or the Buyers prior to the Closing Date,

01:17661519.6 32


m proper form for filing and executed by the appropriate parties, termination statements,

instruments of satisfaction, releases of liens and easements, and any other documents necessary

for the purpose of documenting the release of all Claims and other interests that the person or

entity has or may assert with respect to any of the Acquired Assets, the Debtors and/or the

Buyers are hereby authorized to execute and file such statements, instruments, releases, and other

documents on behalf of such persons or entity with respect to any of the Acquired Assets.

32. The Debtors will cooperate with the Buyers and the Buyers will cooperate

with the Debtors, in each case to ensure that the transaction contemplated in the Stalking Horse

AP A is consummated, and the Debtors will make such modifications or supplements to any bill

of sale or other document executed in connection with the Closing to facilitate such

consummation as contemplated by the Stalking Horse APA (including, without limitation,

adding such specific assets to such documents as may be reasonably requested by the Buyers

pursuant to the terms of the Stalking Horse APA).

33. The Buyers shall have no liability or responsibility for any liability or

other obligation of the Debtors arising under or related to the Acquired Assets other than for

Permitted Encumbrances. Without limiting the generality of the foregoing, and except as

otherwise specifically provided in the Stalking Horse APA, the Buyers shall not be liable for any

Claims against the Debtors or any of their predecessors or affiliates other than Permitted

Encumbrances, and the Buyers shall have no successor or vicarious liabilities of any kind or

character whether known or unknown as of the Closing Date, now existing or hereinafter arising,

whether fixed or contingent, with respect to the Debtors, the Acquired Assets, or any obligations

of the Debtors arising prior to the Closing Date, including, but not limited to, liabilities on

01:17661519.6 33


account of any taxes arising, accruing, or payable under, out of, or in connection with, or in any

way relating to the operation of the business prior to the Closing Date.

34. Under no circumstances shall the Buyers be deemed successors to the

Debtors for any Claims against or in the Debtors or the Acquired Assets of any kind or nature

whatsoever. The Sale, transfer, assignment, and delivery of the Acquired Assets and the

Assigned Contracts shall not be subject to any Claims, and Claims of any kind or nature

whatsoever (except the Permitted Encumbrances) shall remain with, and continue to be

obligations of, the Debtors. All persons holding Claims against, on, or in the Debtors or the

Acquired Assets of any kind or nature whatsoever shall be, and hereby are, forever barred,

estopped, and permanently enjoined from asserting, prosecuting, or otherwise pursuing such

Claims of any kind or nature whatsoever (except Permitted Encumbrances) against the Buyers,

their respective Representatives, their property, their successors and assigns, or the Acquired

Assets with respect to any Claims of any kind or nature whatsoever such person or entity had,

has, or may have against or in the Debtors, their estates, their respective Representatives, or the

Acquired Assets. Following the Closing Date, no holder of a Claim in or against the Debtors

shall interfere with the Buyers' title to or use and enjoyment of the Acquired Assets and the

Assigned Contracts based on or related to such Claim, or any actions that the Debtors may take

in the Chapter II Cases.

35. The terms and provisions of the Stalking Horse APA and this Order shall

not be subject to rejection and shall be binding in all respects upon, and shall inure to the benefit

of: the Debtors and their respective affiliates, successors, assigns, estates, and creditors; the

Buyers and their respective affiliates, successors, and assigns; and any affected third parties

including, but not limited to, all persons asserting Claims in, to or against the Acquired Assets to

01:17661519.6 34


be sold to the Buyers pursuant to the Stalking Horse APA, notwithstanding any subsequent

appointment of any trustee(s) under any chapter of the Bankruptcy Code, as to which trustee(s)

such terms and provisions likewise shall be binding.

36. The failure specifically to include any particular provisions of the Stalking

Horse AP A in this Order shall not diminish or impair the effectiveness of such provision, it being

the intent of this Court that the Stalking Horse APA be authorized and approved in its entirety.

37. The Stalking Horse APA and any related agreements, documents or other

instruments may be modified, amended, or supplemented by the parties thereto, in a writing

signed by both parties, and in accordance with the terms thereof, without further order of this

Court, provided that any such modification, amendment or supplement does not have a material

adverse effect on the Debtors' estates.

38. Nothing contained m the Plan, any other plan of reorganization or

liquidation confirmed in the Chapter 11 Cases or any order of this Court confirming such plans

or in any other order in the Chapter 11 Cases, including any order entered after any conversion of

the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, shall alter, conflict with,

or derogate, the provisions of the Stalking Horse AP A or the terms of this Order. The provisions

of this Order and the Stalking Horse AP A and any actions taken pursuant hereto or thereto shall

survive entry of any order which may be entered confirming or consummating the Plan or any

other plan of reorganization or liquidation of the Debtors, or which may be entered converting

the Chapter II Cases from chapter II to chapter 7 of the Bankruptcy Code, and the terms and

provisions of the Stalking Horse AP A as well as the rights and interests granted pursuant to this

Order and the Stalking Horse AP A shall continue in the Chapter II Cases or any superseding

case and shall be specifically performable and enforceable against and binding upon the Debtors

01:17661519.6 35


and their estates and the Buyers and their respective successors and permitted assigns, including

any trustee, responsible officer, or other fiduciary hereafter appointed as a legal representative of

the Debtors under chapter 7 or chapter II of the Bankruptcy Code.

39. To the extent applicable, the automatic stay pursuant to section 362 of the

Bankruptcy Code is hereby lifted, without further order of this Court, to the extent necessary

(i) to allow the Buyers to give the Debtors any notice provided for in the Stalking Horse AP A,

and (ii) to allow the Buyers to take any and all actions permitted by the Stalking Horse APA.

40. Compliance with Laws relating to bulk sales and transfers is not necessary

or appropriate under the circumstances.

41. The Debtors and each other person having duties or responsibilities under

the Stalking Horse APA or this Order, and their respective agents, representatives, and attorneys,

are authorized and empowered: to carry out all of the provisions of the Stalking Horse AP A; to

issue, execute, deliver, file, and record, as appropriate, the Stalking Horse APA and any related

agreements; to take any action contemplated by the Stalking Horse AP A or this Order; to issue,

execute, deliver, file, and record, as appropriate, such other contracts, instruments, releases,

deeds, bills of sale, assignments, or other agreements, and perform such other acts, as are

consistent with and necessary or appropriate to implement, effectuate and consummate the

Stalking Horse APA and this Order and the transactions contemplated thereby and hereby, all

without further application to, or order of, this Court. Without limiting the generality of the

foregoing, this Order shall constitute all approvals and consents, if any, required by applicable

business corporation, trust, and other laws of applicable governmental units with respect to the

implementation and consummation of the Stalking Horse AP A and this Order and the

transactions contemplated thereby and hereby.

01:17661519.6 36


42. No provision of this Order or any other order of this Court relieves the

Debtors or the Buyers from the obligation to comply with the Communications Act of 1934, as

amended, and the rules, regulations, and orders promulgated thereunder by the Federal

Communications Commission (the "FCC") and, notwithstanding any other provision of this

Order or any other order of this Court, no assignment of any rights and interests of the Debtors in

any federal license or authorization issued by the FCC shall take place prior to the issuance of

FCC regulatory approval for such assignment pursuant to the Communications Act of 1934, as

amended, and the rules, regulations, and orders promulgated thereunder. The FCC's rights and

powers to take any action pursuant to its regulatory authority, including, but not limited to,

imposing any regulatory conditions on such assignments and setting any regulatory fines or

forfeitures, are fully preserved, and nothing herein shall proscribe or constrain the FCC's

exercise of such power or authority. Other than with respect to matters for which this Court has

exclusive jurisdiction under 28 U.S.C. § 1334, nothing in this Order divests any tribunal of any

jurisdiction it may have under any FCC law and any rules, regulations, and orders pertaining

thereto.

43. Nothing in this Order or the Stalking Horse APA: (i) releases, nullifies,

precludes, or enjoins the enforcement of any liability to a governmental unit under police and

regulatory statutes or regulations (including, but not limited to, environmental laws or

regulations) that any entity would be subject to as the owner, lessor, lessee, controller, or

operator of property that is sold or transferred pursuant to this Order, or (ii) authorizes the

transfer to the Buyers of any governmental licenses, permits, registrations, authorizations or

approvals without compliance with all applicable legal requirements under the law governing

such transfers.

01:17661519.6 37


44. Notwithstanding the provisions of Bankruptcy Ru1es 6004 and 6006 or

any applicable provisions of the Local Rules, this Order shall not be stayed for fourteen (14)

days after the entry hereof, but shall be effective and enforceable immediately upon entry, and

the fourteen (14) day stay provided in such rules is hereby expressly waived and shall not apply.

Any party objecting to this Order must exercise due diligence in filing an appeal and pursuing a

stay within the time prescribed by law and prior to the Closing Date, or risk its appeal being

foreclosed as moot.

45. This Court shall retain exclusive jurisdiction to enforce and implement the

terms and provisions of the Stalking Horse AP A, all amendments thereto, any waivers and

consents thereunder, and of each of the agreements executed in connections therewith in all

respects, including, but not limited to, retaining jurisdiction to (i) compel delivery of the

Acquired Assets to the Buyers free and clear of Claims (other than Permitted Encumbrances), or

compel the performance of other obligations owed by the Buyers or the Debtors, (ii) compel

delivery of the purchase price or performance of other obligations owed to the Debtors,

(iii) resolve any disputes arising under or related to the Stalking Horse APA, except as otherwise

provided therein, (iv) interpret, implement, and enforce the provisions of this Order, and

(v) protect the Buyers against (a) claims made related to any of the Excluded Liabilities, (b) any

claims of successor or vicarious liability related to the Acquired Assets or Assigned Contracts, or

(c) any Claims asserted on or in the Debtors or the Acquired Assets, of any kind or nature

whatsoever.

46. Any lien on the Assets held by Harris County Texas or Orange County

(each, a "Texas Tax Entity") pursuant to Section 32 of the Texas Property Tax Code that

secures an allowed claim shall be retained by the applicable Texas Tax Entity until such allowed

01:17661519.6 38


-----------------------------------------------

claim is paid in full. If any provision of the Bankruptcy Code requires the payment of interest on

an allowed claim or administrative claim of a Texas Tax Entity, or the payment of interest to

enable a Texas Tax Entity to receive the present value of amount of an allowed claim, the rate of

interest shall be determined in accordance with section 511 of the Bankruptcy Code.

47. Willis of Alabama, Inc. ("Willis") is a party with one or more of the

Debtors to a written service agreement (the "Service Agreement"), whereby Willis was to be

paid a fee in installments. On October 13, 2015, Willis filed its objection to assumption and

assignment of the Service Agreement [D.L 396] (the "Cure Objection"), asserting that Willis

was owed (i) a $75,000 installment of its fee that came due prior to the Petition Date and (ii) a

$75,000 installment of its fee that came due and was not paid after the Petition Date.

Notwithstanding anything to the contrary set forth in the Cure Objection, this Order, the

confirmation order, the Plan, the Stalking Horse APA and/or the Notice of Proposed Assumption

and Assignment of Executory Contracts and Unexpired Leases [D.L 311], to the extent that the

Service Agreement is assumed and assigned to the Buyer, (i) Willis and the Debtors agree that

Willis is owed $75,000 (the "Willis Cure"), which represents the amount owed to Willis under

the Service Agreement as of the date hereof, (ii) Willis shall be entitled to prompt payment of the

Willis Cure from the Debtors and the Buyer on the Closing Date of the Sale, (iii) to the extent

any additional fee installments under the Service Agreement come due (including, but not

limited to, the $75,000 fee due under the Service Agreement on December 31, 2015) and are not

paid prior to the Closing Date, Willis retains the right to assert such amounts, including, but not

limited to, the right to assert such amounts under sections 365(b) or 503(b) of the Bankruptcy

Code, and (iv) for the avoidance of doubt, it is understood between Willis, the Debtors, and the

Buyer that Willis, as the Debtors' insurance broker, was and is an intermediary between the

01:17661519.6 39


Debtors and various insurers and other third parties (such as wholesale brokers, excess and

surplus lines brokers, or managing general agents), and that the settlement herein of the Willis

Cure relating to the Debtors' assumption of the Service Agreement does not affect any obligation

that the Debtors may have to any insurer or other third party.

48. In resolution of the Limited Objection of Max Specialty Insurance

Company to Debtors' Motion to Approve Purchase Agreement and Authorizing the Sale of

Assets of Assets Free and Clear of Liens. Claims, Encumbrances and Other Interests [D.I. 395],

and notwithstanding anything contrary herein, the Court finds and holds as follows:

(i) Paragraphs 19 and 36 of the Final DIP Order contain certain

stipulations and agreements by and among Max Specialty, the RSA and the Debtors in resolution

of the MS Objection [D.I. 239) to entry of the Final DIP Order, including as to certain

procedures to govern the establishment and funding of the MS Escrow and the determination of

the MS Adequate Protection Amount.

(ii) On September 21, 2015, Max Specialty filed a proof of claim

(identified by the Claims Agent for the Chapter 11 Cases as Claim No. 1641) against SI LLC

(the "MS Claim"), asserting it was the holder claim in an amount not less than $3,981,144.34.

The MS Claim further asserts, inter alia, that the MS Claim is secured based on a judgment lien

attaching to assets of SI LLC in Jackson County, Mississippi.

(iii) The requirements of paragraph 36(d) of the Final DIP Order

occurred on November 18,2015.

(iv) Nothing in this Order modifies the terms of the Final DIP Order,

which terms, including the Debtors' obligation to fund the MS Escrow and all rights, claims and

objections reserved thereunder to Max Specialty, the Debtors, the RSA and their respective

01:17661519.6 40


successors and assigns, and the rights, claims and defenses, reserved under paragraph 36(k) of

the Final DIP Order shall survive the closing of the Sale Transaction, confirmation of the Plan

and the occurrence of the Effective Date.

(v) On or before the earlier of the Effective Date or the closing of the

Sale Transaction, the MS Escrow (as defined in the Final DIP Order) shall be funded in the

amount of $4,000,000. For the avoidance of doubt, absent further order of the Court or written

agreement of the MS Stipulation Parties (as defined in the Final DIP Order), the Debtors shall

not be authorized to declare the Effective Date and the Debtors and the RSA shall not be

authorized to close the Sale Transaction until such time as the MS Escrow has been established

and funded in the amount of $4,000,000 in accordance with the terms of paragraph 36 of the

Final DIP Order and this paragraph and written notice of such funding has been provided to

counsel for Max Specialty. Solely to the extent that the MS Escrow has not been funded, absent

further order of the Court, the Debtors and the RSA shall not be authorized to declare or

consummate any other MS Escrow Funding Event (as defined in the Final DIP Order).

(vi) Neither this Order, nor the Plan, nor the occurrence of the

Effective Date, nor the consummation of the Sale Transaction shall modify this Court's ruling of

November 18, 2015, with respect to Max Specialty's marshaling rights, as such ruling has been

or may be memorialized in a separate order of this Court.

(vii) Nothing in the Plan or herein shall prevent Max Specialty, the

Debtors, the Signal Liquidating Trust or the RSA from enforcing any rights to funds in the MS

Escrow or opposing any other party in interest's request for such relief.

49. Notwithstanding anything in this Order, any other order of this Court,

whether previously or hereinafter entered, or in any confirmed plan:

01;17661519.6 41


(i) The deadline by which the Debtors must assume or reject the

Pinto Lease5 under section 365 of the Bankruptcy Code (the "Pinto Lease Deadline") shall be

the earlier of(x) December 1, 2015 and (y) 11:59 p.m. (prevailing ET) of the second Business

Day after entry of this Order; provided, however, that in the event the Buyers, by written notice

to Pinto Island Land Company, Inc. ("Pinto") and to the Debtors, irrevocably commit, subject

only to the occurrence of the Closing, to include the Pinto Lease among the Assigned Contracts,

as set forth in Schedule 5 .12, and not to remove the Pinto Lease from such schedule of Assigned

Contracts, then, without the need for further order of this Court, the Pinto Lease Deadline shall

be the earlier of (a) the first business day after the date of Closing and (b) January 1, 2016;

provided,further, that Pinto may, in its sole discretion and without further Order of this Court,

by written notice to the Buyers and the Debtors, further extend the Pinto Lease Deadline;

(ii) Any property of Pinto, including without limitation the bulkheads

on the premises subject to the Pinto Lease, which are property of Pinto, shall remain Pinto's

property. No property of Pinto may be encumbered by any liens securing the indebtedness of the

Debtors or the Buyers of the Debtors' assets except as otherwise permitted under applicable law;

(iii) Pinto shall retain any lien rights it may have under applicable law,

including, without limitation, any lien rights granted under section 40 of the Pinto Lease, arising

from or related to any future breach or default under the Pinto Lease;

(iv) The rights and obligations of the Debtors, Pinto and any assignee

ofthe Pinto Lease shall be governed by 11 U.S.C. § 365; without limiting the foregoing, Debtors

shall be obligated to perform all of their obligations under the Pinto Lease through the date of

assignment of the Pinto Lease under II U.S.C. § 365; and any assignee of the Pinto Lease shall

' The term "Pinto Lease" shall have the same meaning ascribed to the term "Lease" set forth in the objection of Pinto Island Land Company, Inc. to the Motion [D.!. 399].

01:17661519.6 42


be bound by the terms and conditions of the Pinto Lease following the assignment of the Pinto

Lease;

(v) Pinto acknowledges and agrees that as of the commencement of

the Sale Hearing on November 24, 2015, there were no defaults of which Pinto has actual

knowledge under the Pinto Lease for which cure, compensation or adequate assurance of such

cure or compensation would be required under section 365 of the Bankruptcy Code; and

(vi) It is anticipated that if the Debtors assume and assign the Pinto

Lease pursuant to section 365 of the Bankruptcy Code in connection with the Sale, upon Closing,

the Pinto Lease will be assigned to World Marine of Alabama, LLC ("World Marine

Alabama"), an affiliate and permitted designee of the Buyers, which upon consummation of

such assignment shall be substituted for Signal Ship Repair, LLC as the Tenant under the Pinto

Lease. In connection with any such assignment of the Pinto Lease to World Marine Alabama as

part of the Sale, World Marine, LLC ("WM Parent"), the immediate parent of World Marine

Alabama, as Guarantor, shall execute a guaranty of the Pinto Lease's obligations in substantially

the form of that certain Guaranty of Lease, dated January 14, 2010, by and among Pinto and SI

Inc. (the "Immediate Parent Guaranty"). No assumption and assignment of the Pinto Lease

shall be effective pursuant to this Order unless WM Parent executes and delivers to Pinto the

Immediate Parent Guaranty in connection with Closing.

50. NewStar Equipment Finance I, LLC ("NewStar"), as assignee of Regions

Commercial Equipment Finance, LLC, is a party to several agreements with one or more of the

Debtors, including a Master Agreement (the "Master Agreement") dated December 14, 2012,

and two schedules executed in connection with the Master Agreement: (i) Equipment Finance

Schedule No. EFA-3, dated February 25, 2013 regarding barge no. TL99, Official Number

01:17661519.6 43


1243850 (the "Barge") and (ii) Equipment Finance Schedule No. EFA-2, dated July 10, 2013,

regarding a Kranendonk 2013 CCS 1250 Profile Cutting System (the "Cutting System"). The

Schedule regarding the Barge, together with the Master Agreement, is herein referred to as the

"Barge Schedule" and the Schedule regarding the Cutting System, together with the Master

Agreement, is herein referred to as the "Cutting System Schedule," and together with the Barge

Schedule, the "Schedules". NewS tar acknowledges and agrees that the Barge Schedule and

Cutting System Schedule are separable and that one Schedule may be assumed and assigned as

part of the Sale while the other is rejected. Notwithstanding anything to the contrary set forth in

this Order, the confirmation order, the Plan, the Stalking Horse APA, and/or the Notice of

Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases [D.!. 311):

(a) in the event either the Barge Schedule and/or the Cutting System Schedule is/are assumed

and assigned to the Buyers, the Buyers (and each of them) shall be subject to all terms and

conditions of any such assigned agreement(s), and all rights, remedies and interests (including

without limitation security interests, liens and/or mortgages) of NewStar with respect to any

assigned agreement(s), and any equipment or other assets subject to any assigned agreement(s),

shall be preserved; (b) NewS tar shall be entitled to full and prompt payment from the Debtors

and the Buyers of all amounts that are now due, and all amounts that may become due prior to

the effective date of any assumption, with respect to any NewStar agreements that are assumed

or assumed and assigned; (c) NewStar shall be entitled to prompt payment from the Debtors and

the Buyers, as part of the cure with respect to any assumed NewStar agreement, of NewStar's

reasonable costs, expenses and attorneys' fees payable under, and as further set forth in, the

Master Agreement in an amount to be agreed upon by NewS tar, the Debtors and the Buyers or,

absent such agreement, as determined by the Court, it being understood that within five ( 5)

01:17661519.6 44


Business Days after the conclusion of the Sale Hearing, NewStar shall provide the Debtors and

Buyers with an itemized statement of any costs, expenses and attorneys' fees for which it is

seeking payment as cure under section 365 of the Bankruptcy Code; (d) the Debtors and the

Buyers (as to the Buyer, if the Closing has already occurred) shall, with respect to any NewStar

agreement that is rejected, provide Newstar with reasonable cooperation and assistance so that

NewStar can promptly remove any equipment subject to any such rejected agreement from the

Debtors' or Buyers' facilities, as applicable; (e) NewStar shall preserve the right to assert an

administrative expense claim related to the Barge Schedule, to the extent it is not an Assumed

Contract, for, among other things, any amounts unpaid under subsequent to the filing of the

Debtors' bankruptcy filing, and (f) the Buyers shall pay NewStar the sum of $45,610.20,

representing the October and pro-rated November payments on the Cutting System Schedule,

within five (5) days of Closing in full satisfaction of any administrative expense claim related to

the Cutting System Schedule. The Debtors shall reserve the funds necessary to make the

payments required by this paragraph. For the avoidance of doubt, nothing in this paragraph is

intended to or shall waive the protections for the Debtors or the Buyers, as the Debtors' assignee,

of any provision of the Bankruptcy Code (including, without limitation, sections 365(e)(l),

365(£)(1), 365(£)(3) and 54l(c)(l) of the Bankruptcy Code) that would render unenforceable any

term or condition of the Barge Schedule and the Cutting System Schedule in connection with the

Bankruptcy Cases or the Debtors' assumption and assignment of the Barge Schedule, and/or the

Cutting System Schedule in its entirety to the Buyers pursuant to section 365 of the Bankruptcy

Code.

01:17661519.6 45


51. To the extent that any provision of the Stalking Horse APA conflicts with

or is in any way inconsistent with any provision of this Order, this Order shall govern and

control.

Dated: N~ .d-Y , 2015 Wilmington, Delaware

01:17661519.6

United States Bankruptcy Judge

46

Case 15-11498-MFW Doc 553-1 Filed 11/24/15 Page 1 of 149

EXHIBIT A

Asset Purchase Agreement

01:17661519.6

Case 15-11498-MFW Doc 553-1 Filed 11/24/15 Page 2 of 149·!

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

by and between

Teachers' Retirement System of Alabama (or its designee) and

Employees' Retirement System of Alabama (or its designee)

as the Purchaser

and

Signal International, Inc., a Delaware Corporation,

Signal International, LLC, a Delaware Limited Liability Company,

Signal Ship Repair, LLC, a Delaware Limite1l Liability Company,

Signal International Texas GP, LLC, a Delaware Limited Liability Company, and

Signal International Texas, L.P., a Delaware Limited Partnership,

as the Seller

July 13, 2015


TABLE OF CONTENTS

Page

ARTICLE 1 DEFINITIONS AND CONSTRUCTION ................................................................ 2 Section 1.1 Section 1.2

Definitions ........................................................................................................... 2 Consb·uction ...................................................................................................... 12

ARTICLE 2 THE TRANSACTION ...................................... : .......................................•...•........ 12 Section 2.1 Sale and Purchase of Acquired Assets .............................................................. 12 Section 2.2 Excluded Assets ...........................................•.................................................... 14 Section 2.3 Assumed Liabilities .............................................................••........................... 15 Section 2.4 Excluded Liabilities .......................................................................................... 16 Section 2.5 Consideration .................................................................................................... 17 Section 2.6 Allocation of Purchase Price ............................................................................. 17 Section 2.7 Closing .............................................................................................................. l8 Section 2.8 Closing Deliveries ............................................................................................. 18 Section 2.9 Payment of Cure Amounts ................................................................................ 19 Section 2.10 Consents, ........................................................................................................... 19

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE SELLER ........................ 20 Section 3.1 Section 3.2 Section 3.3 Section 3.4 Section 3.5 Section 3.6 Section 3.7 Section 3.8 Section 3.9 Section 3.10 Section 3.11 Section 3.12 Section 3.13 Section 3.14

Organization ...................................................................................................... 20 Authority and Enforceability ............................................................................ 20 No Conflict.. ...................................................................................................... 20 Title to Assets; Liens ............................................. : ...................................... : ... 21 Claims, Litigation and Disputes ........................................................................ 21 Compliance With Laws; Permits and Licenses ................................................ 21 Employees and Related Matters ........................................................................ 21 Environmental Matters ...................................................................................... 22 Intellectual Property .......................................................................................... 23 Taxes ................................................................................................................. 23 Products Liability .............................................................................................. 24 Insurance ........................................................................................................... 24 Trade Accounts Payable ................................................................................... 24 Disclaimer of Other Representations and Warranties ....................................... 24

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER ............... 25 Section 4.1 Organization and Good Standing ...................................................................... 25 Section 4.2 Authority and Enforceability ............................................................................ 25 Section 4.3 No Conflict ........................................................................................................ 25 Section 4.4 Legal Proceedings ............................................................................................. 26 Section 4.5 Financial Capacity ............................................................................................ 26 Section 4.6 No Knowledge of Breach or Inaccuracy ........................................................... 26 Section 4.7 Independent Investigation ................................................................................. 26

ARTICLE 5 COVENANTS ........................................................................................................ 27 Section 5.l Access and Investigation ................................................................................... 27


Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 5.8 Section 5.9 Section 5 .I 0 Section 5.11 Section 5.12 Section 5.13

Operation of the Business ................................................................................. 27 Consents and Filings; Commercially Reasonable Efforts ................................ 28 Supplements to Disclosure Schedules .............................................................. 28 Confidentiality .................................................................................................. 29 Public Announcements ..................................................................................... 29 Further Actions ................................................................................................. 29 Bulk Transfer Laws ........................................................................................... 29 Bankruptcy Court Filings .................................................................................. 29 Exclusivity; Solicitation .................................................................................... 30 Purchaser Confidentiality .................................................................................. 31 Assumption & Rejection of Executory Contracts ............................................. 31 Purchaser as Back-Up Bidder ........................................................................... 33

ARTICLE 6 CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE ............................ 33 Section 6.1 Conditions to the Obligation of the Purchaser. .......................................•......... 33 Section 6.2 Conditions to the Obligation of the Seller ........................................................ 34

ARTICLE 7 TERMINATION ..................................................................................................... 35 Section 7.1 Termination Events ........................................................................................... 35 Section 7.2 Effect ofTermination ........................................................................................ 36 Section 7.3 Termination Payment ........................................................................................ 36

ARTICLE 8 NO SURVIVAL ..................................................................................................... 36 Section 8.1 No Snrvival of Representations and Wananties and Certain Covenants ......... 36

ARTICLE 9 TAX MATTERS .................................................................................................... 37 Section 9.1 Transfer Taxes .................................................................................................. 37

ARTICLE 10 EMPLOYEE MATTERS ..................................................................................... 37 Section I 0.1 Employees ......................................................................................................... 37 Section 10.2 Defmed Contribution Plan ................................................................................ 38 Section 10.3 Welfare Arrangements ...................................................................................... 39 Section I 0.4 WARN Act. ....................................................................................................... 39

ARTICLE 11 GENERAL PROVISIONS ................................................................................... 39 Section 11.1 Notices .............................................................................................................. 39 Section 11.2 Amendment ......................................................................................... : ............. 40 Section 11.3 Waiver and Remedies ....................................................................................... 41 Section 11.4 Entire Agreement .............................................................................................. 41 Section 11.5 Assignment, Successors and No Third Party Rights ........................................ 41 Section 11.6 Severability ....................................................................................................... 42 Section 11.7 Exhibits and Schedules ..................................................................................... 42 Section 11.8 Interpretation .................................... ; ................................... : ............................ 42 Section 11.9 Expenses ........................................................................................................... 42 Section 11.10 Governing Law ............................................................................................. 42 SECTION 11.11 Limitation on Liability .................................................................................. 42 Section 11.12 Specific Performance .................................................................................... 42

ii


Section 1 1.13 Section 1 1.14 Section 11.15 Section 11.16 Section 1 1.17

Jurisdiction and Service ofProcess ............................................................... 43 Waiver of Jury Trial ...................................................................................... 43 No Joint Venture .............................................................................•............. 43 Counterparts .................................................................................................. 44 Preservation of Records; Post-Closing Access and Cooperation ................. 44

Exhibits

Exhibit A- Form of Bill of Sale

Exhibit B- Form of Vessel Bill of Sale

Exhibit C- Form of Assignment and Assumption Agreement

Exhibit D- Fmm of Bidding Procedures Order

Schedules

Schedule 2.l(c)(i)- Owned Real Property

Schedule 2.1 ( c )(ii) - Leased Real Property

Schedule 2.1(d)- Vessels

Schedule 2.I(e)- Acquired Intellectual Property

Schedule 2.1 (f) --Contracts

Schedule 2.1 (I) -Notes and Receivables

Schedule 2.2(a)- Excluded Contracts and Leases

Schedule 2.2(i)- Specifically Excluded Assets

Schedule 2.3(d)- Cure Amounts

Schedule 2.3(k) - Other Assumed Liabilities

Schedule 2.3(m) -Trade Accounts Payable

Schedule 5 .12( a) - Contract & Cure Schedule

Schedule 10.1- List of Employees

iii


Seller Disclosure Schedules

Schedule 3.5- Claims Litigation and Disputes

Schedule 3.6- Compliance with Laws; Permits and Licenses

Schedule 3.7- Employees and Related Matters

Schedule 3.9(a) - Company Owned Intellectual Property, Company Used Intellectual Property and IP Agreements

Schedule 3.13- Trade Accounts Payable

Purchaser Disclosure Schedules

None

iv



This Asset Purchase Agreement (this "Agreement") is made as of July 13, 2015, by and between Signal International, Inc., a Delaware corporation ("Signal"), Signal International, LLC, a Delaware limited liability company ("Int'l"), and Signal Ship Repair, LLC, a Delaware limited liability company ("SSR"), Signal International Texas GP, LLC, a Delaware limited liability company ("SOP"), and Signal International Texas, L.P., a Delaware limited partnership ("SLP", collectively with Signal, lnt'l, SSR, and SOP, the "Selle•"), and Teachers' Retirement System of Alabama, a body co1porate of the State of Alabama created under Section §§ 16-25-1 et seq., of the Alabama Code (or its designee) ("TRS") and Employees' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§under Section 36-27-1 et seq., of the Alabama Code (or its designee) ("ERS" and collectively with TRS, the "Purchaser'').

RECITALS

WHEREAS, the Seller is engaged in the business of marine construction, including the upgrade, conversion, repair and new constmction of mobile offshore drilling rigs and floating production platforms for the offshore energy industry (the "Business");

WHEREAS, the Seller will file, as a debtor in possession, a voluntary petition (the "Petition") for relief under Chapter 11 ofTitle 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the "Bankmptcy Code") in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court");

WHEREAS, subject to and upon the terms and conditions herein, the Seller desires to sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser desires to purchase and acquire from the Seller, all ofthe Acquired Assets (as defined below);

WHEREAS, the trariSactions contemplated by this Agreement are subject to the approval of the Bankruptcy Court and will be consummated only pursuant to the Sale Order (as defined below) approving such sale free and clear of all Liens and Claims, all as more specifically provided in this Agreement, and in accordance with Sections 105, 363 and 365 of the Bankruptcy Code and other applicable provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy Procedure and the Bidding Procedures Order; and

WHEREAS, the Seller and the Purchaser have negotiated in good faith and at arm's length for the purchase and sale of the Acquired Assets, the assumption of certain liabilities associated therewith and for certain bid protections in connection therewith, subject to the terms and conditions set forth herein.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants, agreements, representations and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the pmties agree as follows:

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ARTICLE! DEFINITIONS AND CONSTRUCTION

Section 1.1 Definitions. For the putposes of this Agreement:

"Acquired Assets" has the meaning set forth in Section 2.1.

"Acquired Intellectual Property" has the meaning set forth in Section 2.1 (e).

"Affiliate" means, with respect to a specified Person, a Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with, the specified Person. In addition to the foregoing, if the specified Person is an individual, the term "Affiliate" also includes (a) the individual's spouse, (b) the members of the immediate family (including parents, siblings and children) of the individual or of the individual's spouse and (c) any corporation, limited liability company, general or limited partnership, trust, association or other business or investment entity that directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with any of the foregoing individuals. For purposes of this definition, the term "control" (including the terms "controlling," "controlled by" and "under common control with"} means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether tlu-ough the ownership of voting securities, by contract or otherwise. Notwithstanding the foregoing, under no circumstance will the Purchaser and the Seller be deemed Affiliates of one another notwithstanding the possession by the Purchaser (whether or not exercised} of any rights of control with respect to the Seller.

"Allocation" has the meaning set fmth in Section 2.6(a).

"Allocation Statement" has the meaning set forth in Section 2.6(a).

"Alternative Transaction" means any transaction or series of related transactions (other than pursuant to this Agreement}, whether proposed to be effectuated pmsuant to a merger, consolidation, tender offer, exchange offer, share exchange, amalgamation, stock acquisition, asset acquisition, business combination, restructuring, recapitalization, liquidation, dissolution, jomt venture or similar transaction, whether or not proposed by Seller, pursuant to which the Seller (i) accepts a Qualified Bid, other than that of the Purchaser or its Affiliates, as the highest or best offet·, or (ii) sells, transfers, leases or otherwise disposes of, directly or indirectly, including through an acquisition, asset sale, stock sale, purchase, merger, reorganization, recapitalization or other similar transaction with or involving any equity securities in the Seller or other interests in the Acquired Assets, including a stand-alone plan of re01-ganization or refinancing, ail or substantially all of the Acquired Assets (or agrees to any of the foregoing) in a tnmsaction or series of transactions to a party or parties other than the Pmchaser or its Affiliates.

"Assignment and Assumption Agreement" has the meaning set forth in Section 2.8(a)(iv).

"Assumable Executory Contract" has the meaning set f01thin Section 5.12(a).

"Assumed Liabilities" has the meaning set forth in Section 2.3.

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"Assumption Effective Date" has the meaning set forth in Section 5.12(b).

"Assumption Procedures" has the meaning set forth in Section 5.9{a).

"Auction" means the bankmptcy auction sale of the Seller's assets, conducted by the Seller pursuant to the Bidding Procedures Order.

"Back-Up Bidder'' has the meaning set forth in Section 5.13.

"Back-Up Purchaser" has the meaning set forth in Section 5.13.

"Bankruptcy Code" has the meaning set forth in the Recitals.

"Banktuptcy Court" has the meaning set forth in the Recitals.

"Bidding Procedures" has the meaning set forth in Section 5.9(a).

"Bidding Procedmes OrdCJ'' has the meaning set fmth in Section 5.9(a).

"Bill of Sale" has the meaning set fmth in Section 2.8(i).

"Break-Up Event" has the meaning set forth in Section 7.3.

"Break-Up Fee" has the meaning set forth in Section 7.3.

"Business" has the meaning set forth in the Recitals.

"Business Day" means any day other than Saturday, Sunday or any day on which banking institutions in the State of Alabama are closed either under applicable Law or action of any Governmental Authority.

"Challenge" shall mean a complaint, motion, contest, challenge or other pleading filed in the Chapter II Case which contests (i) the existence, validity, enforceability or amount of any principal, interest, fees, charges, costs, expenses, reimbw"Sernents or other indebtedness owing under the Pre-Petition Loan Documents or the DIP Loan Documents, or (ii) the existence, validity, enforceability or priority of any Lien securing such indebtedness, or (iii) the Purchaser's right to tender the Credit Bid Amount as a component of the Purchase Price put"Suant to Section 2.5.

"Chapter 11 Case" means the cases to be commenced by the Seller (sometimes referred ·to herein as the "Debtor"), under Chapter 11 of the Bankruptcy Code in the Bankruptcy Comt.

"Claim" has the meaning set forth in Section 101(5) of the Bankmptcy Code.

"Closing" has the meaning set forth in Section 2. 7.

"Closing Date" has the meaning set forth in Section 2.7.

"COBRA" means the Consolidated Omnibus Budget Reconciliation Act of 1985.

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"Code" means the Internal Revenue Code of 1986, as amended fi·om time to time, including the regulations promulgated thereunder.

"Company Owned Intellectual Property" means all Intellectual Property owned by Seller and used or held for use in connection with the Business.

"Company Used Intellectual Pmperty" means all Intellectual Property owned or controlled by a Third Party and used in connection with the Business.

"Confidential Information" means any information that is not generally known to the public or in the maritime construction industry and that is or has been used, developed or obtained by the Seller and its Affiliates to the extent it relates to the Acquired Assets, including (i) products or services, (ii) fees, costs and pricing structures, (iii) designs and specifications, (iv) analyses, (v) drawings, photographs and repmts, (vi) computer software, including electronic mail, operating systems, applications and program listings, (vii) flow charts, transaction summaries and models, manuals and documentation, (viii) databases, (ix) financial reports, investment summaties, and accounting and business methods, (x) ideas, formulas, compositions, inventions, devices, new developments, methods and processes, whether patentable OI'

unpatentable and whether or not reduced to practice, (xi) customers and clients and customer, contact or client lists and other marketing data or plans, (xii) know-how, (xiii) manufacturing and production processes and techniques, (xiv) research and development information, (xv) files and records, and (xvi) all similar and related information in whatever form, except that Confidential Information will not include any information that has been published in a form generally available to the public, other than as a result of a disclosure by the parties hereto or their respective representatives.

"Confidentiality Agreement" has the meaning set fmth in Section 5.11.

"Contract" means any contract, agreement, lease, license, commitment, understanding, franchise, warranty, guaranty, mortgage, note, bond or other instrument or consensual obligation that is legally binding.

"Contract & Cure Schedule" has the meaning set forth in Section 5.12(a).

"Copyrights" means all copyrights, including copyrights in Software and in the content contained on any Web site, and registrations and applications for any of the fm-egoing, and rights to sue for past Infi·ingement the1-eof.

"Credit Bid" has the meaning set forth in Section 2.5.

"C1-edit Bid Amount" means the aggregate amount of all principal, interest, fees, reimbursable expenses and other ag~-eed charges owing under (i) the DIP Loan Documents, imd (ii) the Pre-Petition Loan Documents (unless subsumed by the DIP Loan Documents pursuant to a Final Order), as of the date of the Auction.

"Creditors' Committee" means an Official Committee of Unsecm-ed Creditors, if any, appointed in the Chapter 11 Case.

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"Cure Amount" means, for any Executory Contract, the amount required to be paid under Section 365 of the Bankruptcy Code or otherwise to effectuate the assumption and assignment of such Executory Contract by the Seller to the Purchaser.

"DIP Lender" means the Purchaser, ot· any Affiliate of the Purchaser, in its capacity as the holder of any Liens, Claims or indebtedness evidenced or secured by the DIP Loan Documents.

"DIP Loan Documents" means, collectively, that certain Debtor-In-Possession Loan and Security Agreement to be entered into by artd between the DIP Lender and the Seller on or after the Petition Date (the "Debtor-in-Possession Loan and Security Agreement''), pursuant to which the DIP Lender will make available the "DIP Loan" therein described, together with all other agreements, instmments or documents evidencing or securing the DIP Loan.

"Employee" has the meaning set forth in Section I O.l(a).

"Environmental Law" means any Law concerning (a) the treatment, disposal, emission, discharge, Release or threatened Release of Hazardous Material or (b) the protection of the environment (including natural resources, air and sUlface or subsurface land or waters).

"Equipment" has the meaning set forth in Section 2.1(b).

"ERISA" means the Employee Retirement Income Security Act of 1974.

"Excluded Assets" has the meaning set forth in Section 2.2.

"Excluded Liabilities" has the meaning set forth in Section 2.4.

"Executory Contract" means a Contract that is an "executory contract" or "unexpired lease", as such terms are used in Section 365 ofthe Bankruptcy Code.

"Executory Contract Designation Deadline" has the meaning set forth in Section 5.12(a).

"Final Order" means an order of the Bankruptcy Court or other cotut of competent jurisdiction: (a) as to which no appeal, notice of appeal, motion to amend or make additional findings of fact, motion to alter or amend judgment, motion for rehearing or motion for new trial has been timely filed or, if any of the foregoing has been timely filed, it has been disposed of in a manner that upholds and affirms the subject m·der in all respects without the possibility for further appeal or rehearing thereon; (b) as to which the time for instituting or filing an appeal, motion for rehearing or motion for new trial shall have expired; and (c) as to which no stay is in effect; provided, however, that the filing or pendency of a motion under Federal Rule of Banlauptcy Procedure 9024(b) shall not cause an order not to be deemed a "Final Order" unless such motion shall be filed within fourteen (14) calendar days of the entry of the order at issue. In the case of the Sale Order, a Final Order shall also consist of an order as to which an appeal, notice of appeal, motion to amend or make additional findings a fact, motion to alter or amend judgment, motion for rehearing or motion for new trial has been filed, but as to which the Pmchaser, in its sole and absolute discretion, elects to proceed with Closing.

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"GAAP" means United States generally accepted accounting principles.

"Governmental Authority" means any (a) nation, region, state, county, city, town, village, district or other jurisdiction, (b) federal, state, local, municipal, foreign or other government, (c) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department or other entity and any court or other tribunal), (d) multinational organization exercising judicial, legislative or regulatory power or (e) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature of any federal, state, local, municipal, foreign or other government.

"Governmental Authorization" means any approval, consent, ratification, waiver, license, pe1mit, registration or other at1thorization issued or granted by any Governmental Authmity.

"Hazardous Material" means any waste or other substance that is listed, defined, designated or classified as hazardous, radioactive or toxic or a pollutant or a contaminant under any Environmental Law, including any admixture or solution thereof, and including petroleum and all derivatives thereof or synthetic substitutes therefor, asbestos or asbestos-containing materials in any fmm or condition and polychlorinated biphenyls.

"Included Contracts" has the meaning set forth in Section 2.100.

"Intellectual Prope1ty" means all of the following anywhere in the world and all legal rights, title or interest in the following arising under Law: (a) all patents and applications for patents and all related reissues, reexaminations, divisions, renewals, extensions, provisionals, continuations and continuations in part; (b) all copyrights, copyright registrations and copyright applications, copyrightable works and all other corresponding rights; (c) all mask works, mask work registrations and mask work applications and all other corresponding •·ights; (d) all trade dress and trade names, logos, Internet addresses and domain names, trademarks and service marks and related registrations and applications, including any intent to use applications, supplemental registrations and any renewals or extensions, all other indicia of commercial source or origin and all goodwill associated with any of the foregoing; (e) all inventions (whether patentable or unpatentable and whether or not reduced to practice), know how, technology, technical data, trade secrets, confidential business information, manufacturing and production processes and techniques, research and development information, financial, marketing and business data, pricing and cost information, business and marketing plans, adve11ising and promotional materials, customer, distributor, reseller and supplier lists and infmmation, correspondence, records, and other documentation, and other proprietary information of every kind; (f) all computer software (including source and object code), firmware, development tools, algorithms, files, records, technical drawings and related documentation, data and manuals; (g) all databases and data collections; (h) all licenses and pennits to the extent transferable; and (i) all other intellectual property rights.

"Interim DIP Order" means the Interim Order (as defined in the Debtor-in-Possession Loan and Secmity Agreement")

"Inventory" has the meaning set forth in Section 2.1(a).

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"IP Agreements" means all agreements (including outstanding decrees, orders, judgments, settlement agreements, or stipulations) to which the Seller is a party which contain provisions (a) granting to any Person rights in Company Owned Intellectual Prope1ty or Company Used Intellectual Property; (b) granting to the Seller or any Subsidiary thereof any rights in Company Used Intellectual Property; (c) consenting to another Person's use of Company Owned Intellectual Propetty or Company Used Intellectual Property, or covenanting not to sue any Person for Infringement of any such Intellectual Property; or (d) restricting the Seller's or any of its Affiliates' use of Company Owned Intellectual Propelty or any Company Used Intellectual Property.

"IRS" means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

"Judgment" means any order, injunction, judgment, decree, ruling, assessment or at·bitration award of any Governmental Authority or arbitrator.

"Knowledge of the Seller" or "the Seller's Knowledge" means (i) the actual knowledge of Richard L. Marler, Clu·is S. Cunningham or Skip Victor after due inquiry into the facts or circumstances suppolting any representation, wananty or statement qualified by such terms, and (ii) all such knowledge as would reasonably be obtained by any executive officer of the Seller in the discharge of such officer's duties.

"Law" means any applicable federal, state, local, municipal, foreign, international, multinational, or other constitution, law, statute, treaty, rule, regulation, ordinance or code.

"Leased Real Prope11y" has the meaning set forth in Section 2.](c).

"Liability" means any liability or obligation, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, due or to become due.

"Lien" means any possessory or non-possessory lien, encumbrance or charge against or other interest in propetty, whether voluntary or involuntary and whether statutory or contractual, for the purpose of securing payment of a debt or perfotmance of an obligation, including any mortgage, deed of trust, deed to secure debt, pledge, assignment, hypothecation, security interest, attachment, judgment, levy, conditional sale agreement, right of first refusal, right of first offer or other arrangement, and including any agreement to give any of the foregoing.

"Material Adverse Effect" means any event, change, circumstance, effect or other matter that has a material adverse effect on (a) the financial condition or results of operations of the Business, taken as a whole, or (b) the condition or value of any material portion of the Acquired Assets, or (c) the ability of the Seller to consummate timely the transactions contemplated by this Agreement; provided, however, that none of the following, either alone or in combination, will constitute, or be considered in detennining whether there has been, a Material Adverse Effect: any event, change, circumstance, effect or other matter resulting from or related to (i) any outbreak or escalation of war or major hostilities or any act of tenm"ism, (ii) changes in Laws, GAAP or enforcement or intetpretation thereof, (iii) changes that generally affect the industries and markets in which the Business operates, (iv) changes in financial markets, general economic

, conditions (including prevailing interest rates, exchange rates, commodity prices and fuel costs)

7


or political conditions, (v) any failure, in and of itself, of the Business to meet any published or internally prepared projections, budgets, plans or forecasts of revenues, earnings or other financial performance measures or operating statistics (it being understood that the facts and circumstances underlying any such failure described in the clause (v) that are not otherwise excluded from the defmition of a "Material Adverse Effect" may be considered in determining whether there has been a Material Adverse Effect), (vi) any action taken or failed to be taken pursuant to or in accordance with this Agreement or at the request of, or consented to by, the Purchaser, (vii) the filing of the Chapter II Case or any action approved by the Bankruptcy Court (or any other Governmental Authority in connection with any such Proceeding), or (viii) the execution or delivery of this Agreement, the consummation of the transactions contemplated by this Agreement or the public announcement or other publicity with respect to any of the foregoing.

"Materials of Environmental Concern" means all substances defined as Hazardous Substances, Oils, Pollutants or Contaminants in the National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.P.R. § 300.5, or defined as such by, or regulated as such under, any Environmental Law.

"Max Specialty Judgment" means the judgment against the Seller in Fireman's Fund Insurance Company eta! v. Great American Insurance Company of New York eta!, filed in U.S. District Court for the Southern District of New York (Case No. 10-cv-01653-JPO-JPL).

"Order" means any writ, judgment, decree, injunction or similar order, writ, ruling, directive or olher requirement of any Governmental Aulhority (in each case whether prelimina1y or final).

"Outside Back-Up Date" has the meaning set forth in Section 5.13.

"Owned Real Property" has the meaning set forth in Section 2.Hc).

"Patent" means all patents and industrial designs, including any continuations, divisionals, continuations-in-part, renewals, reissues and applications for any of the foregoing, and rights to sue for past Infringement thereof.

"Pe1mit" means all permits, licenses, consents, approvals, and aulhorizations related to the operation of the Business. ·

"Person" means an individual or an entity, including a corporation, limited liability company, general or limited prutnership, trust, association or other business or investment entity, or any Governmental Authority.

"Petition" has the meaning set forth in the Recitals.

"Petition Date" means the actual date of filing of the Petition wilh the Banlo.uptcy Court.

":elm!" means the chapter II plan for the Seller, as amended, supplemented or otherwise modified from time to time subject to, m1d consistent in all material respects with, the terms of the Plan Support Agreement and the term sheet attached thereto, that is prepared and distributed

8


in accordance with, among other things, Sections 1125, 1126(b) and l!45 of the Bankruptcy Code, Rule 3018 of Federal Rules of Bankruptcy Procedure and other applicable law.

"Plan Support Agreement" means the Plan Support Agreement dated as of July 12, 2015, by and among Int'l, on behalf of itself and its direct and indirect subsidiaries, the Purchaser, the Employees' Retirement System of Alabama and the litigation Claimants (as defined therein) signatot·ies thereto.

"Post-Closing Access and Cooperation Period" has the meaning set f011h in Section 11.18(a).

"Pre-Petition Lender" means the Purchaser, or any Affiliate of the Purchaser, in its capacity as the holder of any Liens, Claims or indebtedness evidenced or secured by the PrePetition Loan Documents.

"Pre-Petition Loan Documents" means, collectively, that certain Credit Agreement dated as of January 31, 2014 (the "Pre-Petition Credit Agreement"), by and among Pre-Petition Lender and the Seller, pursuant to which Pre-Petition Lender has made the "Loan" therein described, together with all other agreements, instruments or documents evidencing or securing the Loan.

"Prevailing Bidder" has the meaning set forth in Section 5.13.

"Prevailing Purchaser" means the party that submits the Prevailing Bid (as such term is defined in the Bidding Procedures) pursuant to the Bidding Procedures.

"Proceeding" means any action, arbitration, audit, examination, investigation, hearing, litigation or suit (whether civil, criminal, administrative, judicial or investigative, whether formal or informal, and whether public or pdvate) commenced, brought, conducted or heard by or before, or othetwise involving, any Governmental Authority or arbitrator.

"Products Liability Claim" has the meaning set forth in Section 3.11.

"Purchase Price" has the meaning set forth in Section 2.5.

"Purchaser Disclosure Schedule" has the meaning set forth in Article 4.

"Qualified Bid" means competing bids pre-qualified for the Auction in accordance with the Bidding Procedures Order.

' "Rejection Effective Date" has the meaning set forth in Section 5.12(c).

"Release" means the release, spill, emission; leaking, pumping, pouring, emptying, escaping, dumping, injection, deposit, disposal, discharge, dispersal, leaching or migrating of any Hazardous Material into the environment.

"Sale Hearing" means the: hearing to be conducted by the Bankruptcy Court to approve this Agreement and seeking entry of the Sale Order.

9


"Sale and Procedures Motion" has the meaning set forth in Section 5.9(a).

"Sale Order" means, collectively, one or more orders of the Bankruptcy Court in fmm and substance reasonably acceptable to the Seller and the Purchaser, entered pursuant to the Sale and Procedures Motion (i) approving the sale of the Business and the Acquired Assets (and the assumption and assignment of the Included Contracts) to the Purchaser, or such other winning bidder chosen at the Auction pursuant to the asset purchase agreement submitted by such other winning bidder, free and clear of all Claims and Liens pursuant to Section 363(:!) and/or Section 1123 of the Bankruptcy Code, on the terms and conditions set fmth in this Agreement, (ii) approving the back-up bidder chosen at the Auction and the asset purchase agreement submitted by such back-up bidder, (iii) authorizing Purchaser to make the Credit Bid, (iv) authorizing consummation of the transactions contemplated hereby, and .(v) containing a finding that the transactions contemplated by this Agreement are undertaken by the Seller and the Purchaser at arm's length, without collusion and in good faith by the Purchaser within the meaning of Section 363(m) of the Bankruptcy Code.

"Savings Plan" has the meaning set fmth in Section I 0.2Ca).

"Schedule" means the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, as the context requires.

"Seller Disclosure Schedule" has the meaning set forth in Article 3.

"Seller Employee Benefit Plan" means any "employee benefit plan" (as defined in Section 3(3} ofERJSA) and any other material plan, Contract or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation maintained or contributed to by the Seller for the benefit of any employee.

"Subsidiarv" means, with respect to a specified Person, any corporation or other Person of which equity securities or other interests having the power to elect a majority of that corporation's or other Person's board of directors or similar governing body, or otherwise having the power to direct the business and policies of that corporation or other Person {other than securities or other interests having such power only upon the happening of a contingency that has not occum:d) are held by the specified Person or one or more of its Subsidiaries. When used in this Agreement without reference to a particular Person, "Subsidiary" means a Subsidiary of the Seller. Notwithstanding the foregoing, under no circumstance will the Seller be deemed a Subsidiary of the Purchaser notwithstanding the possession by the Purchaser (whether or not exercised) of any rights of control with respect to the Seller.

"Tax" means (a) any federal, state, local, foreign or other tax, charge, fee, duty (including customs duty), levy or assessment, including any income, gross receipts, net proceeds, alternative or add-on minimum, co1poration, ad valorem, turnover, real prope11y, personal property (tangible or intangible), sales, use, franchise, excise, value added, stamp, leasing, lease, user, transfer, fuel, excess profits, profits, occupational, premium, interest equalization, windfall profits, severance, license, registration, payroll, environmental (including taxes under Section

10


59A of the Code), capital stock, capital duty, disability, estimated, gains, wealth, welfare, employee's income withholding, other withholding, unemployment or social secu1ity or other tax of whatever kind (including any fee, assessment or other charges in the nature of or in lieu of any tax) that is imposed by any Governmental Authority, (b) any interest, fines, penalties or additions resulting from, attributable to, or incwTed in connection with any items described in this paragraph or any related contest or dispute and (c) any Liability for the Taxes of another Person.

"Tax Return" means any report, return, declaration, claim for refund, or infmmation return or statement related to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Third Party" means any Person and/or group of Persons other than the Seller, the Purchaser or any of their respective Affiliates.

"Tmde Accounts Cut-Off Date" has the meaning set forth in Section 2.3(a).

"Trade Secrets" means all trade secrets (as defined under applicable law) including trade secrets of the following nature: financing and marketing information, technology, know-how, inventions, proprietary processes, formulae, algorithms, models and methodologies, and rights to sue for past Infiingement thereof.

"Trademarks" means trademarks, trade names, service marks, designs, logos, emblems, signs or insignia, slogans, other similar designations of source or origin and general intangibles of like nature, together with the registrations and applications for registrations pertaining to any of the foregoing, any derivations of any of the foregoing, all goodwill associated therewith, and rights to sue for past Infringement thereof.

"Transfer Taxes" has the meaning set forth in Section 9.1.

''TransfeiTed Employees" has the meaning set forth in Section IO.l(a).

"Unsecured Creditors" means the general unsecured creditors of Seller that are not a party to or subject to the Plan Support Agreement or the settlement contemplated by the plan term sheet attached thereto as Exhibit A.

"Unsecured Creditor Claim Cash" means the sum of Four Hundred Thousand Dollars ($400,000.00) which sum shall be funded on the Closing Date by the Purchaser to the Debtor's bankruptcy estate to fund the payment of claims of the Unsecured Creditors under the Plan.

"Vessel" has the meaning set forth in Section 2.l(d).

"V esse! Bill of Sale" has the meaning set forth in Section 2.8fa)(iii).

"WARN Act" means the Worker Adjustment and Retraining Notification Act of 1988, and any similar foreign, state or local Law.

"Welfare Plans" has the meaning set fotth in Section 10.3.

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Section 1.2 Construction. Any reference in this Agreement to an "Article," "Section," "Exhibit" or "Schedule" refers to the cmTesponding Article, Section, Exhibit or Schedule of or to this Agreement, unless the context indicates otherwise. The table of contents and the headings of A1ticles and Sections are provided for convenience only and are not intended to affect the construction or interpretation of this Agreement. All words used in this Agreement are to be construed to be of such gender m· number as the circumstances require. The words "including," "includes" or "include" are to be read as listing non-exclusive examples of the matters referred to, whether or not words such as "without limitation" or "but not limited to" are used in each instance. Where this Agreement states that a party "shall", ''will" or "must" perform in some manner or otherwise act or omit to act, it means that the pruty is legally obligated to do so in accordance with this Agreement. Any reference to a statute is deemed also to refer to any amendments or successor legislation as in effect at the relevant time. Any reference to a Contract or other document as of a given date means the Contract or other document as amended, supplemented and modified from time to time through such date.

ARTICLE2 THE TRANSACTION

Section 2.1 Sale and Purchase of Acquired Assets. In accordance with the provisions of this Agreement and the Sale Order, and except as set forth in Section 2.2, at the Closing, the Seller will, to the extent transferable under applicable Law, sell, convey, assign, transfer and deliver to. the Purchaser, and the Purchaser will purchase and acquire from the Seller, all of the Seller's right, title and interest in and to all of the properties and assets of the Seller, free and clear of all Liens and Claims (all of the assets to be sold, assigned, transferred and delivered to the Purchaser are referred to as the "Acquired Assets"):

(a) Inventory. All inventory owned by or owing to, consigned by or consigned to, leased from or leased to, the Seller as of the Closing Date, including all finished goods, work in process and raw materials, regardless of where located (the "Inventory»);

(b) Equipment. All furniture, fixtures, equipment, machinery, rolling stock and other personal property owned by or owing to, consigned by or consigned to, leased from or leased to, the Seller including all trade fixtw·es, supplies, desks, chairs, tabies, furniture, fixtures, machinery, tools, equipment, all computer equipment, applications, systems, motor vehicles, replacement pru·ts, intangible assets, and other personal pi'Operty, including any substitutions or replacements thereof, which may occw· within the ordinary course of business, made between the Execution Date and the Closing Date, regardless of where located (the "Equipment");

(c) Real Propettv. (i) The real pi'Operty set fmth on Schedule 2.l(c)(i) (collectively, the "Owned Real Propertv") and (ii) all rights in respect of the real pi'Operty set forth on Schedule 2.1(c)(ii) (collectively, the "Leased Real Property"), to the extent such rights may be transferred under applicable Law;

(d) Vessels. The whole of each of the vessels listed on Schedule 2.1(d) hereto, and each other tugboat, barge, pushboat, scow or other vessel or watet'Craft owned by the Seller and capable of being used to transport goods and/or passengers on water, whether or not such vessel or watercraft is documented with the NVDC and includes any share or interest therein, and their

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engines, generators, machinery and equipment, masts, winches, anchors, chains, pumps and pumping equipment, pipe, cables, pipe and cable laying equipment, cranes, lifting equipment, boilers, capstans, outfit, furniture and fittings, boats, tackle, outfit, tools, spare parts, fuel, consumables or other stores, belongings and all other propaty and appmtenances whatsoever whether attached to a vessel, on board or ashore, and whether now owned or hereafter. acquired, and all additions, improvements and replacements hereafter made in or to said vessels or any part thereof and all of their freight, hires, earnings, insurance proceeds, and all other proceeds of any of the above (collectively, the "Vessels");

(e) Intellectual Propelty. All Company Owned Intellectual Property and all Company Used Intellectual Property, including any patents, patent applications, copyrights, trademarks, service marks, trade names, domain names, websites, logos, or designs of the Seller, including the Intellectual Propetty set forth on Schedule 2.l{e) (collectively, the "Acquired Intellectual Property");

(f) Contracts. All of the rights of the Seller under all Contracts to which the Seller is a patty, by which the Seller or any of the Acquired Assets is bound oo· affected or pursuant to which the Seller is a beneficiary, including any rights the Seller may have under nondisclosure, confidentiality, non-solicitation, non-competition and similar agreements, and those Contracts set fotth in Schedule 2.l(f) to the extent such Contracts are assumed pursuant to Section 5.12 (collectively, the "Included Contracts"); provided, however, that if any Contract is recharacterized by a Final Order as a secured financing, then the real propelty or personal property that is subject to such Contract shall be an Acquired Asset;

(g) Authorizations. To the extent transferable under applicable Law, all Governmental Authorizations held by the Sella·;

(h) Books and Records. To the extent transferable under applicable Law, all books, records, files and papers, including all adveitising materials, client and customer lists, supplier and vendor lists, purchase orders, sales and purchase invoices, production reports, vessel information and records, personnel and employment records, tax returns and tax records, all records and documents relating to the Seller Employee Benefit Plans, and fmancial and accounting records other than the corporate books and records of the Sellet~

(i) Benefit Plans. All the assets of the Seller Employee Benefit Plans transfetl~ pursuant to Article 10 of this Agreement;

G) Claims. All of the Seller's claims, rights, credits, causes of action, defenses and rights of set-off against third palties relating to or arising from any ofthe Business, the Acquired Assets, or Assumed Liabilities, including any commercial tolt claints and unliquidated 1ights under manufacturers' and vendors' warranties;

(k) Accounts and Deposits. (i) All cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items; and (ii) all deposits and pre-payments made by the Seller;

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(1) Notes and Receivables. All notes, accounts receivable and other receivables, including those set forth on Schedule 2.1(1), subject, however, to the extent applicable, to the participation rights set forth in the Plan Support Agreement and the term sheet attached thereto;

(m) Insurance. All insurance policies, binders and claims and rights thereunder and proceeds thereof;

(n) Tax Refunds. All rights to refunds, credits or similar benefits in respect of the Acquired Assets relating to Taxes and other governmental charges of whatever nature for any period, or portion of any period, ending on or prior to the Closing Date;

( o) Business Plans. All plans, specifications, engineering studies, marketing studies, swveys and similar items with respect to the Business;

(p) Claims and Causes of Action. To the extent not otherwise excluded pursuant to Section 2.2Cf\ below, any and all claims m· causes of action, whether filed or not, (i) against the Purchaser or its Affiliates and against the Debtors' present and former directors, officers or employees, or any other Person, including any causes of action arising as a resnlt of the Bankruptcy Code or otherwise, and including all proceeds therefrom, to the extent related to activities or time periods prior to the Closing Date, (ii) that are property of the DebtOJ' or any of the Debtor's estates, and (iii) arising under any state or federal law, including Chapter 5 of the Bankruptcy Code; provided, however, that the Pw'Chaser agrees and covenants not to sue, prosecute, or otherwise assert, any such claims against a Released Party (as defined in the Plan Suppmt Agreement), to the extent prohibited by the Plan Support Agreement or any plan confirmed in accordance with the Plan Support Agreement;

( q) Good Will. All good will associated with the Business and the ownership, use and operation of the Assets; and

(r) Name. The right to use the names "Signal", "International", "Ship" and "Repair" or any combination thereof in connection with the ownership, use and operation of the Acquired Assets subsequent to the Closing Date.

Section 2.2 Excluded Assets. Notwithstanding the terms of Section 2.1, the Seller will retain and will not sell, convey, assign, transfer or deliver to the Purchase1·, and the Purchaser will not purchase or acquire, and the Acquired Assets do not include, any of the following assets described below (the "Excluded Assets"):

(a) Contracts. All rights under all Contracts set forth on Schedule 2.2(a), including the leases described on Schedule 2.2(a) and the machinery, equipment, furniture and other items of tangible personal property located on the properties subject to such leases, and all rights under all Contracts that are not assumed pursuant to Section 5.12;

(b) Books and Records. All minute books, records, stock ledgers, Tax records and all other materials that the Seller is required by Law to retain; provided, however, that at the Closing, the Seller shall provide a copy to the Pw'Chaser of any such materials it is required by Law to retain;

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(c) Benefit Plans. All assets of the Seller Employee Benefit Plans which are not transferred pursuant to Article 10 of this Agreement;

(d) D&O Insurance. All of the Seller's director and officer insurance policies, fiduciary policies or employment practices policies (in each case of the foregoing, including any tail policies or coverage thereon);

(e) Claims Related to Excluded Assets. All claims that the Seller may have against any Person solely with respect to any other Excluded Assets;

(f) Claims and Causes of Action. Any and all claims or causes of action, whether filed or not, that arise under Chapter 5 of the Bankruptcy Code arising from or relating to the Max Specialty Judgment that are property of the Debtor or the Debtor's estates;

(g) DIP Fundings. All amounts funded under the Debtor-in-Possession Loan and Security Agreement;

(h) This Agreement. All of the Seller's rights under this Agreement (including, without limitation, any payments comprising part of the Purchase Price); and

(i) Specifically Excluded Assets. All assets specifically listed as Excluded Assets on Schedule 2.2(i).

Section 2.3 Assumed Liabilities. In accordance with the provisions of this Agreement and the Sale Order, at the Closing, the Purchaser will assume and pay or perf01m and discharge when due the following Liabilities of the Seller, in each case other than the Excluded Liabilities (the "Assumed Liabilities"):

(a) Administrative Expenses. All allowed administrative expenses, other than professional fees and expenses, incurred in the ordinary course of business from the Petition Date tluuugh the Closing which remain unpaid as of the Closing, including Liabilities arising under Section 503{b)(9) of the Bankruptcy Code up to an amount not to exceed $500,000.00;

(b) Transfer Taxes. All Liabilities for Taxes imposed on the Purchaser pursuant to Section 9.1;

(c) Contractual Liabilities. All Liabilities of the Seller arising after the Closing under the Included Contracts and the Govermnental Authorizations included in the Acquired Assets;

(d) Cure Amounts. To the extent set forth next to any Included Contract on Schedule 2.3Cd), any Cure Amount with respect to such Included Contract;

(e) Transferred Employees. All Liabilities relating to the employment of Transferred Employees arising after the Closing;

(f) Benefit Plans. All Liabilities assumed by the Purchaser pursuant to Article 10 of this Agreement;

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(g) Real Prope1ty. All Liabilities associated with the Owned Real Property and the Leased Real Property arising after the Closing;

(h) Vessels. All Liabilities associated with the Vessels arising after the Closing.

(i) Environmental. All Liabilities associated with the Acquired Assets relating to or arising out of environmental matters, including those arising under any Environmental Law, and arising after the Closing Date;

G) Other Assumed Liabilities. All Liabilities specifically identified on Schedule blli);

(k) Post-Closilll! Taxes. Any and all Liabilities for Taxes related tu the operation of the Business or the ownership of the Acquired Assets on or after the Closing Date; and

(I) Post-Closing Liabilities. All other Liabilities arising out of, relating to or incurred in connection with the Business or the Acquired Assets arising after the Closing including (i) the operation of the Business after the Closing, (ii) the use by the Purchaser or its permitted licensees of Acquired Intellectual Property and (iii) any other condition arisiiJ.g after the Closing with respect to the Acquired Assets; provided, that any Liability resulting from any action, activity or operation, whether or not in the ordinary course of the Business, that occurred prior to the Closing Date, shall be deemed an Excluded Liability.

(m) Trade Accounts Payable. Any trade accounts payable of the Seller to third parties, as listed an in such amounts as set forth on Schedule 2.3(m), which Schedule 2.3(m) shall be determined by the Purchaser in its sole discretion and delivered tu the Seller not less than fifteen (15) days prior to date of the Auction (the "Trade Accounts Cut-Off Date"). For the avoidance of doubt, only the trade accounts payable set forth on Schedule 2.3(m) as of the Trade Accounts Cut-Off Date shall be included and assumed as an Assumed Liability under this Section 2.3{m).

Section 2.4 Excluded Liabilities. Notwithstanding any other provision of this Agreement or any other writing to the contrary, the Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of the Seller of whatever natore, whether presently in existence or arisiiJ.g hereafter (the "Excluded Liabilities"). Such Excluded Liabilities include, without limitation, the following:

(a) Operating Liabilities. All Liabilities with respect to claims arising in any way with respect to the operation of the Business prior to the Closing Date including, ;without limitation, as a result of the manufacture, design, use, operation, storage, acquisition, development or construction of an Acquired Asset during the period prior to and through the Closing Date;

(b) Taxes. Any Liability for Taxes of the Seller or attributable to the Business or the Acquired Assets for any period, or any portion of any period, ending on or prior to the ClosiiJ.g Date (other thao Taxes imposed on the Purchaser pursuant to Section 9.!) except to the extent specifically identified on Schedule 2.3{k);

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(c) Emplovment Matters. All Liabilities of the Seller or any Affiliate under all the Seller Employee Benefit Plans, except those Liabilities assumed by the Purchaser pursuant to Article 10;

(d) Injury and Damage. All Liabilities and obligations of the Seller for personal injury, property damage or legal, administrative or regulatory claims, fines or assessments that occur, have occurred, relate to an occurrence or which arose prim· to the Clos.ing Date;

(e) Incidents and Events. All Liabilities and obligations arising out of, relating to or in connection with incidents or events occurring prior to the Closing Date by any person employed by, or acting as an independent contractor on the property of or on behalf of, the Seller for payment, claims or benefits under workers' compensation laws or any other law;

(f) Costs. All Liabilities of the Seller for costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby;

(g) Litigation Claims. Any litigation claims arising prior to the Closing Date, including, without limitation, any tmt claims, breach of contract claims, employment claims, discrimination claims, environmental claims and assessments, whether currently pending, or brought in a subsequent action commenced on a date following the Closing Date;

(b) Creditors' Committee Professionals. Any Liability for amounts incmred by the Creditors' Committee's professionals (or members);

(i) Debtor's Professionals. Any Liability for amounts incurred by the Debtor's Professionals;

G) Trade Accounts Payable. Any Liability for trade accounts payable not set forth and listed on Schedule 2.3(m) as of the Trade Accounts Cut-OffDate;

(k) Environmental. Any Liabilities arising p1"ior to Closing under any Environmental Law;

(I) Excluded Assets. Any Liability arising out of or related to any Excluded Asset; and

(m) Other. Any Liabilities that are not Assumed Liabilities.

Section 2.5 Consideration. The consideration for fue Acquired Assets (the "Purchase Price") consists of (a) cash in the amount of the Unsecm-ed Creditor Claim Cash, (b) the assumption of the Assumed Liabilities, and (c) a credit bid against the indebtedness owing under the DIP Loan Documents and the Pre-Petition Loan Documents in an amount equal to the Credit Bid Amount (the "Credit Bid"). Not less than two (2) days prior to the date of the Auction, the Purchaser will confirm the Credit Bid Amount in writing.

Section2.6 Allocation of Purchase Price.

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(a) Within sixty (60) days after the Closing Date, the Purchaser will deliver to the Seller an allocation statement (the "Allocation Statement"), setting forth its calculation of the allocation of the sum of the Purchase Price and the Assumed Liabilities among the Acquired Assets, in accordance with Section I 060 of the Code and any comparable provisions of state or local law (the "Allocation''). The Seller will review the Allocation Statement and the Allocation, and, to the extent the Seller disagrees with the content of the Allocation Statement, the Seller will inform the Purchaser of such disagreement within thirty (30) days after receipt of the Allocation Statement. The Seller and the Purchaser will attempt in good faith to resolve any such disagreement. If the Seller and the Purchaser are unable to reach a good faith agreement on the content of the Allocation Statement within ninety (90) days of the Closing Date, the Seller and the Purchaser will each use its own allocation statement.

(b) If the Purchaser and the Seller agree on the Allocation Statement, the Purchaser and the Seller will report the Allocation of the Purchase Price in a manner consistent with the Allocation Statement and will act in accordance with the Allocation Statement in the preparation and filing of all Tax Returns and for all other Tax, fmancial accounting or other putposes, in any litigation, or othe1wise.

(c) The Purchaser and the Seller will promptly inform one another of any challenge by any Govemmental Authority to the Allocation made pursuant to this Section 2.6 and agree to consult with and keep each other informed with respect to the status of, and any discussion, proposal or submission with respect to, such challenge.

Section 2. 7 Closing. The closing of the transactions contemplated by this Agreement (the "Closing") will take place at the offices of Burr & Fmman LLP, 420 North 201

h Street, Suite 3400, Birmingham, Alabama 35203, at 10:00 a.m., local time, as soon as practicable, but in no event later than twenty {20) days after entry of the Sale Order. The date on which the Closing actually occurs is refen-ed to in this Agreement as the "Closing Date."

Section2.8 Closing Deliveries.

(a) At the Closing, the Seller will deliver or cause to be delivered to the Purchaser:

(i) Seller;

a bill of sale in the form of Exhibit A (the "Bill of Sale") executed by the

{ii) for each parcel of Owned Real Property, a recordable quit claim deed or such other appropriate document or instrument of transfer in accordance with local custom, each in form and substance as reasonably satisfactory to the Purchaser and its counsel and executed by the Seller;

(iii) for each Vessel, a recordable bill of sale or such other appropriate document or instmment of transfer in accordance with local custom, executed by the Seller, each in form and substance as set forth on Exhibit B (the "Vessel Bill of Sale");

(iv) an assigrunent and assumption agreement in the form of Exhibit C (the "Assignment and Assumption Agreement") executed by the Seller;

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(v) a certificate, dated as of the Closing Date, executed by the Seller confirming the satisfaction of the conditions specified in Sections 6.i(a) and §,l(Q); and

(vi) such other insb·uments of sale, transfer, conveyance and assigmnent as the Purchaser reasonably requests for the purpose of consummating the transactions contemplated by this Agreement.

(b) At the Closing, the Purchaser will deliver or cause to be delivered to the Seller or for the Seller's benefit:

(i) the Purchase Price by delivery of (a) cash to the Seller in an amount equal to the Unsecw-ed Creditor Claim Cash; (b) an Assigmnent and Assumption Agreement executed by the Purchaser; and (c) the Credit Bid;

(ii) the Bill of Sale executed by the Purchaser;

(iii) a certificate, dated as of the Closing Date, executed by the Pw-chaser confirming the satisfaction of the conditions specified in Sections 6.2(a) and~; and

(iv) such other instruments of assumption as the Seller reasonably requests for the purpose of consummating the transactions contemplated by this Agreement.

Section 2.9 Payment of Cure Amounts. The Purchaser will pay any and all Cure Amounts with respect to the Included Contracts, in cash on the Assumption Effective Date (as defined herein), or in such other manner as agreed by the Purchaser and the counterparty to such Included Contract.

Section 2.10 Consents. Notwithstanding any other provision of this Agreement, this Agreement does not effect an assigmnent of any Included Contract to the extent that such Included Contract is not assignable under the Bankruptcy Code without the consent of the other patiy or parties thereto, and the consent of such other party has not been given or received, as applicable, as of the Closing. As to any such Included Contract so designated in WJiting by the Purchaser, the Seller and the Purchaser will use commercially reasonable efforts to obtain as promptly as practicable after the Closing the consent of the other parties to such Included Contract or, if required, novation thereof to the Purchaser or, alternatively, written confirmation from such parties reasonably satisfactory to the Seller and the Purchaser that such consent is not required. In no event, however, will the Seller be obligated to pay any money to any Person or to offer or grant financial or other accommodations to any Person in connection with obtaining any consent, waiver, confirmation, novation or approval with respect to any such Included Contract. If any consent, waiver, confirmation, novation or approval is not obtained with respect to any such Included Contract, then to the extent permitted by applicable Law, the Seller and the Purchaser will cooperate to establish an agency type or other similar arrangement reasonably satisfactory to the Seller and the Purchaser under which the Purchaser would obtain (including by means of subcontracting, sublicensing or subleasing arrangement), to the extent practicable, all rights, and assume the conesponding Liabilities thereunder or under which the Seller would enforce, for the benefit of the Purchaser, with the Purchaser assuming and agreeing to pay the Seller's Liabilities and expenses, any and all rights of the Seller against a third party to any such Included Contract. In such event (i) the Seller will promptly pay to the Purchaser when received

19


all moneys relating to the period on or after the Closing Date received by it under any Included Contract not transferred pursuant to this Section 2.10 and (ii) the Purchaser will promptly pay, perform or discharge when due any Liabilities arising thereunder after the Closing Date but not transferred to the Purchaser pursuant to this Section 2.1 0. The failure by the Purchaser or the Seller to obtain any required consent, waiver, confirmation, novation or approval with respect to any Included Contract will not relieve any party from its obligation to consummate at the Closing the transactions contemplated by this Agreement. The Purchaser acknowledges that no adjustment to the Purchase Price will be made for any such Included Contracts that are not assigned and that the Purchaser will have no claim against the Seller in respect of any such unassigned Contracts.

ARTICLE3 REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller represents and warrants to the Purchaser as follows, except as set forth on the disclosure schedule delivered by the Seller to the Purchaser concuLTently with the execution and delivery of this Agreement and dated as of the date of this Agreement (the "Seller Disclosure Schedule"):

Section 3.1 Organization. Signal is a cmporation, SLP is a limited partnership and Int'l and SGP are limited liability companies, each of which is duly organized and validly existing under the Laws of the State of Delaware. Except as a result of the filing of the Petition, the Seller has all requisite power and authority to conduct the Business as presently conducted.

Section 3.2 Authority and Enforceabilitv.

(a) Subject to the enh·y and effectiveness of the Bidding Procedures Order and the Sale Order, the Seller has all requisite corporate, partnership or company, as applicable, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement. Subject to the entry and effectiveness of the Bidding Procedures Order and the Sale Order, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement by the Seller have been duly authorized by all necessary action on the pmt of the Seller. The Seller has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the Purchaser and subject to the entry and effectiveness of the Sale Order, this Agreement constitutes the valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms.

(b) Subject to the terms of this Agreement, and the obligation of the Seller to accept the highest and best offer for the Acquired Assets, the Board of Directors of the Seller has resolved to recommend that the Bankruptcy Court approve this Agreement, and the transactions contemplated hereby.

Section 3.3 No Conflict. Subject to the entry and effectiveness of the Bidding Procedures Order and the Sale Order and except in any case that would not have a Material Adverse Effect, neither the execution, delivery and pe1formance of this Agreement by the Seller, nor the consummation by the Seller of the transactions contemplated by this Agreement, will (a)

20


conflict with or violate the Seller's organizational documents, (b) result in a breach or default under, or create in any Person the right to temlinate, cancel, accelerate or modifY, or require any notice, consent or waiver under, any material Contract, (c) violate any Law or Judgment applicable to the Seller, the Business or the Acquired Assets or (d) require the Seller to obtain any Governmental Authorization or make any filing with any Governmental Authority.

Section 3.4 Title to Assets; Liens. The Seller has exclusive possession or control of, and at the Closing will have good and marketable title to, or in the case of leaseholds, valid leasehold interests in, the Acquired Assets, and subject to the entry of the Sale Order, the Purchaser will be vested with good and marketable title to all of the Acquired Assets, free and clear of any Liens, encumbrances, restrictions, charges and equities whatsoever, to the fullest extents pe1missible under Section 363 of the Bankruptcy Code.

Section 3.5 Claims. Litigation and Disputes. Except as set forth on Schedule 3.5, there are currently no pending or, to the Knowledge of the Seller, threatened in writing lawsuits, administrative or regulatory proceedings, actions, orders, or reviews, or formal or informal complaints or investigations or inquiries, including without limitation, grand jury subpoenas by any individual, corporation, partnership, Governmental Authority or other entity conceming or against the Seller or to which the Business or any of the Acquired Assets may be subject

Section 3.6 Compliance With Laws; Permits and Licenses. Except as disclosed on Schedule 3.6, the Seller is in compliance with all Laws, Orders, ordinances, decrees, rules or regulations of any Governmental Authority applicable to the Business, except where the failure to be in compliance would not have a Material Adverse Effect The Seller has not received any written notice of any proceeding, inquiry, investigation, violation or alleged violation or defaults of any Laws or Orders that would affect the Acquired Assets. The Seller has in effect all Permits necessary to conduct the Business as it is currently being conducted in accordance with the Laws of any Govemmental Authority having jurisdiction over its properties or activities except for such Permits, the failure of which to obtain, individually or in the aggregate, would not reasonably be expected to have, a Material Adverse Effect.

Section 3.7 Employees and Related Matters.

(a) To the Seller's Knowledge, that it is in compliance, in all material respects, with all applicable Laws, statutes, ordinances, regulations, orders or rules of any applicable Governmental Authority, relating to labor, employment, employment practices, terms and conditions of employment, wages, hoW's of work, employee benefits, immigration, nondiscrimination, collective bargaining, plant closings, layoffs, tellninations, and occupational safety and health, and the Seller is not engaged in any unfilir labor practice or unlawful employment practice in any applicable jurisdiction. All Employees of the Seller have been properly compensated and properly classified as exempt or non-exempt, and all individuals who are classified as "consultants" or "independent contractors" are properly classified and properly excluded from eligibility for benefits under any Seller Employee Benefit Plan.

(b) Except as set forth on Schedule 3. 7, (i) none of the Employees are represented by a labor union or labor organization; (ii) the Seller is not subject and is not a party to any collective bargaining agreement or other agreement with a labor union or labor organization

21


covering any Employee or the Business; (iii) within the past five (5) years, there have been no union organizing campaigns, labor strikes, slowdowns, work stoppages or lockouts currently affecting or, to the Seller's Knowledge, threatened in writing against the Seller with respect to any Employees or the Business; (iv) there are no pending or unremedied labor or employment charges, complaints, or lawsuits (including without limitation, claims or charges relating to labor, employment, employment practices, wages, hours, terms and conditions of employment, employee benefits, immigration, non-discrimination, collective bargaining, plant closings, layoffs, tenninations, and occupational safety and health), unfair labor practices, arbitrations or grievances pending against the Seller with respect to any Employees or the Business or, to the Seller's Knowledge, threatened in writing before the National Labor Relations Board, any other federal, state, or local Governmental Authority, or any other tribunal; and (v) there is no pending or, to the Knowledge of the Seller, threatened in writing, governmental investigation, proceeding, complaint, charge, claim, suit, audit, notice of noncompliance, or any other legal action by any Governmental Authority against or concerning the Seller or the Business, or which could impose liability or obligations on the Seller or the Business, relating to labor, employment, employment practices, wages, hours, terms and conditions or employment, employee benefits, immigration, non-discrimination, collective bargaining, plant closings, layoffs, terminations, and occupational safety and health.

(c) Except as set forth on Schedule 3.7, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event: (i) entitle any Employee to severance pay, unemployment compensation or any other payment for which the Purchaser will be liable or (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any Employee for which in each case the Purchaser will be liable.

Section 3.8 Environmental Matters. The operations conducted by the Seller are currently being conducted under all environmental, health and safety Permits and other authorizations required under all applicable Environmental Laws to operate the Business as it is being operated, except for such Permits and other authorizations, the failure of which to obtain, individually or in the aggregate, has not had and would not reasonably be expected to have, a Material Adverse Effect. All such Permits and authorizations are in full force and effect. No written notice, notification, demand, request for information, citation, sununons or order has been issued to the Seller or any Affiliates thereof with respect to any such properties. No written complaint has been filed against the Seller or any Affiliates thereof. No material penalty has been assessed and no investigation or review is pending or threatened in writing by any Governmental Authority with respect to any alleged failure by the Seller to comply with any Environmental Law or to have any material environmental, health or safety permit, license or other authorization required under any applicable Environmental Law in connection with the operation of the Business. To the Seller's Knowledge, there are no past or present facts, circumstances or conditions, including the Release of any Materials of Environmental Concern that could reasonably be expected to result in a material claim under the Environmental Laws against the Seller or Affiliate of the Seller. The Seller has made available to the Purchaser prior to the execution of this Agreement all environmental audits, assessments and documentation regarding environmental matters pertaining to, m the environmental condition of, the Acquired Assets or the compliance (or non-compliance) by the Seller or any of their Affiliates, with any

22


Environmental Laws with respect to the Business or the Acquired Assets, to the extent such audits, assessments and documentation are in the Seller's possession.

Section 3.9 Intellectual Property.

(a) Schedule 3.9(a) sets forth all of the Company Owned Intellectual Property, Company Used Intellectual Property, and IP Agreements including a complete list of all United States, foreign, international and state: (i) Patents and Patent applications including serial numbers for each filed application; (ii) Trademark registrations, applications and material unregistered Trademarks; (iii) Domain Names; and (iv) Copyright registrations, applications and material unregistered Copyrights. The Seller has provided to the Purchaser copies of all IP Agreements together with all written notic.es and amendments relating thereto. The listing of IP Agreements set forth on Schedule 3.9(a) will include for each agreement the title, the pruties and the date executed.

(b) Each of the filed Patent applications correctly and completely lists all persons who the Seller in good faith believes contributed significantly enough to the inventions therein described to be considered an inventor or co-inventor of the Patents.

(c) The Seller owns all Company Owned Intellectual Propmty and is properly licensed under or has the valid and enforceable right to use all Company Used Intellectual Property, free and clear of all Liens and none of such rights will be materially adversely affected by the consummation of the transactions contemplated by this AgreeJ.Uent. There are no inquiries, investigations or Claims, and the Seller has not received written notice from any third party: (i) alleging Infringement by the Seller of Intellectual Property rights of any Person; or (ii) challenging or threatening to challenge the Seller's right, title, or interest with respect to its ownership, use of, or continued use or right to preclude others from using any Company Owned Intellectual Property o1· Company Used Intellectual Property as currently used, or the validity, enforceability or registrability of any such Intellectnal Property.

(d) The Seller has not brought or threatened in writing a Claim against any Person: (i) alleging Infringement of Company Owned Intellectual Property or Company Used Intellectual Prope1ty; m· (ii) challenging any Person's ownership or use of, or the validity, eJ.Jforceability or registrability of any Company Owned Intellectoal Property or Company Used Intellectnal Propmty.

(e) The Company Owned Intellectual PropeJ.ty and the Company Used Intellectual Property is the only Intellectual Property lJsed in the operation of Business by the Seller. Except as would not have, individually or in the aggregate, a Material Adverse Effect, the Company Owned Intellectnal Prope1ty: (i) has been duly maintained; (ii) is subsisting, in full force and effect; (iii) has not been cancelled, expired or abandoned; and (iv) is valid and enforceable.

Section 3.10 Taxes. (i) The Seller has filed or has caused to be filed on a tinlely basis all Tax Retnrns that are or were required to be filed with respect to the Acquired Assets; (ii) all such Tax Returns accmately reflect all Liabilities required to be reflected thereon; (iii) all Taxes due and payable by the Seller with respect to the Acquired Assets shown in such Tax Returns have been paid, other than those Taxes which have been stayed by tl!e filing of tl!e Petition; (iv)

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the Seller has not requested or consented to extend to a date later than the Closing Date the time in which any Tax may be assessed or collected by any Govemmental Authority with respect to the Acquired Assets; (v) no deficiency or proposed adjustment which has not been settled or otherwise resolved for any amount of Tax has been proposed, asserted or assessed by any Governmental Authority against the Seller with respect to the Acquired Assets and there is no action, .suit, taxing authority proceeding or audit now in progress, pending or, to the Knowledge of the Seller, threatened in writing against or with respect to the Seller with respect thereto; and (vi) there are no Liens for Taxes (other than for current Taxes not yet due and payable or Liens for Taxes filed as a result of the Chapter I I Case) upon the Acquired Assets.

Section 3. I I Products Liability. The Seller is not subject to or a part of any present material Product Liability Claim (as defined below) by a Third Party as a result of the development, manufacturing, processing, marketing, advertising, distJibution or sale of any product on or before the Closing Date and no reasonable basis for such claim exists. For the purposes of this Agreement, "Products Liability Claim" means any claim, suit, action, or proceeding by a Third Party claiming liability on behalf of the Seller to which the Seller is subject insofar as such liability is based upon, arises out of or is otherwise in respect of any express or implied representation, wammty, agreement or guaranty to a customer, user or purchaser made or claimed to have been made by the Seller or arising out of m- due to, or asserted to be arising out of or due to, the development, manufacturing, processing, marketing, advertising, distribution or sale of any product, vessel or maritime equipment by the Seller on or before the Closing Date.

Section 3.12 Insurance. The Seller maintains the insurance policies covering the property, assets, employees and operations of the Business (including policies providing property, casualty, liability and workers' compensation coverage). Such policies are in full force and effect and will continue in full force and effect immediately following the Closing Date. The Seller has paid all premiums on such policies due and payable prior to the Closing Date. To the Knowledge of the Seller, the Seller has not done anything by way of action or inaction that invalidates any coverage under any such policies in whole or in part.

Section 3.13 Trade Accounts Payable. Schedule 3.13 attached hereto sets forth and constitutes a full and complete list of trade accounts payable of the Seller owed to third parties, incurred by the Seller in the ordinary course of business and entered in the Seller's accounts payable system on or prior to June 30, 20I5 and which remain unpaid as of the date of this Agreement.

Section 3.14 Disclaimer of Other Representations and W an1111ties. The representations and warranties set forth in this Article 3 are the only representations and warranties made by the Seller with respect to the Business, the Acquired Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement. Except as specifically set forth in this Article 3, (a) the Seller is selling the Acquired Assets to the Pmchaser "as is" and "where is" and with all faults, and makes no warranty, express or implied, as to any matter whatsoever relating to the Business, the Acquired Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any patticular use or pmpose, (ii) the operation of the Business by the Purchaser after the Closing in any manner or (iii) the probable success or profitability of the

24


Business after the Closing, and (b) none of the Seller, any of its Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have, or will be subject to, any Liability or indemnification obligation to the Purchaser or any other Person resulting from the distribution to the Purchaser or its Affiliates or representatives of, or the Purchaser's use of, any information relating to the Business, including any descriptive memoranda, summary business descriptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain "data rooms," management presentations, functional "break-out" discussions, responses to questions submitted on behalf of the Purchaser or in any other form in expectation of the tmnsactions contemplated by this Agreement.

ARTICLE4 REPRESENTATIONS AND WARRANTIES OF T.!:,ffi PURCHASER

The Purchaser represents and warrants to the Seller as follows, except as set forth on the disclosure schedule delivered by the Purchaser to the Seller concurrently with the execution and delivery ofthis Agreement and dated as of the date of this Agreement (the "Purchaser Disclosure Schedule"):

Section 4.1 Organization and Good Standing. TRS is a body cmporate of the State of Alabama created pursuant to§§ 16-25-1 et seq., of the Alabama Code, duly organized, validly existing and in good standing under the Laws of the State of Alabama and has all requisite company power and ·authority to conduct its business as it is presently conducted. ERS is a body corporate of the State of Alabama created pursuant to§§ Section 36-27-1 et seq., of the Alabama Code, duly organized, validly existing and in good standing under the Laws of the State of Alabama and has all requisite company power and authority to conduct its business as it is presently conducted

Section 4.2 Authority and Enforceability. The Purchaser has all requisite company power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessa1y action on the prut of the Purchaser. The Purchaser has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery of this Agreement by the Seller, this Agreement constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, subject to (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b} Laws governing specific pe1f01mance, injunctive relief and other equitable remedies.

Section 4.3 No Conflict. Except in any case that would not have a material adverse effect on the ability of the Purchaser to perform its obligations under this Agreement or on the ability of the Pw·chaser to consununate the transactions contemplated by this Agreement, neither the Purchaser's execution, delivery and performance of this Agreement, nor the consummation by the Purchaser of the transactions contemplated by this Agreement, will (a} conflict with or violate the Purchaser's organizational documents, (b) result in a breach or default under or create in any Person the right te1minate, cancel, accelerate or modifY, or require any notice, consent or waiver under, any Contract to which the Purchaser is a party or by which the Purchaser is bound,

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in any case with or without due notice or lapse of time or both, (c) result in the imposition of any lien or other encumbrance on any of the assets of the Purchaser, (d) violate any Law or Judgment applicable to the Purchaser or (e) require the Purchaser to obtain any Governmental Authmization or make any filing with any Governmental Authority.

Section 4.4 Legal Proceedings. There is no Proceeding pending or, to the Purchaser's knowledge, threatened against the Purchaser that questions or challenges the validity of this Agreement or that may prevent, delay, make illegal or otherwise interfere with the ability of the Purchaser to consummate any of the transactions contemplated by this Agreement.

Section 4.5 Financial Capacity. The Purchaser (i) has immediately available cash in an amount sufficient to allow the Purchaser to perform all of its obligations under this Agreement and (ii) immediately prior to Closing will own the indebtedness included in the Credit Bid Amount and be entitled to exercise the Credit Bid.

Section 4.6 No Knowledge of Breach or Inaccuracy. The Purchaser has no knowledge of any breach of, or inaccuracy in, or any fact, event, breach, condition or occurrence that may constitute a breach of, or inaccuracy in, any representation or warranty made by the Seller in this Agreement.

Section 4.7 Independent Investigation. The Purchaser has conducted its own independent investigation, review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Business as it has deemed appropriate, which investigation, review and analysis was done by the Purchaser and its representatives. The Purchaser acknowledges that it and its representatives have been provided adequate access to the personnel, properties, premises and records of the Business for such purpose. In entering into this Agreement, the Purchaser acknowledges that it has relied solely upon the aforementioned investigation, review and analysis and not on any factual representations or opinions of the Seller or its representatives (except the representations and warranties set forth in Article 3). The Purchaser hereby acknowledges and agrees that (a) other than the representations and warranties set forth in Article 3, none of the Seller, any of its Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders make or have made any representation or warranty, express or implied, at law or in equity, as to any matter whatsoever relating to the Business, the Acquired Assets, the Assumed Liabilities or any other matter relating to the transactions contemplated by this Agreement including as to (i) merchantability or fitness for any pru1icular use or purpose, (ii) the operation of the Business by the Purchaser after the Closing in any marmer or (iii) the probable success or profitability of the Business after the Closing, and (b) none of the Seller, any of its Affiliates, or any of their respective officers, directors, employees, agents, representatives or stockholders will have or will be subject to any Liability or indemnification obligation to the Purchaser. or any other Person resulting from the distribution to the Pw-chaser or its Affiliates or representatives of, m· the Purchaser's use of, any information relating to the Business or any other matter relating to the transactions contemplated by this Agreement, including any descriptive memoranda, summary business desc1iptions or any information, documents or material made available to the Purchaser or its Affiliates or representatives, whether orally or in writing, in certain "data rooms," management presentations, functional "break-out" discussions, responses to questions

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submitted on behalf of the Purchaser or in any other form in expectation of the transactions contemplated by this Agreement.

ARTICLES COVENANTS

Section 5.l Access and Investigation. Until the Closing and upon reasonable advance notice from the Purchaser, the Seller will allow the Purchaser and its representatives reasonable access during normal business hours and without umeasonable interference with the operation of the Business to (a) such materials and information about the Business as the Purchaser may reasonably request and (b) specified members of management of the Business as the pm1ies may reasonably agree.

' Section 5.2 Operation of the Business.

(a) Until the Closing, except (i) as required by Law or as a result of the Chapter 11 Case (it being understood that no provision of this Section 5.2 will require the Seller to make any payment to any of its creditors with respect to any amount owed to such creditors on the Petition Date or which would otherwise violate the Bankruptcy Code), (ii) as otherwise set fmth in this Agreement or the Seller Disclosure Schedule or (iii) as othe1wise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will operate, and will conduct the Business in the ordinary course of the Business in all material respects and use its commercially reasonable efforts to keep available the services of the Employees and to preserve the Business' relationships with its customers and others doing business with it.

(b) Until the Closing, except (i) as required by Law or as a result of the Chapter 11 Case (it being understood that no provision of this Section 5.2 will require the Seller to make any payment to any of its creditors with respect to any amount owed to such creditors on the Petition Date or which would othe1wise violate the Bankruptcy Code), (ii) as othe1wise set forth in this Agreement or the Seller Disclosure Schedule, (iii) as a result of the terms of any DIP Loan Document provided to the Seller by the Purchaser or any of its Affiliates, or (iv) as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not:

(i) incur any indebtedness for borrowed money that constitutes an Assumed Liability other than in the ordinary course of the Business;

(ii) materially and adversely amend any material Contract;

(iii) waive or release any right or claim of a material value to the Business other than in the ordinary course of the Business;

(iv) sell, lease or license, or permit any Lien on, any material portion of the Acquired Assets other than in the ordinary course of the Business;

(v) acquire, by merger or consolidation with, or by purchase of all or a substantial portion of the assets or stock of, or by any other manner, any business or

27


entity, or enter into any joint venture, partnership or other similar arrangement for the conduct of the Business;

(vi) materially change the remuneration or terms of employment of any Employee other than (A) in the ordinary course of the Business, (B) as required by Law or as a result of the Chapter 11 Case or (C) for retention, incentive and similar payments relating to the consummation of the transactions contemplated by this Agreement; or

(vii) agree in writing to take any of the foregoing actions.

Section 5.3 Consents and Filings; Commercially Reasonable Efforts.

(a) Subject to the terms and conditions of this Agreement, each of the parties will use their respective commercially reasonable efforts (i) to take promptly, or cause to be taken, all actions, and to do promptly, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement and (ii) as promptly as practicable after the date of this Agreement, to obtain all Governmental Authorizations from, and make all filings with, all Governmental Authorities, and to obtain all other consents, waivers, approvals and other authorizations from, all other third parties, that are necessary or advisable in connection with the authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement.

(b) The Seller and the Purchaser will promptly notify the other of any communication it or any of its Affiliates receives from any Governmental Authority relating to the transactions contemplated by this Agreement, and will permit the other party to review in advance any proposed communication by such party to any Governmental Authority. Neither p31ty will agree to patticipate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other party in advance and, to the extent permitted by such Governmental Authority, gives the other party the opportunity to attend and participate at such meeting. The Seller and the Purchaser will coordinate and cooperate fully with each other in exchanging such information and providing such assistance as the other pruty may reasonably request in connection with the foregoing. The Seller and the Purchaser will provide each other with copies of all cotrespondence, filings or communications between them or any of their representatives, on the one hand, and any Govennnental Authority or members of its staff, on the other hand, with respect to this Agreement and the transactions contemplated by this Agreement.

Section 5.4 Supplements to Disclosm-e Schedules. The Seller may, from time to time prior to the Closing by written notice to the Purchaser, supplement the Seller Disclosm-e Schedule or add a schedule to the Seller Disclosure Schedule (such added schedule to be deemed a supplement hereunder) in order to disclose any matter which, if occurring prior to the date of this Agreement, would have been required to be set forth or described in the Seller Disclosure Schedule or to correct any inaccuracy or breach in the representations and warranties made by the Seller in this Agreement. Subject to this Section 5.4, none of such supplements to the Seller Disclosure Schedule will be deemed to cure the representations and W31Tanties to which such matters relate with respect to satisfaction of the conditions set forth in Section 6.l(a) or otherwise affect any other term or condition contained in this Agreement; provided, however, that unless

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the Purchaser will have delivered a notice of te1mination with respect to such matter as contemplated by Section 7.1 Cb) (to the extent the Purchaser is entitled to deliver such notice pursuant to Section 7.1(b)) within ten (1 0) Business Days of the receipt by the Purchaser of any supplement to the Seller Disclosure Schedule pursuant to this Section 5.4, then the Purchaser will have waived any and all rights to ternrinate this Agreement pursuant to Section 7.1Cb) or otherwise arising out of or relating to the contents of such supplement and the resulting breach or breaches of the representations and warranties and the Purchaser will be deemed to have accepted the contents of such supplement for all purposes of this Agt·eement; and provided, further, that from and after the Closing, the Seller will have no Liability pursuant to this Agreement for any matters arising out of or relating to any of the matters disclosed on the Seller Disclosure Schedule, as supplemented or amended by the Seller prior to the Closing.

Section 5.5 Confidentiality. Following the Closing, the Sellet· will, and will instruct its directors, officers, employees and advisors to, hold in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all Confidential Infotmation relating to the Business, except to the extent that such Confidential Information (i) must be disclosed in connection with the obligations of the Seller pursuant to this Agreement, (ii) can be shown to have been in the public domain through no fault of the Seller, (iii) becomes a matter of public record as a result of the Chapter II Case and filings made with the Bankruptcy Comt with respect thereto or (iv) was later lawfully acquired by the Seller from sources other than those related to its prior ownership of the Business. Notwithstanding the foregoing, in no event will this Section 5.5 limit or otherwise restrict the right of the Seller to ·disclose such Confidential Information (w) to its and its Affiliates' respective directors, officers, employees, agents and advisors to the extent reasonably required to facilitate any delive1y or performance of this Agreement, and (x) to any Governmental Authority or arbitrator to the extent reasonably required in connection with any Proceeding relating to the enforcement of this Agreement.

Section 5.6 Public Announcements. Prior to the Closing, neither the Purchaser nor the Seller will issue any press release or make any other public announcement relating to this Agreement or the transactions contemplated hereby without the prior written approval of the other party (which approval will not be mueasonably withheld, conditioned or delayed), unless required by applicable Law. Prior to issuing any such press release or making any such other public announcement as required by applicable Law, the disclosing party will give the other party a copy of the proposed press release or other announcement and reasonable oppmtunity to comment on the same.

Section 5. 7 Further Actions. Subject to the other express provisions of this Agreement, upon the request of either pruty to this Agreement, the other party will execute and deliver such other documents, instruments and agreements as the requesting party may reasonably require for the purpose of carrying out the intent of this Agreement and the transactions contemplated by this Agreement.

Section 5.8 Bulk Transfer Laws. The Purchaser hereby waives compliance by the Seller with any applicable bulk sale or bulk transfer Laws of any jurisdiction in connection with the transactions contemplated by this Agreement.

Section 5.9 Bankruptcy Court Filings.

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(a) The Seller will file with the Bankruptcy Comt on the Petition Date a motion in form and content acceptable to the Purchaser (the "Sale and Procedures Motion"), seeking entry of an order substantially in the form attached hereto as Exhibit D and othetwise acceptable in fotm and content to the Purchaser (the "Bidding Procedures Order") approving, among other things, (i) bidding procedures to govern the solicitation of bids and the conduct of an auction for the Acquired Assets under the supervision of the Bankruptcy Court (the "Bidding Procedures"); and (ii) procedures for the assumption and assignment of Executory Contracts as contemplated in this Agreement (the "Assumption Procedures").

(b) · The Seller will use its good faith and commercially reasonable efforts to have the Bankmptcy Cowt (i) file the Sale and Procedures Motion as promptly as practicable following the date of this Agreement but in no event later than July 15, 2015, (ii) enter the Bidding

. Procedures Order as promptly as practicable following the date of this Agreement but in no event later than August 19,2015, (iii) cause the Bidding Procedures Order to provide that the Auction will be held no later than October 3,. 2015, and the Seller will use its good faith and commercially reasonable efforts to (x) obtain entry of the Sale Order as promptly as practicable following the date on which the Auction is closed, but in no event later than November 24, 2015, and (y) conswnmate the Closing as promptly as practicable after entry of the Sale Order, but in no event less than twenty (20) days thereafter. The Purchaser and the Seller will use their respective good faith and commercially reasonable efforts to cause the Bidding Procedures Order and the Sale Order to become Final Orders as soon as practicable after their entry.

(c) The Purchaser will cooperate with and promptly take such actions as are reasonably requested by the Seller to assist in obtaining entry of the Bidding Procedures Order and the Sale Order, including furnishing affidavits or other documents or information for filing with the Banla-uptcy Court for purposes, among others, of providing necessary assurances of petformance by the Purchaser under this Agreement, adequate assurance of petfotmance by the Purchaser from and after the Closing under the Included Contracts, and the Purchaser shall have the burden of demonstrating that the Pw·chaser is a "good faith" pw·chaser under Section 363(m) of the Bankruptcy Code. Except as required by Section 5.9(a). the Seller will not, without the pl'ior written consent of the Purchaser, file, join in, or othetwise support in any manner whatsoever any motion or other pleading relating to the sale of the Acquired Assets hereunder.

(d) If an appeal is taken, or a stay pending appeal is requested from either the Bidding Procedures Order or the Sale Order, the Seller will promptly notify the Purchaser of such appeal or stay request and the Purchaser and the Seller will take all steps as may be reasonable or appropriate to defend against such appeal or stay request Notwithstanding the foregoing, nothing in this Agreement precludes the parties fi·om consummating the transactions contemplated by this Agreement if the Sale Order has been entered and has not been stayed and the Purchaser, in its sole discretion, waives in wl'iting the condition set forth in Section 6.J(e) that the Sale Order be a Final Order.

Section 5.10 Exclusivitv: Solicitation.

(a) The Purchaser and the Seller acknowledge that under the BankJ-uptcy Code the sale of Acquired Assets is subject to approval of the BankJ-uptcy Court. The Purchaser and the Seller acknowledge that to obtain such approval the Seller must demonstrate that it has taken

30


reasonable steps to obtain the highest or best value possible for the Acquired Assets, including giving notice of the transactions contemplated by this Agreement to creditors and other interested parties as ordered by the Bankruptcy Court, providing information about the Acquired Assets to prospective bidders, entertaining higher or better offers from prospective bidders and, if necessary, conducting an Auction.

(b) As consideration for substantial expenditures of time, effort and expense undertaken and continuing by the Purchaser in connection with the completion of its due diligence review of the Business and the preparation, negotiation, and execution of this Agreement, the Seller acknowledges and agrees that (i) subject to the entry of the Bidding Procedures Order, the Purchaser will be the stalking horse bidder at the Auction, (ii) the Seller will not participate in any negotiations for the purpose of naming any Person other than the Purchaser as the stalking horse bidder in the Auction, and subject to the entry of the Bidding Procedures Order, no Person other than the Purchaser will be the stalking horse bidder at the Auction and (iii) the Seller will actively oppose any effort by any other Person to be the stalking horse bidder; provided, however, that consistent with its fiduciary duties to elicit the highest and best offer for the Acquired Assets and to conduct the Auction, notwithstanding any provision in this Agreement to the contrary, the Seller and its representatives and Affiliates may (x) following the entry of the Bidding Procedures Order, solicit, encourage and negotiate higher or better offers for the Acquired Assets under the te1ms of the Bidding Procedures Order, (y) prior to the entry of the Bidding Procedures Order, in response to an Alternative Transaction for some or all of the Acquired Assets that was not solicited after the date hereof, continue to participate in negotiations or discussions with, request clarifications from, or furnish information to, any Person which made such Alternative Transaction, and (z) solicit bids from other prospective purchasers for the sale of the Acquired Assets, on terms and conditions substantially the same in all respects to this Agreement (or improved terms).

Section 5.11 Purchaser Confidentiality. The Purchaser acknowledges that the information provided to it in connection with this Agreement and the transactions contemplated hereby is subject to the terms of Section 10.17 of the Pre-Petition Credit Agreement (the "Confidentialitv Agreement"), the te1ms of which are incorporated herein by reference. Effective upon, and only upon, the Closing Date, the Confidentiality Agreement shall terminate with respect to infmmation relating solely to the Business or otherwise included in the Acquired Assets; provided, however, that the Purchaser acknowledges that any and all other Confidential Information provided to it by the Seller or its representatives concerning the Seller shall remain subject to the terms and conditions of the Confidentiality Agreement after the Closing Date. ·

Section 5.12 Assumption & Rejection ofExecutmy Contracts.

(a) Schedule 5.12 {the "Contract & Cure Schedule") sets fmth a list of Executory Contracts that the Seller may assume and assign to the Pnrchaser in accordance with Section 5.12(b) below (each, an "Assumable Executory Contract") or reject under Section 365 of the Bankruptcy Code. The cure amounts in respect of each Assumable Executory Contract shall be determined by the Seller and the Purchaser prior to the filing of the Sale and Procedures Motion, and shall be as set forth as Exhibit I to the Notice of Proposed Assumption and Assignment of Executory Contracts and Unexpired Leases (the form of which is attached to the Sale and

31


Procedures Motion). From the date of this Agreement until the Executory Contract Designation Deadline, the Purchaser in its sole and absolute discretion may amend the Contract & Cure Schedule to (i) add or remove any Executory Contract or (ii) modifY the treatment of any Executory Contmct. The term "Executory Contract Designation Deadline" means the later of (x) the Closing Date or (y) the third Business Day following the date upon which any objection to assumption and assignment of the Executory Contract or the proposed cure amount is resolved pursuant to the Final Order.

(b) All Executory Contmctq that are assumed will be deemed and assigned to the Purchaser on the date (the "Assumption Effective Date") that is the later of (i) the Closing Date or (ii) (A) the date following expiration of the deadline for objecting to assumption and assignment of the Executory Contract or to a proposed cure amount, if no such objection is submitted or (B) the third Business Day following the date of resolution of any such objection. On the Assumption Effective Date, such Executory Contract will be deemed to be an Included Contract under this Agreement. If it is dete1mined that the Seller may not assume and assign to the Purchaser any Executory Contract under the Assumption Procedures or the Sale Order, then such Executory Contract will be deemed to be an Excluded Contmct under this Agreement. From the date of this Agreement until the Executory Contract Designation Deadline, the Purchaser in its sole and absolute discretion may amend Schedule 2.1m or Schedule 2.3(d) to add or remove any Executory Contract or modifY the Assumption Effective Date for any Executory Contract listed therein, if such date has not passed.

(c) All Executory Contracts that are listed on the Contract & Cure Schedule, but are not assumed under Section 5 .12(b) (unless the Seller elects by written notice to the Purchaser to retain the right to assume any such Executory Contract and treat it as an Excluded Contract), will be rejected on the date (the "Rejection Effective Date") that is the later of (i) the Closing Date or (ii) (A) the date following expiration of the deadline for objecting to assumption and assignment of the Executory Contract, if no such objection is submitted or (B) the date of resolution of any such objection provided the contract is not assumed. On the RC<iection Effective Date, such Executory Conll"!lct will be deemed to be an Excluded Contract under this Agreement.

(d) At and after Closing and until the Executory Contract Designation Deadline, the Purchaser will be obligated to pay or cause to be paid all amounts due in respect of the Seller's performance under each Executory Contract listed on the Contract & Cure Schedule until the Rejection Effective Date or the removal of such Executory Contract from the Contract & Cure Schedule.

(e) The Seller and the Purchaser will comply with the procedures set forth in the Assumption Procedures and the Bidding Procedures Order with respect to the assumption and assignment or rejection of any Executory Contract pursuant to, and in accordance with, this Section 5 .12.

(f) No designation of any Executory Contract for assumption and assignment or n:jection in accordance with this Section 5.12 will give rise to any 1·ight to any adjustment to the Purchase Price.

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Section 5.13 Purchaser as Back-Up Bidder. If an Auction is conducted, and the Seller does not choose the Purchaser as the bidder as having submitted the highest or otherwise best bid at the conclusion of such Auction (such prevailing party, the "Prevailing Bidder"), but instead chooses the Purchaser (based on the terms and conditions set fmih in this Agreement) as the bidder as having submitted the next highest or otherwise best bid at the conclusion of such Auction, the Purchaser shall be required to serve as the back-up bidder (the "Back-Up Bidder") and the Purchaser's bid to consummate the transactions contemplated by this Agreement on the terms and conditions set forth in this Agreement shall remain open and in-evocable until the earlier of (i) 5:00p.m. (prevailing Eastern time) on the date which is the sixtieth (60th) day after the hearing conducted by the Bankruptcy Court approving such Alternative Transaction (the "Outside Back-Up Date") and (ii) the date of closing of such Altemative Transaction with the Prevailing Bidder. Following the Auction and prior to the Outside Back-Up Date, if the P1-evailing Bidder fails to consummate the applicable Alternative Transaction as a result of a: breach or failure to pe1form on the part of such P1-evailing Bidder, the Back-Up Bidder will be deemed to have the new prevailing bid and be the Prevailing Purchaser (the "Back-Up Purchaser"), and the Seller will be authorized, without further order of the Bankmptcy Court, to consummate the transactions contemplated by this Agreement on the terms and conditions set fmih in this Agreement with the Back-Up Bidder. For the avoidance of doubt, in the event the Purchaser consummates the transaction contemplated by this Agreement as the Back-Up Purchaser pursuant to this Section 5.13, the Purchaser (x) shall be entitled to the Break-Up Fee to the extent set forth in Section 7.3 of this Agreement and (y) shall be required to purchase the Acquired Assets or consummate the transaction contemplated by this Agreement at a purchase price no greater than the Purchase Price.

ARTICLE6 CONDITIONS PRECEDENT TO OBLIGATION TO CLOSE

Section 6.1 Conditions to the Obligation of the Purchaser. The obligation of the · Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part, in its sole and absolute disc1-etion):

(a) Accuracy of Representations and Warranties. The representations and warranties of the Seller in Article 3 must be tme and con-ect in all respects as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in 'which case such representation or warranty must have been true and cmrect in all respects as of such date), except where the failure of such representations and warranties to be so true and correct (without regard for any "material," "Material Adverse Effect" or similm· qualification) would not, individually or in the aggregate, constitute a Material Adverse Effect;

(b) Performance of Covenants. All of the covenants and obligations that the Seller is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects;

(c) No Action. There must not be in effect any Law or Judgment that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement;

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(d) Bidding Procedures Order. The Bidding Procedures Order must not be stayed, vacated, modified, or subject to a request for such relief and shall be in form and content reasonably satisfactory to the Purchaser;

(e) Sale Order. The Sale Order (i) must be a Final Order, (ii) must include language satisfactory to the Purchaser, in its reasonable discretion, assuring that the Purchaser will not be subject to successor liability for any claims or causes of action of any kind or character against the Seller, whether known or unknown, unless expressly assumed pursuant to this Agreement, and {iii) must otherwise be reasonably satisfactory to the Purchaser in form and content;

(f) No Material Adverse Effect. There shall not have occurred any event or occurrence (regardless of whether such event or occunence constitutes a breach of any representation, warranty, or covenant of the Seller under this Agreement) after the date of this Agreement which has had or would reasonably be expected to have, individually or in the aggregate, a Matetial Adverse Effect;

(g) Transaction Documents. The Seller must have delivered or caused to be delivered each document that Section 2.8(a) requires it to deliver;

(h) Credit Bid. No Challenge shall then be pending, and no Challenge shall have been resolved by Final Order in a marmer which would limit, cUitail, reduce, suspend, stay or enjoin the right of the Pw·chaser to tender the Credit Bid in the full Credit Bid Amount; and

(i) Plan Support Agreement. The Plan Support Agreement has not been te1minated, and the Bankruptcy Court has entered a Final Order approving the Plan.

Section 6.2 Conditions to the Obligation of the Seller. The obligation of the Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions (any of which may be waived by the Seller, in whole or in part):

(a) Accuracy of Representations and W=anties. The representations and warranties of the Purchaser in Article 4 must be tme and correct in all material respects as of the Closing (except to the extent any such representation or warranty speaks as of the date of this Agreement or any other specific date, in which case such representation or warranty must have been tme and co !Teet in all material respects as of such date);

{b) Performance of Covenants. All of the covenants and obligations that the PUI·chaser is required to perfo1m or comply with under this Agreement on or before the Closing Date must have been duly pelformed and complied with in all matetial respects;

(c) No Action. There must not be in effect any Law or Judgment that would prohibit or make illegal the consummation of the transactions contemplated by this Agreement;

(d) Bidding Procedures Order. The Bidding Procedures Order must have been entered and must not have been stayed as of the Closing Date;

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(e) Sale Order. The Sale Order must be a Final Order and must be reasonably· satisfactory to the Seller in form and content; and

(f) Transaction Documents. The Purchaser must have delivered or caused to be delivered to the Seller each document that Section 2.8(b) requires it to deliver.

ARTICLE? TERMINATION

Section 7.1 Termination Events. This Agreement may, by written notice given before or at the Closing, be terminated:

(a) by mutual consent of the Purchaser and the Seller;

(b) by the Pmchaser (so long as the Purchaser is not then in material breach of any of its representations, wananties or covenants contained in this Agreement), if (i) there has. been a breach of any of the Seller's representations or warranties contained in this Agreement, which would result in the failure of a condition set forth in Section 6.1(a) or (ii) there has been a breach of any of the Seller's covenants contained in this Agreement, which would result in the failure of a condition set forth in Section 6.l(b), and which breach, in case of either clause (i) or (ii) of this Section 7.1(b) has not been cured within ten (10) days after written notice of the breach has been delivered to the Seller from the Purchaser;

(c) by the Seller (so long as the Seller is not then in material breach of any of its representations, wan·anties or covenants contained in this Agreement), if there has been a breach . of any of the Purchaser's representations, wananties or covenants contained in this Agreement, which would result in the failure of a condition set f01th in Section 6.2(a) or Section 6.2(b), and which breach has not been cured within ten (1 0) days after written notice of the breach has been delivered to the Purchaser fi·om the Seller;

(d) by either the Purchaser or the Seller, if there is in effect a Final Order restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement; provided, however, that the right to terminate this Agreement under this Section 7.Hd) will not be available to any party whose failure to fulfill any covenant under this Agreement has been the eause of or resulted in the action or event described in this Section 7 .l(d) occurring;

(e) by either the Purchaser or the Seller, if the Seller accepts an Alternative Transaction with any Person other than the Purchaser or its Affiliates;

(f) by either the Purchaser or the Seller, if the Sale Order has not been entered by the Bankmptcy Court on or prior to seven (7) days after the Sale Hearing;

(g) by the Purchaser, if the Closing has not occurred (other than through the failure of the Purchaser to comply fully with its obligations under this Agreement) on or before thirty (30) days following entry of the Sale Order;

35


(h) by the Seller, if the Closing has not occurred (other than through the failure of the Seller to comply fully with its obligations under this Agreement) on or before forty-five (45) days following entry of the Sale Order; or

(i) by the Purchaser, if (x) the Seller's Chapter ll Case is converted to a case under Chapter 7 of the Bankruptcy Code, or (y) there is appointed in the Seller's Chapter ll Case a tmstee or examiner with enlarged powers under Section 11 06(b) of the Bankruptcy Code.

Section 7.2 Effect of Termination. If this Agreement is terminated pursuant to Section 7.1, this Agreement and all lights and obligations of the parties under this Agreement automatically end without Liability against any party or its Affiliates, except that (i) Section 5.6 (Public Announcements), Section 5.11 (Purchaser Confidentiality), Section 5.13 (Back-Up Bidder), Section 7.3 (Termination Payment), Article 11 (General Provisions) (except for Section 11.12 (Specific Peiformance)) and this Section 7.2 will remain in full force and survive any termination of this Agreement, (ii) if this Agreement is terminated by a party because of the knowing and intentional breach of this Agreement by the other party or because one or more of the conditions to the terminating party's obligations under this Agreement is not satisfied as a result of the other party's knowing and intentional failure to comply with its obligations under this Agreement, the terminating party's right to pursue all legal remedies will survive such termination unimpaired, and (iii) the Seller shall remain liable for any prepetition debt obligation and any DIP Loan facility obligation owed to the Purchaser.

Section 7.3 Termination Payment. In consideration of the substantial commitment of time and resources by the Purchaser the preparation, negotiation, execution and petformance of this Agreement, the Seller hereby agrees that upon acceptance of any Alternative Transaction, whether or not consummated (a "Break-Up Event"), the Purchaser shall be entitled to a cash payment of $2,000,000.00 (the "Break-Up Fee"); provided, however, that in the event that the Break-Up Event is not consummated, the Break-Up Fee shall only be payable (i) to the extent of any deposit that has been actually forfeited by the counterparty to such Break-Up Event in accordance with the Bidding Procedures and Bidding Procedures Order and (ii) the Purchaser shall have complied with its obligations as Back-Up Bidder (if applicable) under Section 5.13. The Break-Up Fee shall be paid in immediately available funds upon the occurrence of any Break-Up Event and without need for any further Order of the Bankruptcy Court. For the avoidance of doubt, (x) if a Break-Up Event is consummated, the Break-Up Fee shall be paid from the cash proceeds of the Break-Up Event upon the occurrence of the Break-Up Event, and (y) if the Break-Up Event is not consummated, the Break-Up Fee shall be allowed as a supetpriority administrative expense claim against the Seller's bankmptcy estate, but only in an amount equal to the deposit (if any) actually forfeited by the counte1party to such Break-Up Event in accordance with the Bidding Procedw-es and Bidding Procedw·es Order, and shall be subject to the further conditions that the Purchaser shall have complied with its obligations as Back-Up Biddet· (if applicable) under Section 5.13.

ARTICLES NO SURVIVAL

Section 8.1 No Survival of Representations and Wananties and Certain Covenants. The representations, warranties and covenants (other than covenants that, by their terms, smvive

36


the Closing or termination of this Agreement) in this Agreement terminate at the Closing, or upon termination of this Agreement pursuant to Section 7.1 and, following the Closing or the termination of this Agreement, as the case may be, no party will make any claim whatsoever for any breach of any such representation, wruTanty or covenant hereunder, subject to Section 7 .2.

ARTICLE9 TAX MATTERS

Section 9.1 Transfer Taxes. The Purchaser will pay in a timely manner all applicable sales, use, ad valorem, property, transfer, conveyance, documentary, recording, notarial, value added, excise, registration, stamp, gross receipts and similar Taxes and fees ("Transfer Taxes"), arising out of or in connection with or attributable to the transactions effected pursuant to this .Agreement, including expenses and fees relating to registering Acquired Intellectual Property in the name of the Purchaser or its designee, regardless of whether such Transfer Taxes, expenses and fees are imposed by Law on the Pw·chaser, the Acquired Assets or the Seller. Any Tax Retums that must be filed in connection with any Transfer Taxes will be prepared by the party that customarily has primary responsibility for filing such Tax Returns pursuant to the applicable Law under and according to which the respective Tax Retums are due to be filed; provided, however, that the preparing party will deliver snch Tax Returns for the other party's review and approval (not to be unreasonably withheld, conditioned or delayed) at least ten (10) Business Days prior to the applicable due date. The parties will cooperate with each other in the provision of any information or preparation of any documentation that may be necessary or useful for obtaining any available mitigation, n:duction or exemption from any such Transfer Taxes.

Section 10.1 Employees.

ARTICLE tO EMPLOYEE MA TIERS

(a) On or before the Closing, the Purchaser will (i) extend a written offer of employment to the individuals holding senior management positions as identified on Schedule 10.1 and (ii) offer at will employment to all other categories of employees identified in Schedule 10.1 who are employed by the Seller on the Closing Date (collectively, the "Employees") (which schedule will be updated by the Seller prior to the Closing Date by deleting those individuals no longer employed in connection with the Business and adding any individuals who have become so employed since the schedule was first prepared or the last revision thereto, as the case may be). Effective as of the Closing Date, the Purchaser will hire each Employee who timely accepts an offer of employment extended by the Purchaser (such Employees, the "Transferred Employees"). An offer of employment extended by the Purchaser to an Employee in accordance with the foregoing provisions of this Section 10.1 will be for a position with job duties substantially similar to the job duties of the position that the Employee held immediately prior to the Closing Date and on at least the same terms and conditions as those in effect immediately prior to the Closing Date including any terms and conditions required by any applicable employment agreement; provided, however, that such offer of employment (x) shall include and carry-over any accmed, but unpaid vacation, sick and personal days that were in existence prior to the Closing Date, and (y) shall not include any option or equity benefits that were in existence prior to the Closing Date. The Purchaser will extend an offer of employment to Employees who

37


are on an approved leave of absence for workers compensation, disability, military, family illness or parental leave as of the Closing Date to at least the same extent, if any, as such Employees would be entitled to reemployment under either applicable Law or the Seller's policies and procedures in existence immediately prior to the Closing Date, and any such Person who accepts such an offer will be treated as a Transferred Employee.

(b) To the extent that length of service is relevant for purposes of eligibility, vesting or benefit accrual under any employee benefit plan, program or arrangement established or maintained by the Purchaser for the benefit of Transferred Employees, such plan, program or arrangement will credit such employees or former employees for service on or prior to the Closing with the Seller and its Affiliates.

Section 10.2 Defined Contribution Plan.

(a) Effective as of the Closing Date, the Transferred Employees will no longer participate in the Signal International, Inc. 40l(k) Plan (the "Savings Plan"), and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. As of the Closing Date, the Seller will cause each Transferred Employee to be one hundred perceot (100%) vested in his or her account balance. As soon as practicable after the Closing Date, the Seller will cause the transfer of an amount representing the entire account balances of the Transferred Employees who pa1ticipated in the Savings Plan immediately prior to the Closing Date determined as of the plan valuation date coinciding with or next preceding the date of the account balance transfer, together with the actual return thereon from such valuation date to the date of account balance transfer, to the trustee, designated by the Pw·chaser, of the qualified trust established or maintained by the Purchaser in accordance with the following sentence.

(b) After the Closing Date, the Purchaser will establish or provide the Transferred Employees with a new savings plan intended to be qualified under Sections 40l(a) and 40l(k) of the Code, which shall provide (i) for immediate eligibility for participation for each Transferred Employee who participated in the Savings Plan immediately prior to the Closing Date, (ii) each such Transfe1red Employee with an initial account balance equal to the amount transferred to the Purchaser's savings plan in respect of such Transferred Employee's interest in the Savings Plan (iii) vesting and eligibility provisions that are no less favorable than those of tile Savings Plan as in effect immediately prior to the Closing Date, applied by aggregating service with the Seller and its Affiliates prior to the Closing Date with service with the Purchaser and its Affiliates on and after the Closing Date and (iv) to the extent applicable, loan roll-overs from the Savings Plan to the new savings plan with respect to any Transferred Employees. The Seller and tile Purchaser agree to cooperate fully with respect to the actions necessary to effect the transactions contemplated in this Section 1 0.2, including the provision of records and information as each may reasonably request from the other.

(c) Following the date of the asset transfer described in this Section 10.2, the Purchaser will assume all Liabilities of the Seller and its Affiliates under the Savings Plan with respect to accrued benefits of the Transferred Employees, and the Seller and its Affiliates will have no further Liability to the Purchaser or any Transferred Employees with respect thereto following the date of transfer.

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Section 10.3 Welfare Arrangements. To the extent that any medical, dental, hospitalization, life or other similar health, welfare or insurance benefits are provided to Transfened Employees through one or more of the Seller Employee Benefit Plans (the "Welfare Plans"), the Purchaser agrees to designate or establish, effective as of the Closing, one or more benefit plans, programs or arrangements for the purpose of providing such benefits to Transferred Employees. The Purchaser will cause such benefit plans, programs or arrangements to (i) waive any preexisting condition limitations for conditions covered under the applicable Welfare Plans available to the Transferred Employees immediately prior to the Closing and any applicable waiting periods, and (ii) credit TI·ansfeJTed Employees with any deductible and out-ofpocket expenses incurred by such employees and their dependents under the Welfare Plans during the portion of 20 15 preceding the Closing Date for purposes of satisfying any applicable deductible or out-of-pocket requirements under any similar plan, program or arrangement in which such employees may be eligible to participate after the Closing Date. With respect to aggregate lifetime maximum benefits available under the Purchaser's welfare benefit plans, a Transferred Employee's prior claim experience under any of the Welfare Plans will not be taken into account. Effective as ofthe Closing Date, the Transferred Employees (and their dependents) will no longer participate in the Welfare Plans and the Seller will have taken all such action prior to the Closing Date as may be required to achieve this result. For the avoidance of doubt, effective as of the Closing Date, Purchaser shall assume (i) the Seller's COBRA obligations relating to M&A Qualified Beneficiaries (as such te1m is defined in 26 C.F.R. § 54.4980B-9, Q&A-4) and (ii) any claims incurred under Seller's Employee Benefit Plan prior to the Closing Date with respect to the Transfell'ed Employees.

Section 10.4 WARN Act. The Purchaser and the Seller agree to cooperate in good faith to determine whether any notification may be required under the WARN Act as a result of the transactions contemplated by the Agreement and, if such notices are required, to provide such notice in a manner that is reasonably satisfactory to each of the Purchaser and the Seller. The Pmchaser hereby agrees that it shall not fail to re-hire more than 49 of the Seller's employees, and the Seller agrees that upon confirmation of such agreement no WARN Act notification shall be required. For the avoidance of doubt, the Purchaser shall not be responsible for any WARN Act violations by the Seller and is not assuming any liabilities of the Seller related to such Warn Act violations.

ARTICLE11 GENERAL PROVISIONS

Section 11.1 Notices. All notices and other communications under this Agreement must be in writing and are deemed duly delivered when (a) delivet·ed if delivered personally or by nationally recognized overnight courier service (costs prepaid), (b) sent by facsimile with confirmation of transmission by the u·ansmitting equipment (or, the first Business Day following such transmission if the date of transmission is not a Business Day) or (c) received or rejected by the addressee, if sent by United States of America certified or registered mail, return receipt requested; in each case to the following addresses or facsimile numbers and marked to the attention of the individual (by name or title) designated below (or to such other address, facsimile number or individual as a patty may designate by notice to the other party):

If to the Seller:

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Signal International, Inc. RSA Battle House Tower 11 North Water Sb·eet Suite 16250 Mobile, Alabama 36602 Telephone: (251) 544-2623 Facsimile: (251) 544-2643 Attention: Chris Cunningham, CPO

with a copy (which will not constitute notice) to:

Hogan Lovells US LLP 875 Third Avenue New York, New York 10022 Telephone: (212) 918-3000 Facsimile: (212) 918-3100 Attention: Christopher R. Donoho III

If to the Purchaser:

Teachers' Retirement System of Alabama The Retirement Systems of Alabama 20 I South Union Street Montgome1y, Alabama 36130 Telephone: (334) 517-7109 Facsimile: (334) 517-7099 Email: [email protected] Attention: M. Hunter Han-ell

with a copy (which will not constitute notice) to:

Burr & Forman LLP 420 North 20d' Sb-eet, Suite 3400 Birmingham, Alabama 35203 Telephone: (205) 458-5471 Facsimile: (205) 244-5679 Email: [email protected] Attention: Derek F. Meek

Section 11.2 Amendment. Except as contemplated by Sections 2.3(a), 5.4 or 5.12, this Agreement may not be amended, supplemented or otherwise modified except in a written document signed by each party to be bound by the amendment and that identifies itself as an amendment to this Agreement.

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Section 11.3 Waiver and Remedies. The patties may (a) extend the time for performance of any of the obligations or other acts of the other party to this Agreement, (b) waive any inaccuracies in the representations and warranties of the other party to this Agreement contained in this Agreement or (c) waive compliance with any of the covenants or conditions for the benefit of such party contained in this Agreement. Except as contemplated by Section 5.4: (i) any such extension or waiver by a party to this Agreement will be valid only if set f01th in a written document signed on behalf of the pruty against whom the extension or waiver is to be effective; (ii) no extension or waiver will apply to any time for perfOrmance, inaccuracy in any representation or watTanty, or noncompliance with any covenaiit or condition, as the case may be, other than that which is specified in the written extension or waiver, and (iii) no failure or delay by a party in exercising any right or rentedy under this Agreement or any of the documents delivered pursuant to this Agreement, and no course of dealing between the parties, operates as a waiver of such right or remedy, and no single or partial exercise of any such right or remedy precludes any other or further exercise of such right or remedy or the exercise of any other right or remedy. Except as provided in Section 5.4, any enumeration of a party's rights and remedies in this Agreement is not intended to be exclusive, and a party's rights and remedies are intended to be cumulative to the extent permitted by law and include any rights and remedies authorized in law or in equity. Notwithstanding anything to the contrru-y herein, any deadline set f01th in this Agreement that (i) does not fall on a Business Day shall automatically be extended to the next Business Day, or (ii) requires the Bankruptcy Court to either (x) hold a hearing on or by a specified date, or (y) enter an order by a specified date, shall be subject to the Bankruptcy Court's availability and calendar and such deadline shall automatically be extended to such date as the Bankruptcy Court is available or its calendar shall permit it to hold such hearing or enter such order, as applicable.

Section 1 1.4 Entire Agreement. This Agreement (including the Schedules and Exhibits hereto and the doclJments aiid instruments referred to in this Agreement that are to be delivered at the Closing) constitutes the entire agreement between the parties aiid supersedes any prior understaiidings, agreements or representations by or between the pru1ies, or either of them, written or oral, with respect to the subject matter of this Agreement.

Section 11.5 Assignment, Successors and No Third Party Rights. This Agreement binds and benefits the parties and their respective successors (including any trustee, receiver, receiver-manager, interim receiver or monitor or similar officer appointed in any respect of the Seller under Chapter 11 or Chapter 7 of the Bankruptcy Code and aiiy entity appointed as a successor to the Seller pursuant to a confitmed Chapter 11 plan). No pa1ty may delegate any performance of its obligations under this Agreement, except that the Purchaser may at any time delegate the performance of its obligations (other than the obligation to pay the Purchase Price) to aiiY Affiliate of the Purchaser so long as the Purchaser remains fully responsible for the petformance of the delegated obligation. The Purchaser may designate one or more Affiliates, including any special purpose entities that may be organized by the Purchaser for such purpose, to take title to the Acquired Assets or any p01tion thereof and operate the business going fmward, aiid upon written notice to the Seller of aiiY such designation by the Purchaser, the Seller agrees to execute aiid deliver all instruments of transfer with respect to the Acquired Assets directly to, and in the name of, the Purchaser's designees. Nothing expressed or referred to in this Agreement will be construed to give aiiY Person, other than the parties to this Agreement, aiiy legal or equitable right, remedy or claim under or with respect to this Agreement

41


or any provision of this Agreement except such rights as may inure to a successor or petmitted assignee under this Section 11.5.

Section 11.6 Severability. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.

Section 11.7 Exhibits and Schedules. The Exhibits and Schedules to this Agreement are incorporated herein by reference and made a part of this Agreement. The Seller Disclosure Schedule and the Purchaser Disclosure Schedule are arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs of Alticle 3 and Article 4, respectively; The disclosure in any section or paragraph of the Seller Disclosure Schedule or the Purchaser Disclosure Schedule, and those in any amendment or supplement thereto, will be deemed to relate to each other provision of Atticle 3 or Alticle 4, respectively.

Section 11.8 Interpretation. In the negotiation of this Agreement, each party has received advice from its own attorney. The language used in this Agreement is the language chosen by the parties to express their mutual intent, and no provision of this Agreement will be interpreted for or against either pruty because that party or its attorney drafted the provision.

Section 11.9 Expenses. Except as set forth in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, each pruty will pay its own direct and indirect expenses incurred by it in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated by this Agreement, including all fees and expenses of its advisors and representatives.

·Section 11.10 Governing Law. Except to the extent the mandatory provisions of the Bankruptcy Code apply, the intemal laws of the State of Alabama (without giving effect to any choice or conflict of law provision or rule (whether of the State of Alabama or any other jurisdiction) that would cause the application of laws of any other jurisdiction) govem all matters arising out of or relating to this Agreement and its Exhibits and Schedules and the transactions contemplated by this Agreement, including its validity, interpretation, construction, performance and enforcement and aJiy disputes or controversies arising therefrom or related thereto.

Section· 11.11 Limitation on Liability. NOTWITHSTANDING ANY OTHER PROVISION OF

THIS AGREEMENT TO THE CONTRARY, IN NO EVENT WILL ANY PARTY OR ANY OF ITS

AFF1LIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR

CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, WSS OF REVENUE OR LOST SALES) IN CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES OR INJURIES ARISING OUT OF THE

CONDUCT OF SUCH PARTY PURSUANT TO THIS AGREEMENT REGARDLESS OF WHETHER THE NONPERFORMING PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR NOT.

Section 11. 12 Specific Performance. The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by either party in accordaJice with such party's specific terms or were otherwise breached by such party. The parties accordingly agree that, prior to the termination of this Agreement pursuant to Section

42


7.1, in addition to any other remedy to which a non-breaching pwty is entitled at law or in equity, the non-breaching party is entitled to injunctive relief to prevent breaches of this Agreement by the breaching pa1ty and otherwise to enforce specifically the provisions of this Agreement against the breaching party; provided that, the non-breaching pw·ty shall only be entitled to injunctive relief if such non-breaching party is not otherwise in breach of this Agreement or if the breaching party is not otherwise entitled to terminate this Agreement. Each party expressly waives any requirement that the other party obtains any bond or provides any indemnity in connection with any action seeking injunctive relief or specific enforcement of the provisions of this Agreement.

Section 11.13 Jurisdiction and Service of Process. Any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement must be brought in the Banlauptcy Court; provided, however, that if the Chapter II Case is closed, any action or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement must be brought in the courts of the State of Alabama, County of Montgomery, or, if it has or can acquire jurisdiction, in the United States District Court for the Middle District of Alabama. Each of the parties knowingly, voluntarily and irrevocably submits to the exclusive jurisdiction of each such comt in any such action or proceeding and waives any objection it may now or hereafter have to venue or to convenience of forum. Each pa1ty to this Agreement may make service on the other party by sending or delivering a copy of the process to the party to be served at the address and in the manner provided for the giving of notices in Section 11.1. Nothing in this Section 11.13, however, affects the right of a party to serve legal process in any other manner permitted by law.

Section ll.l4 Waiver of Jurv Trial. EACH OF THE PARTIES KNOWINGLY,

VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL

RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM {WHETHER BASED

ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR

THE TRANSACTIONS CONTEMI'LATED BY THIS AGREEMENT OR THE ACTIONS OF EITHER I' ARTY

TO TIDS AGREEMENT IN NEGOTIATION, EXECUTION AND DELIVERY, PERFORMANCE OR ENFORCEMENT OF THIS AGREEMENT.

Section 11.15 No Joint Venture. Nothing in this Agreement creates a joint venture or pminership between the parties. This Agreement does not authorize either party (a) to bind or commit, or to act as an agent, employee or legal representative of, the other party, except as may be specifically set forth in other provisions of this Agreement, or (b) to have the power to control the activities and operations of the other pw"!y. The parties m·e independent contractors with respect to each other under this Agreement. Each party agrees not to hold itself out as having any authority or relationship contrary to this Section 11.15.

Section ll.l6 Joint and Several. In the context of this Agreement (a) the representations, warranties, covenants and obligations of the Seller shall be construed as the joint and several representations, wan:anties, covenants and obligations of each of Signal, Int'l, SSR, SOP and SLP, and (b) the representations, warranties, covenants and obligations of the Purchaser shall be construed as the joint and several representations, warranties, covenants and obligations of each of TRS and ERS.

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Section 11.17 Countetpru.1s. The parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy ofthe sending party's signature(s) is as effective as signing and delivering the countetpart in person.

Section 11.18 Preservation of Records; Post-Closing Access and Cooperation.

(a) For a period equal to the lesser of (i) three (3) years and thit1y (30) days after the Closing Date and (ii) the closing of the Chapter 11 Case by the Bankruptcy Court (the "PostClosing Access and Cooperation Period"), the Purchaser shall preserve and retain, all corporate, accounting, legal, auditing, human resources and other books and records in its possession (including any documents relating to any governmental or non-governmental claims, actions, suits, proceedings or investigations) relating to the operation of Business and the Acquired Assets prior to the Closing Date.

(b) During the Post-Closing Access and Cooperation Period, the Purchaser shall afford promptly to the Seller and its representatives (or its designee or successors, which may include the tmstee of a liquidating tmst) reasonable access during normal business hours to the offices, facilities, books, records, officers and employees of the Business as reasonably requested by the Seller for the purpose of winding-up its affairs and fmalizing the administration of the Chapter II Case. In addition, during the Post-Closing Access and Cooperation Period, the Purchaser shall provide the Seller (or, its designee or successors), at no cost to the Seller, with reasonable access to various personnel to whom the Seller may need continued access after Closing during regular business hours of the Purchaser and at the Purchaser's business locations to assist the Seller in furtherance of the pmposes set fm1h herein; provided, that such access does not unreasonably interfere with the Purchaser's business operations. During the Post-Closing Access and Cooperation Period, the Purchaser shall cooperate with, and shall permit and use its reasonable efforts to cause, its personnel to cooperate with the Seller (or, its designee or successors) after the Closing, in furnishing information, testimony and other assistance with respect to the Business or Acquired Assets for pet·iods prior to the Closing Date in connection with any action or proceeding in furtherance of the pmposes set forth herein.

{THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON THE FOLLOWING PAGES]

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The parties have executed and delivered this Agreement as of the date indicated in the first sentence of this Agreement.

SELLER:

SIGNAL INTERNATIONAL, INC.

By:

SIGNAL INTERNATIONAL, LLC

By:

SIGNAL SHIP REPAIR, LLC

By: Print Title:

SIGNAL INTERNATIONAL TEXAS. L.P.

By:

[Signature Page to Asset Purchase Agreement]


46

PURCHASER:

'l'EACHEUS' Oli'ALABAM

EMPLOYEES' RET.IIU!:MENT SYSTEM OF LABAMA


EXHIBIT A

FORM OF BILL OF SALE

This Bill of Sale (the "Bill of Sale") is delivered pursuant to the Closing under the Asset Purchase Agreement (the "Purchase Agreement") dated as of [•], 2015, by and among Signal International, Inc., a Delaware corporation, Signal International, LLC, a Delaware limited liability company, Signal Ship Repair, LLC, a Delaware limited liability company, Signal International Texas GP, LLC, a Delaware limited liability company, and Signal International Texas, L.P., a Delaware limited partnership, as the "Seller," and as the "Purchaser." Capitalized te~.ms used in this Bill of Sale without definition have the respective meanings given to them in the Purchase Agreement.

Pursuant to the Purchase Agreement, the Purchaser has agreed to acquire the Acquired Assets. The Purchaser and the Seller now seek to consummate the assignment, conveyance and transfer of such Acquired Assets.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Bill of Sale and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

Section I Sale and Transfer of Acquired Assets. The Seller hereby sells, assigns, conveys, transfers and delivers to the Purchaser all of the Acquired Assets.

Section 2 Power of Attorney. The Seller hereby constitutes and appoints the Purchaser as the Seller's true and lawful agent and attorney-in-fact, with full poWei· of substitution and 1-esubstitution, in whole or in part, in the name and stead of the Seller but on behalf and for the benefit of the Purchaser and its successors and assigns, to demand, receive and collect any and all of the Acquired Assets and to give receipts and releases for and in respect of the same, and from time to time to institute and prosecute in the Seller's name, or othe1wise for the benefit of the Purchaser and its successors and assigns, any and all proceedings at law, in equity or otherwise, which the Purchaser or its successors or assigns may deem proper for the collection or recovery of any of the Acquired Assets or for the collection and enforcement of any claim or right of any kind hereby sold, assigned, conveyed and transferred, or intended so to be, and to take any other actions and make, sign, execute, acknowledge and deliver any documents and instruments as may from time to time be necessary or appropriate to assign to the Purchaser and its successors and assigns the Acquired Assets and all rights granted to the Purchaser under the Purchase Agreement. The Seller declares that the f01-egoing powers are coupled with an interest and are and will be irrevocable by the Seller or by its dissolution or in any manner or for any reason whatsoever. Nothing in this Section 2 will be deemed a waiver of any remedies otherwise available.

Section 3 General. This Bill of Sale (a) is irrevocable and effective upon the Seller's signature to and delivery of a manually signed copy of this Bill of Sale or facsimile or email transmission of the signature to this Bill of Sale in connection with the Closing, if and only if the Closing is completed, (b) benefits and binds the parties to the Purchase Agreement and their

47


respective successors and assigns, (c) does not modifY or affect, and is subject to, the provisions of the Purchase Agreement and (d) may be signed in counterparts as provided in Section 11.16 of the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of the Purchase Agreement and the provisions of this Bill of Sale, the provisions of the Purchase Agreement will control.

[Signature page follows.]

48


The undersigned has signed this Bill of Sale on [•], 2015.

49

PURCHASER:

By:. _________________ _ Name:. ________________ __ Title:. _________________ _

SELLER:


By:. _______________ __ Name: __________ _ Title:. _________________ _

1


By:. ________________ __ Name:. ____________ __ Title:. __________________ _

SIGNAL SHIP REPAIR, LLC

By:. ________________ __ Name: Title: ·-----------------

SIGNAL INTERNATIONAL TEXAS GP,LLC

By: ________________ __ Name: ________________ _ Title:. _________________ _


50

SIGNAL INTERNATIONAL TEXAS, L.P.

By: Signal International Texas GP, LLC Its: General Partner

By: Nmn~e_: __________________ __

Title:. __________________ _


EXHmiTB

FORM OF VESSEL BILL OF SALE

To be attached

51


DEPARTMENT OF HOMELAND SECURITY OMB No: 1625-11027

U.S. Coast Guard Expires: 06/3012016

BILL OF SALE 1. VESSEL NAME 2. OFFICIAL NUMBER OR HULL ID

NUMBER

3. NAME(S) AND ADDRESS(ES) OF SELLERS

3A. TOTAL INTEREST OWNED (IF LESS THAN 100%}: %

4. NAME(S) AND AODRESS(ES) OF BUYER(S) AND INTEREST TRANSFERRED TO EACH

~A. TOTAL INTEREST TRA!iSFERRED (100% UNLESS OTHERWISE SPECIFIED): %

48. MAN/11ER OF OWNERSHIP. UNlESS OTflERWISE STATED HEREIN, THIS BILL OF SALE CREATES A TENANCY IN COMMON, WITH EACH TENANT OWNING AN EQUAL UNDIVIDED INTEREST. CHE;CK ONlY ONE; OF THE FOLLOWING BlO.CKS TO SHOW ANOTHER FORM OF OWNERSHIP.

-EJ JOINT TENANCY WITH RIGHT OF SURVIVORSHIP EJ TENANCY BY THE ENTIRETIES 13 COMMUNITY PROPERTY

D OTHER (DESCRIBE)

5. CONSIDERATION RECEIVED (ONE DOLLARANO OTHER VALUABLE CONSIDERATION UNLESS OTHERWISE STATED)

6. I (WE) DO HEREBY SELL TO THE BUYER(S) NAMED ABOVE, THE RIGHT, TITLE AND INTEREST IDENTIFIED IN BLOCK 4 OF THIS II ILL OF SALE, IN THE PROI'ORTION SPJ:CIFIBl HEREIN.

VESSEL IS SOW FREE AND CLEAR OF All LIENS, MORTGAGES, AND OTHER ENCUMBRANCES OF ANY KIND AND NATURE. EXCEPT AS STATED ON THE REVERSE HEREOF. VESSEL IS SOLD TOGETHER WITH AN !;QUAL INTI:REST IN TH!' MASTS, BOWSPRIT, SAilS, BOATS. ANCHORS, CABLE;S, TACKLE. FURNITURE, AND ALL OTHER NECESSARIES THffiETO APPERTAINING AND BaONGING, EXCEPT AS STAlED ON THE REVERSE HEREOF.

7. SIGNA lURES OF SULER(S) OR PERSON(S) SIGNING ON BEHALF OF SELLER(S). 8. DATE SIGNED

9. NAMI':(S) OF PERSON(S) SIGNING ABOVE, AND LEGAL CAPACITY IN WHICH SIGNED (E.G .. OWNER, AGENT. TRUSTEE, EXECUTOR)

10. ACKNOWlEDGMENT (TO BE COMPLfi!;D BY NOTARY PUBLIC OR OTHER OFFICIAl AUTHORIZED BY A lAW OF A STATE OR THE UNITED STATES TO TAKE OATH~

ON THE PERSON($) NAMED IN SECTION 9 STAT~::

(DATE) AB(;NE ACKNOWI.EDGI:D EXECUTION OF THE FOREGOING INSTRUMENT COUNTY: IN THEIR STATED CAPACITYQES) FOR THE PURPOSE THEREIN CONTAINED.

NOTARY PUBLIC:

MY COMMISSION EXPIRES: (DATE)

CG·13~0 (OS/12) PreviDllo Ed1Uon Ob&alote Page 1 ol2


SECTION ONlY IF VESSEL B. BUILDER'S HULL NUMBER

NAME(S)

D= OF SELLER

WARRANTIES/APPURTENANCES/LIMITATIONSJI!XCEPTIONS

INSTRUCTIONS

2.INOICATE OFFICIAL NUMBERAWARDEO iO VESSEL OR HUll IDENTIRCATION NUMBER ASSiGNED BY MANUFACTURER.' (IF THE VESSEL HAS NO HULL IDENTIACATION NUMBER AND HAS ,.EYER BEEN DOCUMENTED, SELLER MUST COMPLETE AND SIGN THE VESSEL DATA SECTION ABOVE.) 3.1NSERT NAMES AND ADDRESSES OF All PERSONS SElltNGVESSEL, A\.ONG WITH TOTAL IHT£REST OWNED BY THOSE PERSONS. IF MORE ROOM IS HEE:DED, AH ATTACHMeNT IMY BE MADE SHOWING THE ADDREBSES OF THE SEUERS. 3A... SELf·EX.PLANATORY.

-4.1NSERT NAMESANOAODRESSES OF ALL BUYERS, ALONG WITH THE INTEREST TRANSFERRED TO EACH. IF THERE IS MORE THAN ONE BUYER AND NO OMSlON OF INTEREST IS SHOWN. THIS BILl OF SALE WILL RESULT IN EACH BUYER HOLOIHG AN EQUAt INTEREST. (If MORE ROOM IS NEEOfiD, AH ATTACHMENT MAYBE MADE SHOWING THE ADDRESSES OF THE BUYERS.) 4A. SELF-E)(PI..M'I.TORY.

~B. CHECK ONE OF THE BLOCKS TO CREATE A FORM OF OWNERSHIP OTHER TtfAN A TENANCY IN COMMON. IF "'THER" IS CHE"CKeO, THE FORM OF OWNERSHIP MUST BE DESCRIBED.

~ OPT[()NALFTHE AMOUNT PAm FOR THE VESSEL IS INSERTEO,IT1'14LL8E NOTEDONTHEVESSEL'S GENERAL INDEX.

6. 8Elf·EXPLMATORY. USE 'REMARKS' SECTION /I.BOVE IF VESSI:L IS NOT SOLD FREE AND CLEAR, OR TO LISTVESSE:LAWORTENANCES WHICH ARE NOT SOlD WITH THE VESSEL. 7. SELF-EXPlANA.TORY.

8. SHOW THE DATE ON \MliCH TilE INSTRUMENT IS SIGNED.

9. IN ADDITION TO THE PRINTED OR TYPED NAME OF THE SIGNER, SHOWWHETHER THAT PERSON WAS ACTING AS AN OWNER. AS Ali AGENT FOR AN 0\IVNER, AS TRUSTEE, M THE PERSONAL REPRESENTATIVE OR EXECUTOR OF AN ESTATE, OR Ol'HER CAPACITYWHICtl ENnTLOO TliAT PERSON TO SIGN THE Dill OF SALE.

10. ANY ACKNOVVLEDGMENT IN SUBSTANTIAL COMPLIANCE WITH THE LAW Of THE STATE \NHERE TAKEN MAY DE ATTACHED TO THIS INSTRUMENT IN UEU Of lHEPREPRINTEOACI<NOWLEOGMENT.

PRIVACY ACT STATEMENT

IN ACCORDANCE WITH $ USC 652!A~ THE FOLLOWlNG INFORMATION IS PROVIDED TO YOU \MIEN SUPPLYING PERSONAL INFORMATION TO THE U.S, COAST GUARD.

1. AUtHORITY~ SOUCITATION OF THIS INFORMATION IS AUTHORIZED BY 46 USC, CHAPTER~13 AND 48 CFR, PART87.

2'. tHE M!NC.Al PURPOSES FOR WHICH lHI$ JNSTilUMENT IS TO BE USED ARE:

{A) TO PIIOVIDE A RECORD, AVAILABLE FOil PUIJLII) INSPECTION AND COPYING, OF THE SAte OR OTHER CHANGE IN OWNERSHIP OF A VESSEL WHICH IS OOCU'-'F.HTEO, Vll!ll BE DOCUMENTED, OR UAS BEEN POCUMENTEO PllaSlJANT TO <t.G USC, CHAPTER 121.

(B) PlACEMENT OF THIS INSTRUMENT IN A BOOK FOR EXAMINATION BY GOVERNMENTALAU1HORIYIESAHD MEMBERS OF THE GENERAL PUBliC.

3. THE BOUTIN§ U9fi'\NHICH MAYBE MAOE OF THIS INFORMADON INCLUDES DE.VElOPMENT OF STATISTICAl. OATA CONCERNING DOCUMENTED V€SSIU8.

4.

AN AGENCY MAY NOT CONDUCT OR SPONSOR, AND A PERSON IS NOT REQUIRED TO RESPON[) TOA COLLECTIDN OF INFORMATION UNLESS IT OISPLA YSA VALle OMB CONTROL NUMBER.

TilE MAY SIJB ... IT ANY COMMENTS CONCERNING THE ACCURACY NATIONAl VESSa. bOCUMENTATION CENTeR.. 7ll2 T

OR OFFICE OF MANAQEMENT AND BUOOET. (1026-0021),


EXHIBITC

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Agreement") is delivered pursuant to the Closing under the Asset Purchase Agreement (the "Purchase Agreement") dated as of [ •], 2015, by and among Signal International, Inc., a Delaware corporation, Signal International, LLC, a Delaware limited liability company, and Signal Ship Repair, LLC, a Delaware limited liability company, Signal International Texas GP, LLC, a Delaware limited liability company, and Signal International Texas, L.P., a Delaware limited pruinership, as the "Seller," and -:-::-ccc:-----;--::------' as the "Purchaser." Capitalized terms used in this Agreement without definition have the respective meanings given to them in the Purchase Agreement.

Pursuant to the Purchase Agreement, the Seller has agreed to assign and the Purchaser has agreed to assume the Assumed Liabilities. The Purchaser and the Seller now seek to consummate the assignment and assumption of such Assumed Liabilities.

NOW, THEREFORE, intending to be legally bound and in consideration of the mutual provisions set forth in this Agreement and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which ru·e hereby acknowledged, the parties agree as follows:

Section 1 Assignment and Assumption of Assumed Liabilities. The Seller hereby assigns, sells, n·ansfers and sets over (collectively, the "Assignment") to the Purchaser the Assumed Liabilities. The Purchaser hereby accepts the Assignment and assumes and agrees to observe and perform all of the duties, obligations, terms, provisions and covenants of, and to pay and discharge when due, all of the Assumed Liabilities. Notwithstanding the foregoing, the Purchaser does not assume, or agree to pay, perform or discharge, any Liabilities of the Seller (including, without limitation, the Excluded Liabilities) other than the Assumed Liabilities, and the parties hereto agree that all such Liabilities, other than the Assumed Liabilities, will remain the sole responsibility of the Seller.

Section 2 General. This Agreement (a) is i1Tevocable and effective upon the Purchaser's signature to and delivery of a manually signed copy ofthis Agreement or facsimile or email transmission of the signature to this Agreement in connection with the Closing, if and only if the Closing is completed, (b) benefits and binds the pru1ies to the Purchase Agreement and their respective successors and assigns, (c) does not modifY or affect, and is subject to, the provisions of the Purchase Agreement and (d) may be signed in counterparts as provided in Section 11.17 of the Purchase Agreement. In the event of any conflict or inconsistency between the provisions of the Purchase Agreement and the provisions of this Agreement, the provisions of the Purchase Agreement will control.

[Signature page follows.]

52


The undersigned have signed this Agreement on [ • ], 2015.

53

PURCHASER: ,__ ____ ] By:_~--------Name: ______ ~----~----Title:. __ ~-------- __ _

SELLER:


By: ________________ __

Name:·----~~----------Title:. __________ __

I


By: ________ _ Name:. _______________ __ Title:. __________ __

SIGNAL SlOP REPAIR, LLC

By:. ________ _ Name:. _______________ __ Title: _________ _

SIGNAL INTERNATIONAL TEXAS GP,LLC

By:. ________ ~----------Name: Title: ·-----------------


54



By: ________ _ Nmne:. __________________ __

Title:·--------------~---


EXHIBITD

FORM OF BIDDING PROCEDURES ORDER

55


DISCLOSURE SCHEDULES TO THE


BY AND BETWEEN

Execution Version July 13,2015

TEACHERS' RETIREMENT SYSTEM OF ALABAMA (OR ITS DESIGNEE) AND EMPLOYEES' RETIREMENT SYSTEM OF ALABAMA (OR ITS DESIGNEE),

AS THE PURCHASER

AND

SIGNAL INTERNATIONAL, INC., SIGNAL INTERNATIONAL, LLC, SIGNAL SHIP REPAIR, LLC, SIGNAL INTERNATIONAL TEXAS GP, LLC AND SIGNAL

INTERNATIONAL TEXAS, L.P., AS THE SELLER

I


s~hedule 2.l(c)(i)

Owned Real Property

The Owned Real Property described below is owned by Signal Ship Repair, LLC.

YARD lC (formerly Yard 12) (601 South Royal St., Mobile, AL)

Lot 2, Gilligan Subdivision according to plat thereofrecorded in Map Book 57, Page 27 of the records in the office in the Judge of Probate, Mobile County, Alabama, which said parcel may also be described as follows: Beginning at the Southwest comer of Lot 2, Gilligan Subdivision according to plat thereof recorded in Map Book 57, Page 27 of the records in the office in the Judge of Probate, Mobile County, Alabama, said point also being the Southeast corner of Lot 1 in said subdivision, run Northwardly along the common boundary between Lots I and 2 of said subdivision as follows: Nm1h 08°-04'-45" East, 445.70 feet; Nm1h 13°-13'-41" East, 97.97 feet; North 15°-03'-55" East, 83.22 feet; North 07°-59'-30" East, 51.02 feet to the Northwest corner of said Lot 2, said point also being the Nm1heast corner of said Lot 1; thence leaving said common boundary, run South 81 °-56'-42" East, along the North boundruy of said Lot 2, a distance of 121.82 feet; thence South 07°-47'-08" West, along the East boundary of said Lot 2, a distance of444.53 feet; thence South 81 °-50'-16" East, along the South boundmy of said Lot 2, a distance of 139.49 feet to the Point of Beginning.

YARD 2 (311 South Water St., Mobile, AL):

Beginning at a point on the East right-of-way of Water Street, said point being North 02°-44'-05" West, 96.6 feet fi·om the Northeast intersection of Water Street (50 foot right-of-way) and Canal Street (50 foot right-of-way) (apparently vacated) in Mobile, Alabama run South 85°-53'-40" East, 272.8 feet to a point on the Mobile Harbor pierhead and bulkhead line, alqng the Western margin of the Mobile River, thence following said pierhead and bulkhead line, run South 03°-51'-37" West, 236.80 feet; thence run Nm1h 86°-33'-41" West and parallel with the Southern •·ight-of-way of vacated Canal Street, 244.80 feet to a point on the Eastern right-of-way of Water Street; thence run North 02°-44'-05" West, along said Eastern right-of-way of Water Street, 241.32 feet to the Point of Beginning.


From the Southeast corner of Canal {50 foot right-of-way) and Water (50 foot right-ofway) Streets in the City of Mobile, Alabama; run South 02°-45'-37" East, along the East line of Watet Street, a distance of 97.0 feet to the Southwest corner of property now or formerly of Alabama Dry Dock and Shipbuilding Company for the Point of Beginning of the property herein described; thence South 86°-33'-41" East, 208.35 feet to a point hereinafter refen·ed to as Point A; thence continue South 86°-33'-41" East, 11.7 feet, more or less, to a point on the West margin of Mobile River; thence Southwardly and Westwardly along said West margin, 393.0 feet, more or less, to a point on the projected centerline of Palmetto Street (50 foot right-of-way) {appm·ently vacated); thence North 81°-54'-40" West, along said projection, a distance of 5.0 feet, more or less, to a point hereinafter referred to as Point B; (mathematical tie from Point A to Point B bears: South 00°-56'-06" East, 392.93 feet); thence continue Nm1h 81°-54'-40" West, along said centerline, 198.16 feet to a point on said East right-of-way line of Water Street; thence

2


North 02"-45'-37" West, along said East right-of-way line, a distance of 377.94 feet to the Point of Beginning.


Beginning at a point where the East right-of-way line of Water Street (50 foot right-ofway) intersects the South right-of-way line of Palmetto Street (50 foot right-of-way) (apparently vacated); thence run South 08"-05'-20" West, along the East line of said Water Street, a distance of 616.96 feet to a point; thence tun South 81"-52'-27" East, along the North line formerly of Dundee Cement Company, a distance of 207.0 feet to a point hereinafter referred to as Point D; thence continue South 81 "-52'-27" East, 20.0 feet, more or less, to the West margin of the Mobile River; thence Northwardly and Eastwardly along the meanders of said West margin, a distance of 642.0 feet, more or less, to a point on the projected centerline of Palmetto Street; thence North 81 ~-54"-40" West, along said projection, a distance of 5 feet, more or less, to a point hereinafter referred to as Point B (mathematical tie from Point D to Point B bears: North 07"-10'-59" East, 642.17 feet); thence continue North 81"-54'-40" West, along said centerline, 198.16 feet; thence South 02"-45'-37" East, along the East right-of-way line of Water Street, 6.98 feet; thence continue along said East right-of-way line, South 08"-05'-20" West, 18.14 feet to the Point of Beginning.

YARD 4S/5N (Holnarn Yard) (425 South Water St, Mobile, AL)

1RACT 1:

Commencing at a point on the Eastern right-of-way line of Water Street (50 foot right-ofway) where said Eastern right-of-way line intersects with a projection of the Southern right-ofway line of Palmetto Street (50 foot right-ofway); thence run South 08"-07'-33" West, along the said Eastern right-of-way line of Water Street, a distance of 616.96 feet to the Point of Beginning of the prope1ty herein described; thence continue along said Eastern right-of-way line of Water Street, South 08"-07'-33" West, a distance of 602.5 feet to a point; thence run South 82"-23'-27" East, a distance of 262.5 feet to a point on the Western margin of the Mobile River; thence run Northwardly along said Western margin of Mobile River 602.0 feet, more or less, to a point that bears South 81"-52'-27" East 215.0 feet from the Point of Beginning; thence North 81"-52'-27" West, 215 feet to the Point of Beginning.

TRACT2:

Commencing at a point on the Eastern right-of-way line of Water Street (50 foot right-ofway) where said Eastern line intersects with a projection of the Southem right-of-way line of Palmetto Street (50foot right-of-way); thence run South 08"-07'-33" West, along said Eastern right-of-way line of Water Street, a distance of 616.92 feet to a point; thence from said point 1un South 81"-52'-27" East, 215.0 feet to the Westem margin of Mobile River and the Point of Beginning of the property herein described; from said Point of Beginning, run thence South 81"-52'-27" East, 35 feet to a point of intersection with the West pierhead and bulkhead line for the Mobile River; thence mn Southwardly along said pierhead and bulk head line 499.75 feet to a point; thence run Westwardly and at right angles, or nearly so, to said pierhead and bulkhead line, a distance of 30 feet to a point; thence Southwardly 100 feet to a point; ther1ce Westwardly

3


12.5 feet to an iron pin set at a point on the Western margin of Mobile River; thence run Northwardly along the Western margin of Mobile River 602.0 feet, more or less, to the Point of Beginning.


Commencing at the intersection of the center line of Elmira Street (50 foot right-of-way, vacated) and the projected East right of way line of South Water Street (50 foot right-of-way) in the City of Mobile, Alabama, run North 08°-08'-29" East, along the East right-of-way line of said South Water Street, a distance of 209.06 feet to the Point of Beginning of the property herein described; thence continue Nm1h 08°-08'-29" East, along said East right-of-way line, 450.0 feet; thence South 81°-52'-21" East, 251.48 feet to a point hereinafter referred to as Point A; thence continue South 81°-52'-21" East, 44.33 feet to a point on the West pierhead and bulkhead line for the Mobile River; thence along said pierhead and bulkhead line as follows: South 03°-51 '-37" West, 38.09 feet; South 12°-26'-28" East, 440.04 feet; thence leaving said pierhead and bulkhead line, run North 81 °-52'-21" West, 68.42 feet to a point hereinafter refened to as Point B (mathematical tie from Point A to Point B bears South 08°-22'-38" East, 469.30 feet); thence continue North 81°-52'-21" West, 384.92 feet to the Point of Beginning.


Beginning at the intersection of the center line of Elmira Street (50 foot right-of-way, vacated) and the projected East right of way line of South Water Street (50 foot right-of-way) in the City of Mobile, Alabama, run North 08°-08'-29" East, along the East right-of-way line of said South Water Street, a distance of209.06 feet; thence South 81 °-52'-21" East, 384.92 feet to a point hereinafter referred to as Point B; thence continue South 81 °-52'-21" East, 68.42 feet to a point on the West pier head and bulk head line for the Mobile River; thence South 12°-26'-28" East, along said pier head and bulk head line 225.95 feet; thence North 81°-36'-21" West, along the projected center line of said Elmira Street (vacated), 80.47 feet to a point hereinafter referred to as Point C (mathematical tie from Point B to Poil)t C bears South 09°-44'-48" East, 221.88 feet); thence continue North 81 °-36'-21" West, along said center line, 453.07 feet to the Point of Beginning.

BUCKLEY PROPERTY (65 E. Green Ave., Orange, TX):

TRACT I:

Being a part of the JOHN FRANCIS SURVEY, A-76 and the ALEXANDER WRIGHT SURVEY, in Orange County, Texas, and being a portion of the land described in conveyance from W. H. Stark, eta!, to A. F. Wilson, dated June 22, 1931, of record in Volume 51, Page 436; E. W. Brown, Jr. to A. F. Wilson dated August 20, 1941, of record in Volume 68, Page 178; H. J. L. Stark to A. F. Wilson dated August 21, 1941, of record in Volume 68, Page 179, Deed Records of Orange County, Texas, and Judgment dated June 14, 1943, of record in Volume "T", Page 57, of the District Court Minutes of Orange County, Texas, reference to all of which is hereby made, being more particularly described as follows;

4


BEGINNING at the intersection of the East right of way line of Navy Street and the South right of way line of Green Avenue in the City of Orange, Orange County, Texas;

THENCE East along the South, right of way line of said Green Avenue a distance of 550 feet, more or less, to the intersection of a 40 foot right of way easement described in easement dated August 28, 1947, fium A. F. Wilson to the United States of America of record in Volume ___ ,Page_, Deed Records of Orange County, Texas, to which reference is made;

THENCE South 40 feet, more or less, along the West line of said 40 foot right of way easement to a point in the North line of Consolidated Steel Corporation, Ltd. tract described in conveyance of record in Volume 66, Page 529, Deed Records of Orange County, Texas, to which reference is made;

·THENCE West 550 feet, more or less, along the North line of said Consolidated Steel Corporation, Ltd. tract to a point in the East right of way line of Navy Street;

THENCE North 40 feet, more or Jess, along the East right of way line of Navy Street to the PLACE OF BEGINNING, together with all rights and ingress and egress to and from said tract;

TRACT II:

PARCEL 6: BEING a 1.221 acre tract or parcel of land, a portion of Tract A (7.695 acres) and a portion of Tract C (3.429 acres) of those cettain several tracts of land as conveyed by deed from Lamar University to the Orange County Navigation and Port District dated February 24, 1986, recorded in Volume 612, Page 39, of the Official Public Records of Real Property, County Clerk's Office, Orange County, Texas as situated in and a part of the John Francis Survey, Abstract No. 76, Orange County, Texas and being more particularly described by metes and bounds as follows;

FOR LOCATIVE PURPOSES, commence at a 1/2" steel rod found located at the intersection of the East line of Simmons Drive, based on a width of l 00.00 feet with the Nmth line of Green Avenue, (Right-of-Way varies) marking the Southwest comer of that certain tract of land (called Tract B-0.523 acres) as conveyed by deed to Trinity Industrial International, Inc., (formerly Friede Goldman now Signal International, LLC) recorded in Volume 849, Page 583 of said Official Public Records;

THENCE North 89 deg. 51 min. 45 sec. East along the said North Right-of-Way line a distance of 99.97 feet to a concrete monument with disc marked M13 found marking the Southeast comer of said 0.523 acre tract and the Southwest comer and PLACE OF BEGINNING of the herein described tract ofland, this point also marks the most Westerly Southwest comer of said Tract C;

THENCE Notth 00 deg. 21 min. 51 sec. West, departing said Nm1h Right-of-Way line along the East line of said 0.523 acre tl'llct with the West line of said Tract C and this tract, passing at a distance. of 70.00 feet, the most Westerly Northwest comer of said Tract C and the

5


Southwest comer of said Tract A and continuing for a total distaoce of 150.00 feet to a 1/2" steel rod set marking the Northwest comer of the herein described tract ofland;

THENCE North 89 deg. 38 min. 09 sec. East along the N01th line of this tract a distance of 338.81 feet to an "X" in concrete set located on the Easterly line of said Tract A and the Westerly line of Pier Road, a public Dedicated Right-of-Way (width varies) called 5.45 acres as conveyed by deed to the City of Orange, recorded in Volume 481, Page 450 of the deed records of said County;

THENCE South 10 deg. 11 min. 30 sec. East along said Westerly Right-of-Way line with the East line of this tract a distance of 81.19 feet to a 112" steel rod set located on the lower North line of said Tract C marking the Southeast comer of said Tract A and an angle point fm comer of the herein described tract of land;

THENCE South 19 deg. 31 min. 14 sec. East continuing along said Westerly Right-ofWay with the East line of this tract a distance of 74.10 feet to a concrete monument with disc marked M12 and found located on the North line of said Green Avenue and the most Westerly South line of said Tract C marking the Southeast comer of the herein described tract of land;

THENCE South 89 deg. 38 min. 09 sec. West along the N01th line of said Green Avenue with the most Westerly South line of said Tract C and South line of this tract a distaoce of376.98 feet to the Southwest comer and PLACE OF BEGINNING and containing in area 53,197 square feet or 1.221 acres ofland, more or less.

6


Schedule 2.1(c)(ii)

Leased Real Property

Mississippi

1. Real property (East Y a:rd) leased by Signal Intemational, LLC pursuant to the Lease Agreement dated June 30, 1997 and currently scheduled to expire on June 30, 2027, by and between HAM Marine, Inc. (predecessor in interest to Signal Intemational, LLC) and Jackson County Pmt Authority, recorded in Book 1116, Page 879 of the Public Records of Jackson County, Mississippi, as amended and assigned to Signal International, LLC, which property is more particularly described as follows:

Being a parcel of land situated in Claim Section 18, Township 8 South, Range 5 West, and what would be the Southwest 1/4 of Section 17,the Southeast 114 of Section 18, the Northeast 114 of Section 19 and the Northwest 114 of Section 20, Township 8 South, Range 5 West, if surveyed into Regular Governmental Sections, City of Pascagoula, Jackson County, Mississippi and being more particularly described as follows:

Conunencing for reference at an iron pin found mlllking the common mid section point of said RegLliar Section 17 nnd 18, Township 8 South, Range 5 West, Jackson County, Mississippi, as shown on previous survey reoorded in Deed Book 619, Page 520 in tbo Chancery Clerk's Office of said county;

Thence South, 723.52 feet to a point;

. Thence East, 55.65 feet to a iron pin found marking a Westerly Northwest comer of a 28.% acres tract of land · cooveyed to Trinity Marine Pascagoula, Jnc., as descn"bed in Deed Book 1075, Pago 161, in the Chancery Clerk's Office of said eonnty;

Thence S oo• 31' 19" E along the West line oftbe abovo 28.96 acre tract ofland, a distance of57l.ll feet to a 1/2 inch iron pin found for the most Northerly Northeast comer and the Point of Beginning of the herein described parcel;

Thence S 00" 31' 19" E. continuing akmg the said West line, a dislance of 199.51 feet to a 1/2 inch iron pin found marking the Southwest comer of said 28.96 a ere tract;

Thence N 89" 31' fll" E along the South line of said 28.96 acre tract, a dislance of667.95 feet to a point. Said point being 600 feet Wester)y of and peJW~dicular to the Westerly Harbor Line of Bayou Casotte Channel as per the U.S. Army Corps ofEngineers;

Thence S 13" 06' 53" W, along a lino 600 feet Westerly and parallel to the Westerly Harbor Line of said llayou Casorte ~hannel, a dislance of2033.09 feet to a point;

Thence N 76" 53• 07 .. W a distance of15A3 feet to point on the existing shoroti.ne of said Bayou Casotte as said shoreline existed on March 30, 2000. ·

7


Thence along the existing shoreline of said Bayou Casott8 the following bearings and distances:

S 4&0 48' 39" W, a di:stanceof246.1& feet to a point;

S 64° 16' 54 .. W, a distance of 403.02 feet to a poiot;

S 07v 20' 06" W, a distance of 142.54 feet to a poinl;

S lSO 37' 46'' B. a. distance of407.6S feet to a point;

S 14°20' 47'' W, a distanc-e of80.28 feet to a Ill inch iroo pin found;

Thence departing said existing shoreline, N 76"' 53' 13" W, a distance of 578.34 feet to • lfl" iron pin found;

~e 844° 35' 21" W, a dlstance of109.Sl feet to alfl. il_u:hiron pin foond;

Thence S 63a 56' 44"' W, a distance of 289.18 feet to a 112. inch iron pin found for the most Southerly Southwest comer of the herein described paree1;

Theoce No~· 38' .53" E. adisrance of2237.87 feet to a lll.irK:h iron. pin found;

Thence N 14° 30' 45" E~ a distance of9SS.92 feet to a 1/2 inch iron pin found fordJ.c Northwe-st comer ottheherein described parcel;

Thence S 8_90 41' 15" E a distonce of715.68 f«tto tbe Point ofBeginning.

2. Real property (West Yard) leased by Signal Intemational, LLC pursuant to the Lease Agreement dated June 21, 1995 between HAM Marine, Inc. (predecessor in interest to Signal International, LLC) and Jackson County Pmt Authority recorded in the public records of Jackson County, Mississippi in Book I 066, Page 805, as amended by (i) a First Amendment to the June 21, 1995 Amended Lease Agreement dated January 6, 1997, recorded in the public records of Jackson County, Mississippi in Book 1106, Page 30, (ii) a Second Amendment to the June 21, 1995 Amended Lease Agreement dated October 24, 2000, recorded in the public records of Jackson County, Mississippi in Book 1235, Page 725, (iii) an unrecorded Third Amendment to the June 21, 1995 Amended Lease Agreement dated February 11, 2003, and as assigned to Signal International, LLC, (iv) a letter dated October 18, 2004 exercising Signal International, LLC's option to renew the Amended Lease Agreement, and (v) a letter dated October 21, 2014 exercising Signal International, LLC's option to renew the Amended Lease Agreement for the second ten year renewal te1m extending the expiration date to May I, 2025, which property is more particularly described as follows:

PARCELl- WEST BANK SHIPYARD l'liOPERTY:

A parcel of land situated in the NE 1/4 of Section I 0, Township 8 South, Range 6 West, Jackson Caunt;y, Mississippi. being more parlicularly described.as fo11ows:

Commencing at the NW comer of said Section 10; thence along the Westline of Section 10 South for a distance of' 1039.31 feet to a point; thence S 89" 59' 54" E for a distance of 3 720.98 feet to a point on tho Eastright of way of CSX Tnnsportation Roilrood WaUs Spur, said point also being the Point ofBeginning; then<e along said East right of way, N ooe 09' 2711 W for a distance of 651.26 feet to a point; thence along a curve to the right. having a radius of 344.26 feet and an..., lengthof420.17 !bet (prior descriptions called 420.76 feel), to a pointbelngN 32' 29" 56" E 395.06 feet, said point lying on the South right of way of tho CSX Trao.sportation Railroad Mainline; thence along said South right of W1!y, S 77" 40' 40" E for a disl8oce of 1143.85 feet to a point on lhe West btmk of the Pascagoula RiYer. thence Southerly along the West bank of the Pascagoula River lo a point being S 21" 33' 34" W (priru description called S 21" 38' 49" W) 53.17 feet; thence N 77" 33' 15'' W for a distance of 195.00 feet to a point; !hence S 60" 30' 00" W for • distance of900.00 feet to a point; thence S 21' 05' 00" I! for a cllstance of 150.00 feet to a point at the NE cotner ofTenninal "D", said point olso being located N 21' 05' 00" W, 1450.00 feet from the SE comer of Terminal ''C"; thence S 68' 55' 00" W fur a dlstonco of 416.46 feet to the Point of Beginning.

8


LESS AND EXCEPT FROM PARCEL I: (Railroad Spur)

Commencmg at the Point of Beginning of the above described property; thence N 68° 55' 00" E for a distance of I 80.41 feet to a point on the West right of way of the Jackson Couot)l Port Authorlt)l Railroad Spur, said point being the Point ofBeginoing; then~• along said West right of way, N 306 56' 22" W for a distance of75.00 feet to a point; theru;o along a curve to the right, having a radius of 495.40 feet and on arc length of 61.84 feet, to a point being N 27" 21' 48" W 61.80 feet; thence N 23" 47' 12" W for a distance of 82.00 feet to a point; thence N 30° 56' 22" W for a distance of 53.26 feet to a point; thence along a curve to the right, having a radius of 518.94 feet and an arc length of97.47 feet, to a point being N 25° 33' 31" W 97.32 feet, said point lying on the East right of way of CSXT's Watts Spur; thence along said East right of way, N oo• 09' 27" W for a distance of 176.08 feet to a point; thence along the East right of way of aforesaid Jackson County Port Anthority Rail Spor, S 07" 19' 24" E for a distance of 66.57 feet to a point; thence along a curve to the left, having a radius of 461.34 feet and an arc length of 190.15 feet, to a point bemg S 19" 07' 53" E 188.81 feet; thence S 30" 56' 24" E for a distance of2S2.00 feet to a point on the South line of the above described property, said point beingS 68• 55' 00" W 187.33 feet from the NE corner of Dock c~D"; thence along said South property ]ine) S 68° 55' 00" W for a distance of48.72 feet to th~ Point ofBeginniilg. ·

PARCEL II- WEST BANK OFFICE AND TRAINING AREA PROPERTY:

A parcel of land situated in the West 1/2 of the NE 114 of Section 10; Township 8 South, Range 6 West. Jackson County, Mississippi, being more particularly described as follows:

Commencmg at the NW corner of said Section !0; thence along the West line of Section 10, South for a distance of 1039.31 feet to a point; thence East for a distance of 3287.74 feet to a point on the East margin ofingaR's Access !toad, also known as Jeny St. Pe' Boulevard, said point also being the Point of Beginnillg; thence along said East margin of lngall's Access Road, N 00" 08' 55" W (prior description called N 00° 07' 55") for a distance of 690.96 feet (prior description called 690.93 feet) to a point; thence N 89" 52' 06" E for a distance of200.30 feet to a point; thence N 01• 24' 47" W for a distance of 147.97 feet to a point; thence N 89° 52' 06" B for a distance of97.34 fi:ot to a point lying on the West margin of a I 0 foot wide easement; thence along said West margin of a I 0 foot wide easement, S 00" 10' 41" E (prior description called S oo• 10' 42") for a distance of839.1l feet (prior description called 838.86 feet) to a point; thence further along said West margin ofiO foot wide easement, S oo• 14' 39" E for a distait.., of 517.83 feet to the North margin of a 30 foot wide federal government pipeline easement; thence along said North margin of said 30 foot wide pipeline easement, West 295.45 feet to the aforesaid East margin oflngall's Access Road; thence along said East margin oflngall's·Access Road, N 00" 10' 23" W (prior description called N 00" ll' 46" W) for a distance of 517.37 feet (prior description called 517.15) to the Point of Beginning.

3. Signal Intemational, LLC's right, title and interest in the improvements to the above propetties leased pursuant to the foregoing leases: (i) Pascagoula West - Shipyard, (ii) 3500 Port Authority Road; (iii) Corporate Office, 3400 Litton Road; and (iv) Training Center, 3401 Litton Road.

4. Real property leased pursuant to Lease No. HSCG82-09-L-8N300! dated October I, 2008 by and between Jackson County, Pott of Pascagoula whose interest in the property hereinafter described is that of Owner/Lessor, and Signal International, LLC (Lessee) and the United States of America, hereinafter described as the United States Coast Guard (Government). This lease tenn expires on September 30, 2028. The Lessor leases to the Government the following desctibed premises.

USCG Lease

Site address: for use of Lessor's land to locate the Bayou Casotte Rear Range Light at 3020-36.297N, 88-30-45.703W. The land, 50' X 50' will contain the Lessee's 65' tower.

9


The light will be solar powered and require no easement for power lines. It will be serviced by shore and require access fium Louise Sh·eet, Pascagoula, Mississippi.

5. Rights of Signal lntemational, LLC pursuant to that certain Dry-Dock Facility Operating Agreement dated March 10, 2009 by and between Signal International, LLC and the Jackson County Pm1 Authority for real and personal pmperty described below. The te1m of this agreement will expire on May 11,2017.

Dry-Dock Facilitv Operating Agreement

The facility to he operated by Signal International, LLC pursuant to this Agreement is a 400' wide by 600' long (including side-slope) by 55'deep dry-dock and stability testing basin. The location of the facility shall be east of the Signal Bayou Casotte shipyard bulkhead, and west of the ftxleral navigation project, (Section 19, Township 8 South, Range 5 West, Latitude 30"20' 19.2"N, Longitude 88" 30' 42.6"W).

6. Real property leased by Ham Marine, Inc. pursuant to Property Lease Agreement No. CSX-027354 dated December 12, 1995 assigned to Signal International, LLC by that ce11ain Assumption Agreement and Amendment dated February 15, 2003 (with an effective date of January 29, 2003) by and between Signal International, LLC and CSX Transportation, Inc. as more patticularly described below. The Land Lease shall continue in effect unless and until terminated by either party upon thllty (30) days written notice.

7. Wireline Crossing Agreement by and between CSX Transportation and Ham Marine, Inc. dated June 9, 1997 and assigned to Signal International, LLC pursuant to that certain Assumption Agreement dated Februa1y 15, 2003 (with an effective date of January 29, 2003) by and between Signal International, LLC and CSX Transpo1tation, Inc. There is no specific expiration/te1mination date in the Wireline Crossing Agreement.

8. Pipeline Crossing Agreement by and between CSX Transportation and Ham· Marine, Inc. dated June 9, 1997 and assigned to Signal International, LLC pursuant to that certain Assumption Agreement dated Febmary 15, 2003 (with an effective date of January 29, 2003) by and between Signal International, LLC and CSX Transportation, Inc. There is no specific expiration/termination date in the Pipeline Crossing Agreement.

9. Rights of Signal International, LLC, as Landlord pursuant to a lease contract dated June 5, 2003 between Signal International, LLC and John J. McMullen Associates, Inc. as amended by and between Signal International, LLC and Alion Science and Technology Corporation successor in interest to John J. McMullen Associates, Inc. on October 6, 2008, April 28, 2011, December 14, 2011 and October 20, 2014 with an expiration date of Janua1y 31, 2018 for the corporate office building and parking area located at 3400 Jerry St. Pe Highway, Pascagoula, Mississippi (3400 Litton Road).

Alabama

10. Real property leased by Signal Ship Repair, LLC pursuant to a Lease Agreement by and between Signal Ship Repair, LLC and Complete Equipment, Inc. dated February I, 2010 and recorded in Real Prope1ty Book 6623, Page 1266, as amended by a letter dated October 21,

10


2014 extending the expiration date to January 31, 2020 and as more paliicularly described as follows:

YARD lA (formerly Yard 12):

Lot 1, Gilligan Subdivision according to plat thereof recorded in Map Book 57, Page 27 of the records in the office in the Judge of Probate, Mobile County, Alabama, which said parcel may also be described as follows: Beginoing at the Southwest comer of Lot 1, Gilligan Subdivision according to plat thereof recorded in Map Book 57, Page 27 of the records in the office in the Judge of Probate, Mobile County, Alabama, run North 07°-53'-14" East, along the West line of said Lot 1, a distance of359.74 feet; thence North 07°-50'-51" East, along the West line ofsaid Lot 1, a distance of316.89 fuetto the Northwest comer of said Lot 1; thence South 81 °-56'-42" East, along the Nol:th line of said Lot 1, a distance of161.5 feet to the Northeast comer of said Lot 1, said point also being the Northwest comer of Lot 2 in said subdivision; thence along the common boundary between Lots 1 and 2 of said subdivision as follows: South 07°-5 9'-30" West, 51.02 fuet; South 15°-03'-55" West, 83.22 feet; South 13°-13'-41" West, 97.97 feet; South 08°-04'-45" East, 445.70 feet; thence leaving said common boundary, run North 81 °-50'-16" West, along the South boundary of said Loi 1, a distance of140.19 feet to the Point of Beginoing.

11. Real prope11y leased by Signal Ship Repair, LLC pursuant to an Amended and Restated Lease Agreement by and between Morriss River Property, LLC, Thames Jackson Harris Co., Inc. and Signal Ship Repair, LLC dated February I, 2010, and recorded in Real Property Book 6623, Page 1218, as amended by a letter dated February 1, 2010 extending the expiration date to October 31, 2019 and as more particularly described as follows:

YARD7:

Begil)lling at the intersection of the centerline of Elmira Street (50 foot right-of-way, vacated) and the projected East Right of way line of South Water Street (50 foot right-~f-way); thence nin South 81 °-36'-21" East, along the centerline of said Ehnira Street, 453.07 feet to a point heremafter referred to as Point C; thence continue South 81°-36'-21" East, 80.47 feet to a point on the Western pierhead and bulkhead line for the Mobile River; thence South 12°-26'-28" East, along said pierhead and bulkhead line, a distance of 263.16 feet to a point on the projected South boundary of Lot 5, Block 166, of the BemoudyTract, as recorded in the office of the Judge of Probate Court, Mobile County, Alabama; thence North 81 °-36'-21" West, along said projection, a distance of54.39 feet to a point hereinafter referred to as PointD (mathematical tie from Point C to PointD bears South 17"-21'-37' East, 273.08 feet); thence North 81 °-36'-21" West, along said projection and along the South line ofl.ot 4, Block 166, and along the South line of Lot 10 and Lot 5, Block 165, of said Bemoudy Tract, a distance of570.61 feet; thence Notth 08°-07'-39" East, alollg the East right-of-way line of said South Water Street, a distance of245.95 feet to the Point ofBeginoing.

12. Property leased by Signal Ship Repair, LLC pursuant to a Lease Agreement between Pinto Island Land Company, Inc. and Bender Shipbuilding & Repair Co. Inc. (predecessor in interest to Signal Ship Repair, LLC) dated April 20, 1999 and recorded in Real Property Book 4704, Page 0793, and assigned to Signal Ship Repair, LLC by instrument dated

11


February I, 2010 and recorded in Real Property Book 6623, Page 1230, and amended by instrument dated February 1, 2010 and recorded in Real Property Book 6623, Page 12S8, with a current expiration date of January 31, 203S, as more pa~ticularly described as follows:

YARDS:

Beginning at the intersection of the centerline of New Jersey Street (SO foot right-of-way, vacated) and projected East right of way line of South Water Street (SO foot right-of-way); run South 88°-05'-41" East along the center line of said New Jersey Street, 388.05 feet; thence· south 02°-15'-27" West along the East right-of-way line of Old Water Street (50 foot right-of-way, not open), a distance of 442.53 feet; thence South 81 °-46'-07" East, 613.32 feet to a point herein afterreferred to as Point "E"; thence continue South 81°-46'-07" East, 518.09 feet to a point on the Westernpierhead and bulkhead line for the Mobile River; thence North 28°-54'-47" West

along said pierhead and bulkhead line, 1499.72 feet; thence North 12°-26'-28" West along said pierhead and bulkhead line, 113.81 feet to a point on the projected South boundary of Lot 5, Block 166, of the Bemoudy Tract, as recorded in the office of the Judge of Probate Court, Mobile County, Alabama; thence North 81 °-36'-21" West along said projection a distance of 54.39 feet to a point herein after referred to as Point "D" (mathematical tie from Point "E" to Point "D" bears North 12°-7'-26" West, 1386.78 feet);thence continue North 81°-36'-21" West along said projection and along the South line of Lot 4, Block 166, and along the South line of Lot 10 and Lot 5, Block 165, of said BemoudyTract, a diatance of570.61 feet; thence South 07°-43'-47" West along the Eastern right-of-way of said South Water Street, a distance of904.46 feet to the Point of Beginning.

13. Rights of Signal Ship Repair, LLC to a Sublease dated August 1, 2001 between Bender Shipbuilding & Repair Co., Inc. and Waterways Towing & OffShore Setvices, Inc. C'Sublessee") and assigned to Signal Ship Repair, LLC by instrument dated February I, 2010. (Signal Ship Repair, LLC is the Lessee under that certain Lease Agreement (Yard 8) between Pinto Island Land Company, Inc. and Bender Shipbuilding & Repair Co. Inc. (predecessor in interest to Signal Ship Repair, LLC) dated April 20, 1999 and recorded in Real Property Book 4704, Page 0793, and assigned to Signal Ship Repair, LLC by instrument dated Febmaty 1, 2010 and recorded in Real Property Book 6623, Page 1230, and amended by instrument dated Februaty I, 2010 and recorded in Real Property Book6623, Page 12S8). This lease will expire on July 31, 2021.

14. Rights of Signal Ship Repair, LLC, as Landlord, pursuant to a Lease dated May I, 2014 with AEP River Operations LLC. (Signal Ship Repair, LLC is the Lessee under that certain Lease Agreement (Yard 8) between Pinto Island Land Company, Inc. and Bender Shipbuilding & Repair Co. Inc. (predecessor in interest to Signal Ship Repair, LLC) dated April 20, 1999 and recorded in Real Property Book 4704, Page 0793, and assigned to Signal Ship Repair, LLC by instrument dated February I, 2010 and recorded in Real Property Book 6623, Page 1230, and amended by instrument dated February 1, 2010 and recorded in Real Property Book 6623, Page 1258). This lease will expire on November 1, 2016.

1 S. Real propetiy leased by Signal Ship Repair, LLC pursuant to a Lease Agreement between RAP, LLC and Signal Ship Repair, LLC dated February 1, 2010 and recorded in Real

12


Property Book 6623, Page 1326, as amended by letter dated October 21, 2014 extending the expiration date to January 31, 2020 and as more pa11iculady described as follows:

North Baldwin Warehouse Yard: ·

Beginning at the Southeast comer of Elmira and Royal Street; thence run South along a parallel line of Royal Street, a distance of309.2 feet to the Northeast comer of Texas Street; thence running 20 feet eastwardly along the North side of Texas Street to a point; thence Notthwestwardly to the line along the South side of Elmira Street; thence Westwardly 100 feet to the point of beginning.

16. Real property leased by Signal International, Inc. pursuant to a Lease Agreement by and between Signal Intemational, Inc. and The Employees' Retirement System of Alabama, an instrumentality of the State of Alabama and the Teachers' Retirement System of Alabama, an inst~umentality of the State of Alabama, (collectively, "RSA") dated May 4, 2009. This lease is for office space. It will expire on May December 31, 2016.

17. Real property leased by Signal Intemational Texas, L.P. pursuant to a Lease Agreement by and between Signal International Texas, L.P. and the City of Orange dated November 16, 2007 for the use of City prope11y as described below:

0.523 acres of property at 400 Simmons Drive and described in Orange County Abstract 76 ofthe J. Frances Survey- Lot 1, 80.48 x 100 & 36.99 x 100' TR003 SEE 62000-807952 -IMP

0.69 acre tract ofland situated in the John Francis Survey, Abstract No. 76 and the I.G.&N.R.R. Survey, Section No. 22, Abstract No. 225, Orange County, Texas

18. Real property leased by Signal International, LLC pursuant to a Lease Agreement by and between Signal International, LLC and MLCFC 2007-7 Highway 6 Office, LLC dated April16, 2004, as amended on September 17,2007, January 12,2011 and December 31,2013. This lease is for office space. It will expire on December 31, 2016.

l3


Schedule 2.1(d)

Vessels

Vessel Current Location Status/Ownership

Maggie D (599351) MS East Yard, Pascagoula, MS Idle - Signal International, LLC

Miss Tiff (687129) MS East Yard, Pascagoula, MS Operating - Signal International, LLC

Dual Carrier (1062576) MS East Yard, Pascagoula, MS Operating - Signal International, LLC

Mr. T (1162687) MS East Yard, Pascagoula, MS Operating - Signal International, LLC

Jack King (517314) MS East Yard, Pascagoula, MS Operating - Signal International, LLC

20' Yamaha ISO MS East Yard, Pascagoula, MS Operating - Signal International, LLC

16' Lowe MS East Yard, Pascagoula, MS Operating - Signal International, LLC

Crunch Barge MS East Yard, Pascagoula, MS Idle - Signal International, LLC

Crunch Barge MS East Yard, Pascagoula, MS Idle -Signal International, LLC

Cromch Barge MS East Yard, Pascagoula, MS Idle - Signal International, LLC

Deck Barge MS East Yard, Pascagoula, MS Idle - Signal International, LLC

Deck Barge MS East Yard, Pascagoula, MS Idle - Signal International, LLC

Deck Bao·ge MS East Yard, Pascagoula, MS Idle- Signal International, LLC

Deck Bnge MS East Yard, Pascagoula, MS Idle - Signal International, LLC

DeekBarge MS East Yard, Pascagoula, MS Idle - Signal International, LLC

DeekBarge MS East Yard, Pascagoula, MS Idle- Signal International, LLC

Decl< Barge MS East Yard, Pascagoula, MS Idle- Signal International, LLC

Dryd~~<:k #I (665130) Yard 8, Mobile, AL Operating- Signal Ship Repair, LLC

Drydocl< #2 (1207249) Yard 7, Mobile, AL Operating - Signal Ship Repair, LLC

Pelican (544914) Yard 3, Mobile AL Operating- Signal Ship Repair, LLC

TL99 (1243850) Yard 8, Mobile, AL Operating- Signal Ship Repair, LLC

Deck Barge Yard 7, Mobile, AL Idle- Signal Ship Repair, LLC

Deck Barge Yard 8, Mobile, AL Idle- Signal Ship Repair, LLC

Work Barge Yard 8, Mobile, AL Idle - Signal Ship Repair, LLC

Work Barge Yard 8, Mobile, AL Idle- Signal Ship Repair, LLC

14

Case 15-11498-MFW Doc 553-1 Filed 11/24/15 Page 78 of 149" ----------- --- ·------ - .

Schedule 2.1(e)

Acquired Intellectual Property

Used Intellectual ProJ!er!I {Software}

Description No of Description No of

Licenses Licenses 1099 Pro 5 3D Mark 1 7-Zip 3 ABB Industrial Robot 1

Communication Runtime ABBYY FineReader for ScanSnap I AccXES 1 Acrobat.com 1 Active Directory 3 Acumen Fuse 1 AD Free Edition 2 Adobe 76 ADP PC/Payroll for Windows 2

Server Advanced Installer/Scanner 2 Advantage ODBC Driver I AFT Fathom I Agere Systems PCI Soft Modem I Akamai NetSession Interface I Aladdin DiagnostiX 1 Alcor Micro Smart Card Reader I Amazon Cloud Drive 1 Driver AMD Catalyst Install Manager I Americom Teclmology I

VXTracker AMR MP3 Converter I Angry JP Scanner I ANSYSSCDM I Any PDF to DWG Converter I Apache Tomcat I APindexer 2 Apple Application/Software 5 Application Insights 2 Support Agent/Verifier Arc Soft 2 Arena Student Version I Ask Tooibar Updater I Asmedia I Aspera Connect I Asset Keeper 4 AT&T AIIAccess 1 ATI 2 Audacity 1 Auslogics Disk Defrag 2 AuthenTec TrueSuite I AutoCAD 9 Autodesk 77 AutoHotkey I Auto It I A VG SafeGuard toolbar 1 Windows 7 Drivers I AXIS Camera Media Control 2

Management Battery Recalibration I BearnPro I Bentley lEG License Service 3 Beyond Compare I Bible Study 2 Bidata 1 Bing Bar 1 Bluetooth Stack for Windows I Bomgar 10 Bonjour I Boot Services I Broad com 10

15



Licenses Licenses Brother Editor 3 BrowserSafeguard with I

Rocket Tab BT-PiotAssistant I BtwMfcMM I BUFFALO NS-SHFT I BusinessObjects Enterprise I Camera Finder I Canon Camera Software 27 Capn Voyager Mosaic 1 Cardiris I CardMinder I CardScan 3 CASIO USB Driver 2 Catalyst Control Center 1 CCleaner 1 CHMC USB Driver 1 Cisco Software 23 Citrix 37 ClockTerminal_ll 5 CloneCD I CMenuExtender I Combined Community Codec 1 Cometdocs 1 Commercial Series Customer 1

Programming Software Compatibility Pack forOffice 1 Component Checker 1 system Composite 1 Concealed Mode Utility 1 Conexant HD Audio 1 Config Advisor!Mgr 2 ControiAP 1 Corel 2 Cortona® I Coupon Printer for Windows 1 CPUIDCPU-Z 1 Crosby 2 Crystal 13 CyberLink 6 Dame Ware 5 Data Lifeguard Diagnostic for 1

Windows Datacard IDCentre Silver Software 2 Data Grid 5 DCAIB4C0-98A5-4I8B-8293- 1 Debugging Tools for Windows 2 45663180B6C5

DefaultTab I Dell Software 6 Deltek Acumen 2 Desktop Software 2 Device Access Manager for HP I DeviceLock 4 ProtectTools DevUp Service 1 . DHTML Editing Component 1 Diagnostics for Card Printers I Digital PhotoN oice Navigator 2 DIRECTV Player I Diskeeper EnterpriseServer 1 DisplayFusion 4 DMUninstaller I docuPrinter 2 Dotfuscator Software Services I Drive Encryption For HP I DrlverToolkit 3 ProtectTools Drop box I DualServer I DWG TIUeView 5 EASEUS Partition Recovery I

I6



Licenses Licenses Easy Rafters 1 EasyMP Monitor 1 eBeam 1 eBrowser Uninstallation 1 Eco Materials Adviser 1 Elo Universal Driver 2 Embedded Security for HP 1 Energy Star Digital Logo 1 ProtectTools Entity Framework 3 EPSON Printer Driver 3 Ensing Free Registry Cleaner I Everio MediaBrowser I Evemote 3 Everything 1 Exam Software 2 ExcelToDBF I Exchange System Manager I Explorer Suite III I EZMacros I Face Recognition for HP I

ProtectTools FARO 3 FastCGI 1 FCL USB Pen Tablet I ffdshow 1 FileZilla 5 Finesse FolderSizes 1 FoxTab PDF Reader 1 freeFTPd I FUJIFILM MyFinePix Studio I Futuremark Systemlnfo I Garmin Software 2 GetSavin I Glary Utilities 3 GNS3 1 GNU Ghostscript 2 Google 5 GoToAssist 'corporate 1 GoToMeeting 9 GoToMyPC 1 GPL Ghostscript 2 Hand Writing Utility 1 HandBrake 1 HASP Device Driver 2 HDAUDIO Soft Data Fax Modem 1 Headless Server Registry Update 1 with SmartCP HelpSTAR SQL Web Portal 1 High Definition Audio Driver I

Package HighMA T Extension to Microsoft 1 Botkey 2 Windows XP CD Writing Wizard HP Software 97 HPSSupply 1 HTMLDOC Open Source 1 HWiNF064 1 HyperBac Compression Engine 1 I.R.I.S. OCR 1 Components iCloud 1 IDT Audio 1 iExplorer 1 us 4 Image Plugin 1 hngBurn 1 IMS 5 Infragistics 14 Inks cape 1 Install Shield 1 Intel(R.) Software 39 Intelli-M Access 1

17



Licenses Licenses Internet Explorer Developer l Inter-Tel Collaboration Client l Toolbar InterVideo WinDVD 2 ipMonitor l IPTinstaller 1 IP-Tools 1 IrfanView 1 iSkysoft Data Recovery 1 ITESetup 1 iTunes 1 J2SE 4 Java 58 JHelioviewer 1 JMB36X Raid Configurer 1 JMicron 3 join.me 1 Kaspersky Lab Netwmk Agent 1 KeePass Password Safe 4 Keme1 for Outlook PST Repair 1 Kiwi Syslog Server 1 Klever PumpKIN 2.7.2 1 K-Lite Codec Pack 2 Kodak EasyShare software 1 KONICAMINOLTA 3

SOFTWARE KRANENDONK Software 1 Kyocera Product Software 2 Products Lab On Demand Hyper-V 1 LAME 1 VMConnect ActiveX Lansweeper 2 Laser Jet I 020 Software I LEADTOOLS Raster Imaging I Lexmark Printable Web I LG USB Modem driver I LightScribe Software 4 Link Shell Extension I Livescribe 2 Live Update 2 LizardTech 2 Load CAPN DVD Chart Regions I Logitech Software 8 LogMein 1 LogMeTT I LogonExpe1t I Lotus Notes l Loupe Utility 1 LSI HDA Modem I M86 Security Authenticator 2 Magical Jelly Bean KeyFinder 1 MagicDisc l Malwarebytes' Anti-Malware 6 Management Console l Manitowoc Compu-Crane 1 MassPlus 2 Masterdock 2 Match Ware MindView l McAfee Security Scan Plus I Media Player l Meminfo I MetaFrnme Presentation Server 1 Client

Microsoft .NET 25

Microsoft Office Products 305 Midaps 1 MINIT AB 14 Student l MobileMe Control Panel 1 MobileOffice S800 I MotoCast l Motorola Software 6 Mozilla Firefox 18 MPM l Ml:vlUsgTracking64 2

18



Licenses Licenses MSDN Library 2 MSXML Service Pack 12 MT for Windows 4 MTCSqlJobService I MTP Pmting Kit 1 MVO 2 MyFreeCodec 1 MySpeed 2 MySQL Server 5.5 2 My-T-Touch 1 Navis Works Freedom 2 NEC Electronics USB Host I

Controller Driver Nero Update 4 NetApp 2 Netcam Watcher Player 1 NetMos Multi-10 Controller 1 NetStress 1 Network Notepad Nitro Pro 4 Notepad++ 1 NTFS Permissions Reporter Free 1 Edition

NTI Backup Now EZ 1

Nuance 3 NVIDIA Drivers 65 OCR Software by I.R.I.S. 1 One-click AMR to MP3 2

Converter One Touch 2 OpenSSL 3 OpenTFTPServer 1 Oracle 2 OrderReminder I Outlook Recovery Toolbox 1 Paint Shop Pro 7 1 Panasonic Device Software 2 Panini 2 PANTECH UML290 1 PaperPort 4 PBLPeeper I PC Information Viewer I pcProx I PDF Complete Corporate Edition 2 PDF Split-Merge I PDF24 Creator 1 Pdf995 1 PDQ Deploy I Peer Monitor 1 PelcoMediaPJayer 1 PENPOWER WorldCard I Pertmaster8x I PFA Server Registry Update I Photo Explosion I PHP I Picasa 3 I PIPE-FLO 2 PipeLink for STAAD.Pro 2 PL-2303 USB-to-Serial I Pointools 2 Power Plan Extension Utility I Powerprint 2 PowerVault Modular Disk I

Storage Manager Prerequisites for SSDT 1 Primavera 6 PrimoPDF 2 Print 1 Print Screen Deluxe I PrintCounts NSDP Client 2 PrintKey2000 Privacy Manager for HP 1

ProtectT ools

19



Licenses Licenses Product Improvement Study for HP I Programmer's Notepad I DJ 1510 Series ProNest 3 PuiTY I Python I Quest 2 QuickBooks 2 Quick Time 2 QuiskScaf I Quotation 2 RADVISION Conference Client I Raptr I RCA Software 2 Rea!Legal E-Transcript Bundle I

Viewer RealPlayer I Realtek 7 Real-Time Monitoring Tool I Relativity Web Client 2 Relay Test Program l Remote Desktop 2 Renesas Electronics USB Host Request l Controller Driver RescuePRO Restore Agent I Rhinoceros 7 RICOH Media Driver I Rosetta Stone l Roxio 14 RVTools l Safari l SafeNet Authentication Client 1 Samsung Device Software 2 Scalable Win!NSTALL LE I ScanLite2 l ScanRouter ScanS nap 2 ScanSoft PaperPort I SCENE 3 SciTE4Autoit3 l Scott Gas Monitor l SCR3xxx Smart Card Reader 1 Search App by Ask 1 Secure Gateway I Security Update for Windows I

Search Sendori I Sentinel 5 SerifMontagePlus 1 SES Driver 1 Setup! I Share pod I SHARP Driver 2 ShipConstructor 6 Shop for HP Supplies 1 ShopAtHome.com 2 SI Network Desktop 1 Sigma Tel Audio 1 SigTool Imager Plus vl.3 I Silent Install Builder I Silicon Laboratories CP21 Ox USB 1 Single Mailbox Recovery 1 to UART Bridge Sinister City I SiSoftware Sandra Lite 1 SiteSurveyPlugin 1 Skillpipe Reader I Skype 4 SmartSound 2 Smart-X SignatureOne 1 SMSC 2 SnapDrive I SnapManager 2

20



Licenses Licenses SNMPv3 agent 1 Soft Data Fax Modem with 1

Smat1CP Software Setup 1 Solar Winds 21 Sony Device Software 1 Sound Organizer 1 SoundMAX 1 Spatia!Analyzer 2 Specops Gpupdate 1 Spiceworks I Spotify 1 Spotlight 2 Sprint SmattView 1 · Spybot- Search & Destroy 1 SQL 17 SSI Licensing 1 SSL Diagnostics 1 S SMS Integration I STAAD 5 Startup Delayer 1 Stellar Phoenix 2 Sybase 10 Symantec 9 Synaptics Pointing Device 1

Driver Sync Toy 1 System Requirements Lab for 1

Intel Tablet Button Manager 1 TamoSoft Tln·oughput Test I Tanks409d 1 Team Viewer 2 TellerScan Driver 1 Tera Term 4 Tftpd32 Standalone Edition 1 Tftpd64 Standalone Edition 1 TFTPUtil GUI Installer 1 The Dude The Penn State Alumni Association [ The Weather Channel 3 Theft Recovery fot· HP 1 Tier2Submit 1 ProtectTools TightVNC 2 Topaz Software 3 Torch 2 touchpad 1 TranslatorX 1 Trusteer Endpoint Protection 1 TTL Editor 1 Tutorial Macro Creation 1 TweakUI 2 Ubiquiti UniFi 1 U!traVnc [ Unlocker 3 Update for Windows Server I Update for Windows XP 1 USB Display Device [ USB Ethernet Adapter [

User Profile Hive Cleanup Service 2 Vafinusic8 Toolbar [

Validity Fingerprint Driver 2 VCE Exam Simulator Demo 1 Verizon Device Software 6 Video Booth 1 ViewSonic Device Software 4 ViewSpan I VIP Access SDK 1 Virtual Machine Manager Self- 1

Setvice Client Virtua!CloneDrive 1 Visioneer Strobe XP 220 Driver 1

21



Licenses Licenses VisionX Multi-Function System l Visual Studio 6 Extensions Visual Subs! l VitalSource Bookshelf 1 VLC media player 5 Vmware 14 Volume Activation Management l VZAccess Manager l Tool Wasp Bar Code ActiveX & DLL 1 WCF R1A Services 2 WD Drive Manager l Web Deploymel)t Tool 1 WebEx I WebPAMPRO 1 WebSiingPlayer ActiveX 1 WlMGAPI 1 WinBatch I Windows 61 WinMerge I WinPcap 3 WinRAR 2 WinSCP 1 WinZip 3 Wireless Switch Utility 1 Wireshark 3 xAssets Collection Se1ver 1 XBMC I Xerox Device Software 3 XLS to DBF Conve11er 1 XMediusFAX 2 XnView 1 Yahoo! 4 Zoo 2 Zoo 5.0

22


Schedule 2.l(e)- continued

Acquired Intellectual Property

Owned Intellectual Property Information Management System (IMS) - is an in-house program written to expand the use of Finesse, the ERP software used by Signal. IMS uses data entry throughout the Company to compile and generate reports. Finesse and IMS run on a 2005 SQL database. IMS was programmed using PowerBuilder {Version 12.5). The plan is to upgrade IMS to run in an intemet environment utilizing Appeon/PowerBuilder. IMS will eventually replace Finesse as Signal's ERP software.

Domain Names oilrigrepair.com signalint.com signalinternational.com signalshiprepair.com signalshiprep.com signalshiprepairllc.com signalshipreps.com

23


Schedule 2.1(f)

Contracts

1. Reference is made to the Leases set forth on Schedule 2.Hc)(ii).

2. Reference is made to the Contracts set forth on Schedule 2.1Cil.

3. Reference is made to the Contracts and Leases set forth on Schedule 5.12.

4. Reference is made to the Finance Agreements set forth on Schedule 5.12.

24


Schedule 2.1(1)

Notes and Receivables

1. Promissory Note dated effective October 3, 2014, from Westport Orange Shipyard LLC to Signal International Texas, L.P. in the stated principal sum of $23,900,000.00, evidencing the loan made pursuant to the terms of the Credit Agreement between West port Orange Shipyard LLC and Signal Intemational Texas, L.P. dated effective October 3, 2014. Such loan is secured by, among other things, a Deed of Trust, Security Agreement, Assignment of Leases, Assignment of Rents and Financing Statement dated effective October 3, 2014 given by Westpott Orange Shipyard LLC in favor of Signal International Texas, L.P., and recorded in the Official Public Records of Real Property of Orange County, Texas as Instrument No. 412086, together with a Second Preferred Fleet Mortgage given by Westport Orange Shipyard LLC in favor of Signal International Texas, L.P., and recorded at the United States Coast Guard, National Vessel Document{ltion Center on October 7, 2014 as Batch No. 23076900, Document No.24.

2. List of Accounts Receivable as of or prior to June 30, 2015

AUSTAL USA, LLC BRO-TEX INTERNATIONAL METALS DIAMOND OFFSHORE DIXSTONE HOLDINGS LIMITED E SOURCE HOLDING, LLC ENTERPRISE MARINE SERVICES FOSS MARITIME COMPANY HERCULES DRILLING COMPANY HERCULES OFFSHORE DRILLING MORAN TOWING CORPORATION OLYMPIC SHIPPING AS PATTI MARINE ENTERPRISES ROWAN COMPANIES INC. RYERSON SIGNET MARINE CORP. TRANSOCEAN OFFSHORE DEEPWATER USCG FINANCE CTR-CO 0466 VT HALTER MARINE, INC. WESTPORT ORANGE SHIPYARD, LLC

25

27,619.00 5,449.56

76,188.00 10,976.00 55,135.16 77,968.10

595,504.10 1,000.00 6,000.00

122,355.00 102,422.75 56,276.00 35,765.00

1,060.37 6,771.00 1,995.23

119,910.00 195,644.10

1,335.00


Schedule 2.2(a)

Excluded Contracts and Leases

I. The following engagement agreements:

Name/Entity Date Siened Hol(an Lovells US LLP March 6, 2015 Victor, Samuel March 6 2015 Young Conaway Starl(att & Taylor, LLP March 6, 2015 GOG Partners LLC May 13,2015

I SSG Capital Advisors, LLC Mav8 2015 Kmtzman Carson Consultants LLC June 18, 2015

2. All Contracts and rights therein not assumed and assigned to Purchaser pursuant to Section 5.12.

26


Schedule 2.2(i)

Specifically Excluded Assets

None

27


Schedule 2.3(d)

Cure Amounts

See Schedule 5.12

28


Schedule 2.3(j)

Other Assumed Liabilities

All the following Liabilities of the Seller as of. the Closing Date, to the extent incurred in the ordinary course of business and consistent with past practices:

Description Reserve for FICA Taxes United Way 125 Child Care Reserve for 125 FLEX MEDICAL PLAN Reserve for HRISAL Section 125 Plan Reserve for401KP!an Garnishments Reserve for Federal Unemployment Taxes Accrued SUI Payable - AL Reserve for State Unemployment Accrued SUI Payable - TX Accrued Pavroll Accrued Workers Comp Unclaimed Wages '

Accrued Group Medical Insurance Liability Accrued Vacation Pay Accrued Property Taxes Accrued Interest - Notes Payable*

*Accrued Interest is assumed only to the e.dent (and in such amounts) as the same relates to a Note Payable that is assumed by Purchaser.

29


Schedule 2.3(m)

Trade Accounts Payables

To be determined by Purchaser at least 15 days prior to tbe date of the Auction.

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Schedule 5.12

Contract & Cure Schedule

Typ f c tract 5 . al E fty Name and Address of Other D "pti Cure 1 • 0 on tgn n 1 Party or Parties escr1 on Amounts

Property Lease Signal International, Inc. The Employees' Retirement Property Lease - Office Space • 1

System of Alabama, an Located in Mobile, AL instrumentality of The State of . Alabama and The Teachers' I

Retirement System of Alabama, i

an instrumentality of the State of Alabama 13 5 South Union Street Montl!omery, AL 36104

Property Lease Signal International, LLC MLCFC 2007-7 Highway 6 Property Lease - Office Space -Office, LLC Located in Houston, TX c/o PM Realty Group 1011 Highway6 South, Suite 111 Houston, TX 77077

Property Lease Signal International, LLC Alion Science and Technology Property Lease • Office Building and Corporation Parking Lot - Located in Pascagoula, I 000 Burr Ridge Parkway MS Burr Ridge, 1L 60527

Property Lease Signal International, LLC Jackson County Port Authority Property Lease - MS East Yard-P.O. Box 70 Located in Pascagoula, MS Pascagoula, MS 39568

Property Lease Signal International, LLC Jackson County Port Authority Property Lease ·USCG Aid to P.O. Box 70 Navigation Lease No. HSCG82-09-L-Pascagoula, MS 39568 8N3004 ·Located in Pascagoula, MS

Property Lease Signal International, LLC Jackson County Port Authority Property Lease· MS West Yard-P.O. Box 70 Located in Pascagoula, MS Pascagoula, MS 39568

Property Lease Signal International, LLC CSX Transportation, Inc. Property Lease - MS West Yard, CSX P.O. Box 116628 Agreement No. CSX-{)27354 ·Land Atlanta, GA 303~·6628 _ Only· Located in Pas_cago_ul••,MS _ _ _ _

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Type of Contract Signal Entity Name and Address of Other Description Cure

Party or Parties Amounts Property Lease Signal International, LLC CSX Transportation, Inc. Property Lease - MS West Yard, CSX

P.O. Box ll6628 Agreement No. CSX-029422 Wireline Atlanta, GA 30368-6628 Crossing Agreement - Located in

Pascagoula, MS

Property Lease Signa! InternationaL LLC CSX Transportation, Inc. Property Lease - MS West Yard, CSX P.O. Box 116628 Agreement No. CSX-029423 -Atlanta, GA 30368-6628 Pipeline Crossing Agreement -

Located in Pascagoula, MS

Property Lease Signal International, LLC Jackson County Port Authority Property Lease - MS Dry-dock P.O.Box70 Facility Operating Agreement -Pascagoula, MS 39568 Located in Pascagoula, MS

Property Lease Signal International Texas, L.P. City of Orange Property Lease - TX - Parking Lot at P.O.Box520 the comer of Simmons and Green Orange, TX 77631-0520 Avenue - Located in Orange, TX

Property Lease Signal Ship Repair, LLC Complete Equipment, LLC Property Lease - Yard I - Located in P.O. Box 1864 Mobile, AL Mobile, AL 36633

Property Lease Signal Ship Repair, LLC Morriss River Property, LLC Property Lease - Yard 7 - Located in c/o Thames Jackson Harris Mobile,AL Company, Inc., as Agent 60 St. Francis Street Mobile, AL 36602

Property Lease Signal Ship Repair, LLC Pinto Island Land Company Lease of Yard 8 - Located in Mobile, 6110 Parklane Blvd AL Cleveland, OH 44124-4187

Property Lease Signal Ship Repair, LLC Waterways Towing & Offshore Sublease of Yard 8 100' x 250' Services, Inc. ( approx.) parcel of!and with a non-P.O. Box 1821 exclusive easement measuring approx. Mobile, AL 36633 I 0' x 2000' through Yard 8 for ingress

and egress - Located in Mobile, AL

Property Lease Signal Ship Repair, LLC AEP River Operations LLC Sublease of Barge Mooring Facility 8386 Jonesboro Road, SuiteD South of Yard 8- Located in Mobile, Daphne,AL 36526 AL

---

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Party or Parties Amounts Property Lease Signal Ship Repair, LLC RAP,LLC Lease of Yard 12- Located in Mobile,

P.O. Box 1444 AL Mobile, AL 36633

Property Signal International, Inc. Jerry Hughes Realty, Inc. Commercial Real Estate Listing 1304 16th St. Agreement Orange, TX 77630

Utility Agreement Signal International, LLC Mississippi Power Company Joint Use Administrator, Distribution & Division Services 2992 West Beach Blvd. Post Office Box 4079 Gu!iport, MS 39502-4079

Utility Agreement Signal Ship Repair, LLC Alabama Power Company 600 N. 18th Street Birmincllam. AL 35291

Utility Agreement Signal Ship Repair, LLC Alabama Power Company 600 N. 18th Street Birmingham, AL 35291 i

Utility Agreement Signal Ship Repair, LLC Alabama Power Company 600 N. 18th Street Birmingham, AL 35291

Utility Agreement Signal Ship Repair, LLC Alabama Power Company 600 N. 18th Street Birmingham, AL 3 5291

Service Agreement Signal International, LLC Mississippi Coast Foreign Trade Service Agreement- Foreign Trade Zone, Inc. Zone User Agreement c/o Harrison County Development Commission 12292 Intraplex Parkway Gulli>ort. MS 30503

Service Agreement Signal International, Inc. Praxair, Inc. Bulk Gas/Product Supply Agreement 900 W estpark Drive, Suite 100 Peachtree City, GA 30269

Service Agreement Signal International, LLC Talk South Telecommunications invoice . 7379USHwy98 management and cost savings Hattiesblll'g, MS 39402

-solutions

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Party or Parties Amounts Service Agreement Signal Ship Repair, LLC Beerman Precision Consignment Agreement

P.O. Box 6018 Metairie, LA 70009

Service Agreement Signal Ship Repair, LLC Matheson Tri-Gas, Inc. Bulk Gas/Product Supply Agreement 150 Allen Road, Suite 302 Basking Ridge, NJ 07920

Service Agreement Signal Ship Repair, LLC G&K Services, Inc. Uniform Services Agreement 70 I St. Anthony St. Mobile,AL 36603

Service Agreement Signal Ship Repair, LLC Mobile Foreign-Tmde Zone Foreign Tmde Zone User Agreement Corp.2062 Old Shell RoadMobile, AL 36607

Service Agreement Signal Intemationa~ Inc. AISG, Inc. PRJ Services and Equipment P.O. Box2607 Brentwood, TN 27024

Service Agreement Signal International, LLC Teklinks, Inc. Internet and MPLS Services 20 I Summit Parkway Birmingham, AL 3520~

Service Agreement Signal International, LLC Teklinks, Inc. SIP Trunk services 201 Summit Parkway Birmingham, AL 35209

Service Agreement Signal International, LLC Deltacom Services for local telephone numbers P.O. Box2252 B' . -· , AL 35246-1058

Service Agreement Signal International, LLC ACC Business Internet, MPLS and SIP Trunk 400 West Ave. services Rochester, NY 14611

Service Agreement Signa! International, LLC Bullseye Telecom Replaces AT&T POTS lines 25925 Telegraph Road Suite 210 Southfield, Ml 48033-2527

Service Agreement Signal International, LLC Gulf Coast Marine Supply, Inc. Price and Delivery Agreement for P.O. Box2088 Goods Mobile, AL 36652

Service Agreement Signal International, LLC Gulf Sales & Supply Inc. Price and Delivery Agreement for 1909 Kenneth Ave. Goods

-- - -Pascag<>_ula, MS 39567

---- - -

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Party or Parties Amounts Service Agreement Signal International, LLC Shipyard Supply, Inc. Price and Delivery Agreement for

5495 East Rite Rd. Goods Theodore, AL 36582

Service Agreement Signal International, LLC Weaver Supply Company, LLC Price and Delivery Agreement for 3813 Richard Street Goods

I Moss Point. MS 39563 Service Agreement Signal Ship Repair, LLC Canal Barge Company, Inc. Master Barge Bareboat Charter

I

835 Union Street Agreement ! New Orleans, LA 70112

Service Agreement Signal International, LLC Signet Maritime Corporation Master Thne Charter Agreement I 1330 Post Oak Blvd., Suite 2!50

Houston, TX 77056-3059 I

Service Agreement Signal Ship Repair LLC Federal Communications FCC Radio Service Authorization ! Commission P.O. Box 358290 Pittsbma..h. PA 15251-5290 i

Service Agreement Signal International, LLC Federal Commucications FCC Radio Service Authorization .

Commission P.O. Box 358290 Pittsburgh. PA 15251-5290 i

Service Agreement Signal International, LLC Wegmann Da.zet & Company Auditors for 401(1<) Plan New Orleans Office: Ill Veterans Blvd., Suite 800 Metairie, LA70005 Northshore Office: 180 New Camellia Blvd. Suite 200 Covin!l;ton, LA 70433

Equipment Lease Signal Ship Repair, LLC Red-D-Are Inc. Lease of Welders 6065B Rangeline Road Theodore, AL 36582-5204

Equipment Lease Signal International, Inc. NewStar Equipment Finance I, Master Lease Agr- Schedule EFA-2-LLC (assigned from Regions Kranendonk Commercial Equipment Finance, LLC) 500 Boylston Street, Suite 1250 Boston,MA 02116 ___ L__ - ·- - ---

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Type of Contract Si1111al Entity Name and Address of Other Description Cure

Party or Parties Amounts Equipment Lease Signal International, Inc. NewStar Equipment Finance I, Master Lease Agr- Schedule EFA-3-

LLC (assigned from Regions Barge Commercial Equipment Finance, LLC) 500 Boylston Street, Suite 1250 Boston. MA 02116

-

Equipment Lease Signal International, LLC Cisco Systems Capital Corp Fiber Optic Cable Lease Processing Center !Ill Old Eagle School Road Wayne, PA 19087

Equipment Lease Signal Internationa~ LLC Cisco Systems Capital Corp Computer Equipment Lease Processing Center !Ill Old Eagle School Road Wayne, PA 19087

Equipment Lease Signal International, Inc. CIT Technology Financing Svcs Copiers- 900-0222081-000 21146 Network Place Chicago, IL 60673-1211 and Wade Office Equipment 1045 DowntownerB!vd. Mobile, AL 36602

Equipment Lease Signal Ship Repair LLC CIT Technology Financing Svcs Copiers - 900-0222080-000 21146 Network Place Chicago, lL 60673-1211 and Wade Office Equipment 1045 Downtowner Blvd. Mobile AL 36602

Equipment Lease Signal International, Inc. GE Capital Copiers- 7711396-002 P.O. Box 3083 Cedar Rapids, IA 52406-3083 and DEX imaging, Inc. I 045 Downtowner Blvd. Mobile, AL 36602

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Type of Contract Signal Entity Name and Address of Otber

Description Cure Party or Parties Amounts I

Equipment Lease Signal International, Inc. GECapital Copiers- 7711396-003 P.O. Box 3083 Cedar Rapids, IA 52406-3083 and DEX imaging, Inc. I 045 Downtowner Blvd.

I ~obile AJL 36602

Equipment Lease Signal International, Inc. GECapita1 Copiers- 7711396·004 P.O. Box 3083 Cedar Rapids, IA 52406-3083 and DEX imaging, Inc. 1045 Downtowner Blvd. ~obile AJL 36602

Equipment Lease Signal Ship Repair LLC GE Capital Copiers· 7801617-001 P.O. Box 3083 Cedar Rapids, IA 52406-3083 and DEX imaging, Inc. 1045 Downtowner Blvd. ~obile, AJL 36602

Equipment Lease Signal Ship Repair LLC GE Capital Copiers· 7801617..()02 P.O. Box 3083 Cedar Rapids, IA 52406-3083 and DEX imaging, Inc. 1045 Downtowner Blvd. ~obile, AJL 3 6602

Equipment Lease Signal Ship Repair LLC GECapital Copiers· 7801617-003 P.O. Box 3083 Cedar Rapids, IA 52406-3083 and DEX imaging, Jnc. 1045 Downtowner Blvd. ~obile AJL 36602

- ---

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Party or Parties Amounts Equipment Lease Signal International, Inc. GreatAmerica Leasing Corp Copiers- 009-0930035-000

P.O. Box 660831 Dallas, TX 75266-0831 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile. AL 36602

Equipment Lease Signal International, LLC GreatAmerica Leasing Corp P.O. Box 660831

Copiers- 010-0932107-000

Dallas, TX 75266-0831 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal International, Inc. GreatAmerica Leasing Corp P.O. Box 660831

Copiers- 010-0932467-000


Equipment Lease Signal International, LLC GreatAmerica Leasing Corp P.O. Box 660831

Copiers- 010-0941108-000


Equipment Lease Signallnternational, lnc. GreatAmerica Leasing Corp Copiers- 014-0773545-000 P.O. Box 660831 Dallas, TX 75266-0831 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile, AL 36602

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Party or Parties Amounts Equipment Lease Signallntemational, Inc. GreatAmerica Leasing Corp Copiers- 014-0798909-000 P.O. Box 660831 Dallas, TX 75266-0831

! and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal Ship Repair LLC GreatAmerica Leasing Corp P.O. Box 660831

Copiers- 0!0-0930806-000


Equipment Lease Siguallnternational, Inc. U.S. Bank Equipment Finance Copiers· 500-0380342-000 1310 Madrid Street, Suite 10 I Marshall, MN 56258-4002 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile,AL 36602

Equipment Lease Siguallnternational, Inc., V arilease Finance Inc. Lease/Buyback - Cincinnati Press Signal International, LLC & 6340 South 3000 East, Slrite 400 Brake and Kranendonk Siguallnternational Texas, LP Salt Lake City, UT 84121

Equipment Lease Signa! International, LLC Wells Fargo Financial Leasing Leasing Customer Service

Copiers - 603..09063 73 Pt A

MAC N0005-055 800 Walnut Street Des Moines, lA 50309-3605 and DEX imaging, Inc. I 045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal International, Inc. Wells Fargo Financial Leasing Leasing Customer Service

Copiers • 603·0906373 Pt B

MAC N0005-0S5 800 Walnut Street

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Party or Parties Amounts Des Moines, lA 50309-3605 and DEX imaging, Inc. I 045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal International, Inc. Wells Fargo Financial Leasing Copiers- 603-0906373-002 Leasing Customer Service MAC NOOOS-055 800 Walnut Street Des Moines, IA 50309-3605 and DEX imaging, Inc. I 045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal International, LLC Wells Fargo Financial Leasing Copiers - 603-0906373-004 Leasing Customer Service MAC NOOOS-055 800 Walnut Street Des Moines, IA 50309-3605 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile. AL 36602

Equipment Lease Signal International, LLC Wells Fargo Financial Leasing Copiers - 603-0906373-005 Leasing Customer Service MAC N0005-055 800 Walnut Street Des Moines, IA 50309-3605 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile,AL 36602

Equipment Lease Signal International, LLC Wells Fargo Financial Leasing Copiers - 603-0906373-006 Leasing Customer Service MAC NOOOS-055 800 Walnut Street Des Moines, lA 50309-3605

L_- and

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Party or Parties Amounts DEX imaging, Inc. I 045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal International, Inc. Wells Fargo Financial Leasing Copiers • 603-0906373..()08 Leasiog Customer Service MAC N0005-055 800 Walnut Street Des Moines, IA 50309-3605 and DEX imagiog, Inc. 1045 Downtowner Blvd. Mobile. AL 36602

Equipment Lease Signal International, Inc. Wells Fargo Financial Leasing Copiers- 603-0032948 Leasing Customer Service

I MAC N0005-055 800 Walnut Street i

Des Moines, IA 50309-3605 and DEX imaging, Inc.

I

1045 Downtowner Blvd. Mobile,AL 36602

Equipment Lease Signal International, LLC Wells Fargo Financial Leasing Copiers· 603..()032948..005 Leasing Customer Service MAC N0005..()55 800 Walnut Street Des Moioes, IA 50309-3605 and DEX imaging, Inc. 1045 Downtowner Blvd. Mobile AL 36602

Equipment Lease Signal International, LLC Wells Fargo Financial Leasing Copiers • 603-0033186..()0 I

- Leasiog Customer Service MAC N0005-055 800 Walnut Street Des Moines, IA 50309-3605

_,and_ -- --- ----

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Party or Parties Amounts DEX imaging, Inc. 1045 Downtowner Blvd. Mobile, AL 36602

Equipment Lease Signal International, LLC Pitney Bowes Global Financial Postage Machine in Pascagoula, MS Services 3001 Summer St. Stamford, CT 06926

Equipment Lease Signal Internationa~ Inc. Pi1ney Bowes Global Financial Postsge Machine • Corporate Office in Services Mobile, AL 3001 Summer St. Stamford, CT 06926

Equipment Lease Signal International, LLC Leaf Capital Funding, LLC Copiers· 100-1705647-001- Orange, 1720A Crete Street TX (Buckley) Moberly, MO 65270

Equipment Lease Signal International, LLC Leaf Capital Funding, LLC Copiers- 100-1705647-002- Orange; 1720A Crete Street TX (Buckley) Moberly, MO 65270 -

Equipment Lease (Rental) Signal International, LLC Mobile Modular Management Rental of S x 40 Container Office Corp. P.O. Box 45043 San Francisco CA 94145-0043

Contract Labor Agreement Signal International, LLC and Advanced Technical Staffing Staffmg agreements for production Signal Ship Repair, LLC Solutions workers

P.O. Box 1844 Mobile AL 36633

Contract Labor Agreement Signal International, LLC and Alliance Mechanical Solutions Staffing agreements for production Signal Ship Repair, LLC 33981 Highway 59 workers

Loxley, AL 36551 Contract Labor Agreement Signal International, LLC and Ameri-Force Craft Services Staffing agreements for production

Signal Ship Repair, LLC 9485 Regency Square Blvd. workers Suite 300 Jacksonville, FL 32225

Contract Labor Agreement Signal International, LLC and Core Group Resources Staffing agreements for Signal Ship Repair, LLC 410 W. Grand ParkwayS. executive/admin workers

Suite 205

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Party or Parties Amounts Katy, TX 77494

Contract Labor Agreement Signal International, LLC and Empire Scaffold Staffing agreements for production Signal Slrip Repair, LLC 4505 Halls Mill Road workers

Mobile, AL 36693 Contract Labor Agreement Signal International, LLC and F&S Marine Staffing agreements for production

Signal Ship Repair, LLC 3305 Old Mobile Avenue workers Pascagoula, MS 39581

Contract Labor Agreement Signal International, LLC and Flexicrew Staffing, Inc. Staffing agreements for production Signal Ship Repair, LLC 3517 Laughlin Drive worli:ers

Mobile, AL 36693 Contract Labor Agreement Signal International, LLC and Genesis Technical Staffing, Inc. Staffing agreements for engineers

Signal Ship Repair, LLC 3 521 Lakefront Drive Mobile, AL 36695

Contract Labor Agreement Signal International, LLC and Hutcolnc. Staffing agreements for production Signal Ship Repair, LLC 114 Park Center Street workers

Broussard, LA 70518 Contract Labor Agreement Signal International, LLC and Impact Marine & Industrial Staffing agreements for production

Signal Ship Repair, LLC Services workers 1940 Jackson Ave. Pascagoula, MS 39567

Contract Labor Agreement Signal International, LLC and JenyPitman Staffing agreements for engineers Signal Ship Repair, LLC 12504 Hwy. 54

Vancleave, MS 39565 Contract Labor Agreement Signal International, LLC and Knights Marine & Industrial Staffing agreements for production

Signal Ship Repair, LLC Services workers 3421 Industrial Road Pascagoula, MS 395 81

Contract Labor Agreement Signal International, LLC and MCG Contracting Staffing agreements for production Signal Ship Repair, LLC 308 Saint Michael Street workers

Mobile AL 36602 Contract Labor Agreement Signal International, LLC and Maxum Industries, LLC Staffing agreements for production

Signal Ship Repair, LLC 1307 Tool Dr. workers New Iberia, LA 70560

Contract Labor Agreement Signal International, LLC and NSC Technologies, Inc. Staffing agreements for production Signal Ship Repair, LLC 660 Mt. Vernon Avenue workers

Portsmouth, VA 23707 - ---- --

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Party or Parties Amounts Contract Labor Agreement Signal International, LLC and Permanent Workers, LLC Staffing agreements for production

Signal Ship Repair, LLC 7702 East Hwy. 182 workers Morgan City, LA 70380

Contract Labor Agreement Signal International, LLC and Shore Construction, LLC Staffing agreements for production Signal Ship Repair, LLC 1311 Market Street workers

Pascagoula, MS 39567 Contract Labor Agreement Signal International, LLC and Sirius Technical SOIVices, Inc. Staffing agreements for engineers

Signal Ship Repair, LLC 6215 Rsngeline Road, Suite 20 I Theodore, AL 36582

Contract Labor Agreement Signal International, LLC and South Marine Systems, Inc. Staffing agreements for production Signal Ship Repair, LLC 4126 Government Blvd, Suite A workers

Mobile, AL 36693 Contract Labor Agreement Signal International, LLC and Southland Energy Services, LLC Staffing agreements for production

Signal Ship Repair, LLC 202 Lynden wood Drive workers Houma, LA 70364

Contract Labor Agreement Signal International, LLC and Steel Personnel Staffing agreements for Signal Ship Repair, LLC executiveladmin workers

Contract Labor Agreement Signal International, LLC and Technical Marine Maintenance Staffing agreements for production Signal Ship Repair, LLC Mississippi, LLC workers

5437 West Park Ave. Houma, LA 70364

Contract Labor Agreement Signal International, LLC and Tradesmen Services, LLC Staffing agreements for production Signal Ship Repair, LLC 9760 Shepard Road workers

Macedonia, OH 44056 Contract Labor Agreement Signal International, LLC and Trev-Co. Staffing agreements for engineers

Signal Ship Repair, LLC 15543 Davids Ct. Biloxi, MS 39532

Contract Labor Agreement Signal International, LLC and United Labor Group Staffing agreements for production Signal Ship Repair, LLC 63 5 Burlington Avenue workers

P.O. Box 1084 Logansport, IN 46947

Employment Contract Signal lnternalional, Inc. Robert A. Beclanann Sr VP/General Manager 11 N. Water St., Suite 16250 Mobile, AL 36602

Employment Contract Signal International, Inc. Christopher Cunningham SrVP&CFO 11 N. Water St., Suite 16250

-- -- --

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Party or Parties Amounts Mobile, AL 36602

Employment Contract Signal International, Inc. Richard L. Marler President & CEO II N. Water St., Suite 16250 Mobile, AL 36602

Employment Ccntract Signal International, Inc. Ronald Schnoor Sr. VP/General Manager 11 N. Water St., Suite 16250 Mobile, AL 36602

Consulting Agreement Signal Ship Repair, LLC Peter C. Maschke Ship Repair Sales 16 Lakeshore Drive Daohne, AL 36526

Consulting Agreement Signal Ship Repair, LLC ManueiOtano Sales efforts in Mexico, Central and 10208 Summerlake Ct. South America Mobile, AL 36608

Consuhing Agreement Signal International, Inc. Sara Weyant-Bunn IT Consultant 26E1wynRd Portsmouth, NH 03801

Finance Agreement Signal International Texas, L.P. Westport Orange Shipyard LLC Consent and Intercreditor dated March 91 West Front Street 3, 2015, among Westport Orange Orange, TX 77630 Shipyard LLC, Signal International

The Teachers' Retirement System Texas, L.P., The Teaehers' Retirement

of Alabama, an instrumentality of System of Alabama and

the State of Alabama CommunityBank ofTexas, N.A.

135 South Union Street Montgomery, AL 36104

CommunityBank of Texas, N.A. 4690 Sweetwater Blvd Suite 100 Suearland, TX 77479

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Party or Parties Amounts Finance Agreement Signal International Texas, L.P. The Teachers' Retirement System Collateral Assignment of Deed of

of Alabama, an instrumentality of Trust, Preferred Fleet Mortgage and the State of Alabama Other Loan Documents dated as of 135 South Union Street October 3, 2014 by Signal Montgomery, AL 36104 International Texas, L.P., in favor of

The Teachers' Retirement System of Alabama, as administrative agent and collateral agent for certain lenders, and recorded in the Office of the County Clerk of Orange County, Texas as Instrumeot No. 412087 and recorded with the U.S. Coast Guard National V esse! DoCIU1Ientation Center on October 7, 2014 as Batch No .

. 23076900, Document No. 23.

Finance Agreement Signal International Texas, L.P. Westport Orange Shipyard LLC Recognition Agreement dated I 91 West Front Street effective as of October 3, 2014 by and

Orange, TX 77630 between Signal International Texas, The Teachers' Retirement System L.P., Westport Orange Shipyard LLC of Alabama, an instrumentality of and The Teachers' Retirement System the State of Alabama of Alabama, as administrative agent 135 South Union Street and collateral agent for certain leaders, Montgomery, AL 36104 recorded in the Office of the County

Clerk of Orange County, Texas as Instrument No. 412088 and recorded with the U.S. Coast Guard National Vessel Documentation Ceoter on October 10, 2014 as Batch No. 231592000, Document No.9.

Finance Agreement Signal International Texas GP, Buckley & Son Fahrication & Deed of Trust dated August 24, 2007 LLC Construction, Inc. by and between Signal International

P.O. Box 3004 Texas GP, LLC and Buckley & Son Orange, TX 77631-3004 Fabrication & Construction, Inc.

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Type of Contract Signal Entity Name and Address of Other D=ription Cure

Party or Parties Amounts Finance Agreement Signal International Texas GP, Buckley & Son Fabrication & Security Agreement dated August 24;

LLC Construction, Inc. 2007 by and between Signal ' I

P.O. Box 3004 International Texas GP, LLC and Orange, TX 77631-3004 Buckley & Son Fabrication &

Construction, Inc.

Finance Agreement Signal International Texas GP, Buckley & Son Fabrication & Promissory Note dated August 24, I

LLC Construction, Inc. 2007 signed by Signal International P.O. Box 3004 Texas GP, LLC for the purchase ofthe Orange, TX 77631-3004 property from Buckley & Son

Fabrication & Construction, Inc. i

Customer Contracts Signal Ship Repair LLC Trailer Bridge, Inc. Repairs to the Atlanta Bridge (A 186), 10405 New Berlin Rd. East including all purchase orders and Jacksonville, FL 32226 subcontracts

Customer Contracts Signal Ship Repair LLC A.P. Moller - Maersk A/S Framework Agreement for the storage Esplanaden 50 of a thruster unit. (A156L), including 1098 Copenhagen K all purchase orders and subcontracts Denmark

Customer Contracts Signal Ship Repair LLC US Army Corps of Engineers Repairs to the MN Benyaurd & Barge Vicksburg Contracting Office 8602 (A206L), including all purchase 4 I 56 Clay Street orders and subcontracts Vicksburg, MS 39183-3435

Customer qontracts Signal Ship Repair LLC Linea Peninsular, Inc. Repairs to the MN Guadalupe 5323 West Highway 98 (A204L), including all purchase orders Panama City, FL 32401 and subcontracts

Customer Contracts Signal Ship Repair LLC Precious Shipping PCL Repairs to the MN Fonthida Naree Cathay House (A209L), including all purchase orders 8 North Sathorn Road and subcontracts B~ok 10500, Thailand

Customer Contracts Signal Ship Repair LLC Eidesvik A!S Repairs to the MN Viking Poseidon 5443 B121MLO (A208L), including all purchase orders Vestvikveien I, and subcontracts Norway

Customer Contracts Signal International, LLC Transocean Offshore Deepwater, Master Services Agreement So nat Tower, 4, Greenway Plaza, Houston TX 77046-0400, USA

- -·-·- - ---

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Party or Parties Amounts Customer Contracts Signal International, LLC Diamond Offshore Company Master Services Agreement

!54!5KatyFreeway, Suite 100 Houston TX 77094

Customer Contracts Signal International, LLC Rowan Drilling US Limited Master Services Agreement 2800 Post Oak Blvd, Suite 5450 Houston TX 77056

Customer Contracts Signal International, LLC Helix Energy Solutions Group, Master Services Agreement Inc. (formerly Cal Dive International Inc.) 400 North Sam Houston Parkway East, Suite 400 Houston, TX 77060

Customer Contracts Signal International, Inc. Cal Dive Offshore Contractors, Master Services Agreement Inc. 2500 CityWest Blvd, Suite 2200

i

Houston, TX 77042 Customer Contracts Signal Ship Repair LLC Manson Construction Co. Master Services Agreement

P.O. Box24067 Seattle, W A 98124

Customer Contracts Signal Ship Repair LLC Hornbeck Offshore Operators. Master Services Agreement LLC 103 Northpark Blvd, Suite 300 Covin!!:ton, LA 70433

Customer Contracts Signal Ship Repair LLC Seacor Marine LLC Vendor Master Services Agreement 7910 Main Street, 2nd Floor and Hold Harmless Houma, LA 70360

Customer Contracts Signal International, LLC and Noble Drilling (U.S.) Inc. Master Services Agreement Signal International Texas, LP 13135 South Dairy Ashford

Suite 800 Sugar Land, TX 77478

Customer Contracts Signa! International, LLC Transocean Offshore Deepwater, Stacking Agreement for the TOI Sonat Tower, 4, Greenway Plaza, Sovereign Explorer (S451), including Houston TX 77046-0400, USA all purchase orders and subcontracts.

Customer Contracts Signal International, LLC Hercules Offshore Corp Stacking Agreement for the Hercules • 9 Greenway Plaza, Suite 2200 H265 (S552), including all purchase Houston TX 77046 orders and subcontracts

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Type of Contract Signal Entity Name and Address of Other Description Care

Party or Parties Amounts Customer Contracts Signal International, LLC Transocean Offshore Deepwater, Offshore T&M Wolk for the TOI

Sonat Tower, 4, Greenway Plaza, Deepwater Invictus (8579), including Houston TX 77046-0400, USA all purchase orders and subcontracts

Customer Contracts Signal International, LLC Rowan Drilling US Limited Contract for work on the Rowan Cecil 2800 Post Oak Blvd, Suite 5450 Provine Rig #39 (S613), including all Houston TX 77056 purchase orders and subcontracts

Customer Contracts Signal International, LLC VT Halter Marine Fabrication and assembly of 4 B 135 900 Bayou Casette Palkway Crowley module units (8617), Pascagoula MS 39568 including all purchase orders and

subcontractors Customer Contracts Signal International, LLC Dixstone Holdings LTD Stacking Agreement for the TIK0-1

Lyford Manor, Lyford Cay, (S621), including all purchase orders West Bay Street, and subcontracts PO Box N10051, Nassau, Bahamas

Customer Contracts Signal Internationa~ LLC Transocean Offshore Deepwater, Offshore T&M Work for the TO! Sonat Tower, 4, Greenway Plaza, . Deepwater Asgard (S623), including Houston TX 77046-0400, USA all purchase orders and subcontracts

Customer Contracts Signal International, LLC Rowan Drilling US Limited Crane Boom Rest Fabrication for the 2800 Post Oak Blvd, Suite 5450 Joe Douglas Rig #78 (S626), including Houston TX 77056 all purchase orders and subcontracts

Customer Contracts Signal International, LLC Bro-Tex International Metals Refloat and Mobilize Rig- Ocean 4690 Mar Street Saratoga (S627), including all Brownsville, TX 78521 purchase orders and subcontracts

Customer Contracts Signal International, LLC Rowan Drilling US Limited RC Drive Pipe Platform Fabrication 2800 Post Oak Blvd, Suite 5450 for the Joe Douglas Rig #78 (S628), Houston TX 77056 including all purchase orders and

subcontracts Customer Contracts Signal International, LLC Transocean Offshore Deepwater, 12 inch Flare Boom Fabrication and

Sonat Tower, 4, Greenway Plaza, Offshore Installation wolk (S629), Houston TX 77046-0400, USA including all purchase orders and

subcontracts Customer Contracts Signal International, LLC The Dutra Group Repairs and berthing of Dredge

2350 Kerner Blvd #200 Stuyvesant (S630), including all Sau Rafael, CA 9490 I purchase orders and subcontracts

- --- --·- - L ---·--- - ---- - -

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Type of Contract Signal Entity Name and Address of Other Deseription Cure

Party or Parties Amounts Customer Contracts Signal International, LLC VT Halter Marine Bollard Pull Test (S632), including all

900 Bayou Casette Parkway purchase orders aod subcontracts Pascagoula MS 39568

Agency Agreement Signal Ship Repair, LLC Atra Holland B.V. Non-exclusive Agent for purposes of Kastanjelaao 6 soliciting repair services on 1272 HT Huizen N etherlands/Belgiwn registered or Netherlands controlled vessels

Agency Agreement Signallnternationa~ Inc. BKG & Company, Inc. Non-exclusive Agent for purposes of soliciting repair services from Brazilian companies

Agency Agreement Signal Ship Repair, LLC Dassler Schiffahrts-Wld Exclusive Agent for purposes of Handelsgesellschaft mbH soliciting repair services on Gennan Hamburg Branch, Alsterrwiete 5 registered or controlled vessels D-2009 Hamburg

Agency Agreement Signal Ship Repair, LLC L. ZamboWlis & Associates Co. Non-exclusive Agent for purposes of LTD soliciting repair services on Greek Mr. George Zambounis registered or controlled vessels 7-9 Dexamerds str. P. Fa!iro 17561 Athens, Greece

Agency Agreement Signal Ship Repair, LLC Marland Technical Services Ltd. Non-exclusive Agent for purposes of 702 Fortress Tower soliciting repair services on Hong 250 King's Road, Hong Kong Kong registered or controlled vessels

Agency Agreement Signal Ship Repair, LLC Martechnik Spares Engineering Non-exclusive Agent for purposes of No. 1 North Bridge Road soliciting repair services on # 22-07 High Street Centre Singaporean!Ma!aysian registered or Singapore 179094 controlled vessels

Agency Agreement Signal Ship Repair, LLC Quilha Engenharia Navale Exclusive Agent for purposes of Representacoes soliciting repair services on Brazilian Rua Bogari, 115 registered or controlled vessels Lagoa - Rio de Jaoeiro - RJ CEP • 22471-340 Brazil

Agency Agreement Signal Ship Repair, LLC Victoria Maritime Services Non-exclusive Agent for purposes of 7, avenue des Papalins soliciting repair services on MC 98000- PRINCIPAUTE DE Monaco/Italy/Switzerland registered MONACO or controlled vessels

-

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[Additional contracts may exist and will be added upon discovery.]

51


~NN.~ lA . CHRISIUl'JlliK

RI.RR

Schedule 10.1

List of Employees

tie

VP & C~"'--------j 11 '-"" l3Q_

SR VI ElU . MGR

M J' PAUL STRUCTL AL WELiillR-l:~l'?;;St1T;;;,------j RARAIAS,JOSE SCAFFOL 'r i'ER-JST RARFIHI.n, JUDY :n; lA

RARF!FI.n,RANDY rAl TRLMGR RARNI'S, SUSAN ADMIN AS: ISTANT RAI "1, HAROLD RIGC )R-IST RAI Cllh, ,o F0"""" Hl{SA AI ') SSR BAR'"llMU;:>, lA :SUHL:UN-'RACT At; '"'"- ATOR BEAVER, '-'11 :SAl'"- fY REP II

r.PH ~- f<:Ar A ')SSR 1, nnNAJ.n :SHII ~L:UMJ:Il

l1U, TRACY AL:L:TS PAYABLE M \NAGF.R ,TRACEY r IUKOFHR.CORP

BITLOY, PAUL STRUCTURAL WEL "lF.R-IST , ERIK VP OPERA ~ Sl

R!. .whLL,ALVJN tSl RT.AKH WIII.TAM IPD,I!I RT.ANC'n, EDDIE RJ.AV()S nAN Rl

RJ.ONnH, MA'IIH"W BOND, WILJ.JAM

""" <A IIY' BRION HVUJ lAITY, 1\."NN.,UJ r>UWtll<., MARTIN

PA1t<.ICIA f'l nTHNN

,RAY RRYANLJSA BRYAN, "l'llliN RRYANT,MAT

>LVIN

.DIV NllJ WU.KK lA.TOR III :s~ rrrllr>, SR

. FOREMt< IJRLY) FQD llMA .Y)

lS1 ptJr>rr.rA<Hhln MAN.\GER TOOLROC

.VlO>UK

IT 'UUARD AR r>.n r n.rr~or INA TOR r>r ill) MGR, DIVISION QA IUKI BLAS'J ~ 1ST

~~.~HEA-liL-~·-------1 STRUCTURAL ~ UUI:SIOEI>{ACI ~D~---1 FORPIV(AN/SVP l(H()URL ')

52


Name Title CHAPPELL, CLINTON SCAFFOLD CARPENTER-1ST CHAVIS SR, RANDY STRUCTURAL WELDER-1ST CLARK, BRANDY HR SUPERVISOR CLARK, DAVID FOREMAN/GENERAL COCHRAN, DAVID GEN SUPT/DEPT HEAD COLEMAN, JAMES ESTIMATOR, SR CONE, CLEVELAND PIPEFITTER-IST COOK, MICHAEL VP ADMIN & TECH SUPP COOK, MICHAEL SHIPFITTER-1ST COOPER, STEVEN DOCKMASTER COWAN, CALVIN STRUCTURAL WELDER-1ST COXWELL, JANE STRUCTURAL WELDER-1ST COYNE, CARLO QA INSPECTOR Ill CRUZ ORTIZ, MIGUEL SHIPFITTER-1ST CURRY, SHERR! PROJECT ADMIN ASSTI CURRY TOMMIE SCAFFOLD CARPENTER-3RD --DALEY, JAMES FOREMAN/SUPR(HOURLY) DAVIS, LISA ADMIN ASSISTANT DAVIS, WILLIAM RIGGER/OPERATOR-1ST DELGADO MARTINEZ, JORGE SHIPFITTER-1ST DELLACER, KYLE STRUCTURAL WELDER-1ST DESTINVIL, MANIEL STRUCTURAL WELDER-1ST DICKINSON, MONTREE FOREMAN/SUPR(HOURLY) DIXON, LEE SHIPFITTER-I ST DOBSON, ASHTON NETWORK ADMINISTRATOR Ill DOVE, STEVE PROG/ANALYST,SR DUBOSE EMMITT SECURJTY GUARD DUDLEY, ROBERT RIGGER/OPERATOR-1ST DUFAULT, GREGORY BLASTER/PAINTER-1ST DUROCHER, GLORIA SAFETY REP I EATMON, LARRY FOREMAN/SUPR(HOURL Y) EDDINS, GLENN FOREMAN/SUPR(HOURL Y) ELEY, TERRY SAFETY MANAGER DIV ELLERBE, LLOYD PIPEFfiTER-IST ELLISON, THOMAS PRODUCTION MANAGER FERRELL, RICHARD ELECTRICIAN-1ST FINCH, DAVID ·STRUCTURAL WELDER-1ST FINKLEA, JOHN STRUCTURAL WELDER-1ST FLOYD, WILLIAM RIGGER/OPERATOR-1ST FORSMAN, FRANCIS PLANNER,SR FORTENBERRY TIM FOREMAN/GENERAL FRANCESCHI ROMAN, GERARDO SHIPFITTER-1ST FRESH, AMY HR SUPERVISOR GAMBLE, RUBIN OUTSIDE MACHINIST-1ST GEHRMANN JEFFREY ENGINEERING MANAGER GEORGE, RHONDA HIRING MANAGER GIBSON, JAMES DESIGNER, SR GODWIN, CLAUDE SHIPFITTER-I ST GOODMAN DAVID RIGGER/OPERATOR-1ST GOODWIN, JON MECHANIC-1ST GOPINATHAN PILLAI SANTHOSH KUMAR STRUCTURAL WELDER-1ST GORDON JACK STRUCTURAL WELDER-1ST

53


Name Title GRAHAM, BENIAMEN FOREMAN (SALARY) SSR GRAHAM, JOSEPH RIGGER/OPERATOR-I ST GREGORY, CLIFFORD DIRECTOR OF IT GUICE, MICHAEL STRUCTURAL WELDER-1ST GUNISETTI, RAMESH SAFETY REP II HALL, JOHN SHIPFITTER-1ST HARMON, ffiNNIFER PAYROLL REPRESENTATIVE HARPER, CARRIE CONTROLLER, CORPORATE HARRIS, EDDIE FOREMAN/SUPR(HOURL Yl HARRIS, ERNEST STRUCTURAL WELDER-1ST HARRIS, JAMES SHIPFmER-lST HARRIS, VONNIE FACILITIES MANAGER HARWOOD, JOHN INSIDE MACHINIST 1ST HATAWAY,JODY PROJECT MGR II HATTON, RICHARD SHIPFmER-IST HAYES, CHARLES DOCK CREW HAYNIE, JAMES · FOREMAN/SUPRlHOURL Y) HEBERT, DANIEL QAIOC MANAGER HENDERSON, JEREMY FOREMAN-cSALARY)SSR HERNANDEZ, JOSE STRUCTURAL WELDER-1ST HEWITT, KATHLEEN EXEC ADMIN ASST TO CEO HIGGINS, MICHAEL FOREMAN lSALARYl SSR HILLIARD, WENDIE EXECUTIVE ADMIN ASST HOLDEN SIMON QA SR INSPECTOR, COATING HOLLAND, LLOYD SHIPFITTER-1ST HOLLOWAY, COREY SECURITY GUARD HORNE, JASON MECHANIC-I ST HOWARD, JOSEPH FOREMAN/SUPRffiOURL Yl HOWARD, VAN ESTIMATING MANAGER HOWELL, TRACY CL STRUCTURAL FITTER HUFF, RUDELL STRUCTURAL WELDER-1ST HURST, ROBERT OAIOC MANAGER INGLE, BILLY RIGGER/OPERATOR-1ST JAMES, RANDOLPH TOOLROOM/REPAIRER JAMES, RODERICK DOCK CREW JOE, DARRYL GEN SUPT/DEPTHEAD JOHNSON, ANDREW STRUCTURAL WELDER-1ST JOHNSON, CARLOS OA INSPECTOR I JOHNSON CLYDE FOREMAN fSALARYI SSR JOHNSON, KRISTIE PAYROLL MANAGER JOHNSON, NONA SECURITY GUARD JOHNSON PAIIL FOREMAN (SALARY) SSR JOHNSTON SAMANTHA PARALEGAL II JOINER, QUITMAN PIPEFITfER-IST JONES GARY BLASTER/PAINTER-1ST JONES, GEORGE BLASTER/PAINTER-1ST JONES, MARVIN OUTSIDE MACHINIST-1ST JONES, MICHAEL STRUCTURAL WELDER-1ST JORDAN, ANTHONY STRUCTURAL WELDER-1ST JORDAN, JOHN FOREMANISUPR(HOURLY) JOSEY, JASON SHIPFITTER-1ST KELLEY, MICHAEL SECURITY GUARD

54


Name Title KILLEEN, PATRICK DIRECTOR OF EH&S KILPATRICK, DENNIS SECURITY GUARD KING, ANTHONY PLANNER II KREBS, SONIA ACCTS PAYABLE MANAGER LACY, RICHARD SECURITY GUARD LADNIER, RONALD ESTIMATOR, SR LANDRUM, ROBERT SAFETY REP II LANE, WESLEY PROJECT MGR I LANGLEY, LESLEY DOCK CREW LANGLEY, LINDSAY ACCOUNTING CLERK LEE, VELVET JANITOR (OFFICE)-LIGGINS, DAMON QA INSPECTOR II LOGAN, OLIVER FOREMAN/GENERAL LOTI, JOSEPH - ESTIMATOR SR LOVE, DONALD STRUCTURAL WELDER-1ST

-

LU,KINH OUTSIDE MACHINIST-1ST MACK, WILLIAM NETWORK ADMINISTRATOR Ill MADDEN, DANIEL DOCK CREW MALDONADO, LUIS SHIPFmER-1 ST MALLETTE, GARY FOREMAN/SUPR(HOURL Y) MANLEY CHAMP PROJECT MGR,II-SSR MARTINS GEORGE CONTRACTS ADMINISTRATOR MASON, JENNIFER PURCHASING SUPERVISOR MAYHALL, JOSEPH VP OF SALES & MARKETING MAYO, NATIIANIEL FOREMAN (SALARY) SSR MCCALL, RANDALL STRUCTURAL WELDER-1ST MCGOWAN, BRIAN MATERIAL CTRL 1ST CLASS MCKENZIE, WINDLE RIGGER/OPERATOR-1ST MELTON, DAVID MEDICAL MANAGER, DN MERCADO, ALBERTO SIDPFITTER-IST MIDDLETON, JIMMY PROJECT MGR,I-SSR MIGHTY, FRANKLIN INSIDE MACHINIST 1ST MILTON, PAUL CONTRACTS ADMINISTRATOR MITCHELL, JERMAINE BLASTER/PAINTER-1ST MITCHELL, KIUSTA SECURITY SUPERVISOR MORALES, ROMEL SECURITY GUARD, LEAD MORGAN, JOSEPH FOREMAN(SALARYl SSR MOULDS, TOMMY OUTSIDE MACHINIST-1ST MURRAY, LENORE ESTIMATOR II MYERS, CLAIBORNE ESTIMATOR, SR NEWELL, ANTHONY FOREMAN/SUPRCHOURL Yl NICHOLAS, ANDRE FOREMAN/SUPR(HOURLY) NOBLE, LUCIAN ACCOUNTANT, SR OLSON MARK CONTRACTS ADMINISTRATOR OVERSTREET, CHADWICK PROJECT SUPERINTENDENT PARKER, DAVID BLASTER/PAINTER-1ST PARKER JOHN SECURITY GUARD PARNELL, JEFFREY SUPERINTENDENT PERKINS, ISOM FOREMAN/SUPR(HOURL Y) PERRY, CYNTHIA COURIER PHILLIPS, TIMOTHY PROJECT MGR,I-SSR PHILLIPS, TIMOTHY RIGGER/OPERATOR-1ST

55


56


Name Title STEVISON, JARRED ENGINEER STEWART, DEBORAH ELECTRICIAN-1ST STEWART, GEORGE FOREMAN/GENERAL STEWART, JONATHAN QA INSPECTOR Ill STOKES, HOWELL VP COST ENGINEERING STOLLENWERCK, SEBASTIAN PLANNER II STORK, DOUGLAS SAFETY REP Ill SUTTON, EDDIE ELECTRICIAN-I ST SWINSON, GARLAND FOREMAN (SALARY) SSR SYKES, BARRY DOCK CREW TAFT, ALBERT FOREMAN/GENERAL TANNER, RICKY STRUCTURAL WELDER-1ST TANNER, WILLIAM GEN SUPT/DEPT HElAD TAYLOR, CHARLES OUTSIDE MACHINIST-1ST TE!ASLEY, WILLIAM PRESS BRAKE OPERA TOR THEPPHANORINH, SOMCHANH STRUCTURAL WELDER-1ST THIBAULT, SHERRY SECURITY GUARD THOMAS, CYRILLE SHIPFITTER-1ST THOMPSON FLOYD CARPENTER-1ST THORNTON, JOSEPH RIGGER/OPERATOR-1ST TOLBERT, AMOS SECURITY GUARD TRAWICK JEFFERY SHIPFITTf!RCJST TULLIS, WILLIAM ACCOUNTING MANAGER TURNBULL TARIM DOCK CREW VALLELY, EUGENE MECHANIC-! ST VAUGHN CLAYTON PROJECT SUPERINTENDENT VAUGHN HAROLD TOOLROOM/REPAIRER VENDEIRO, LISA DOCUMENTCTRLSUPV WADE, OLIVER SAFETY MANAGER, DIY WALTERS, PHILLIP SHIPFITTER-1ST WALTMAN, ALBERT FOREMAN/GENERAL WARD JIMMY PROJECT SUPERINTENDENT WARREN, ANTHONY BLASTER/PAINTER-1ST WASHINGTON, SHANICKA JANITOR (OFFICE) WEAVER, ANTHONY SHIPFITTER-I ST WEBB, KENNETH SECURITY SUPERVISOR WHEELER, DAVID PROJECT SUPERINTENDENT WHITE, RODERICK FOREMAN/SUPR(HOURL Y) WIIK, WILLIAM HRMANAGER WILBURN, JONATHAN SCAFFOLD CARPENTER-1ST WILKINS, JOSEPH OUTSIDE MACHINIST-1ST WILLIAMS, BILLIE SHIPFITTER-I ST WILLIAMS, HARVEY STRUCTURAL WELDER-1ST WILLIAMS, JACKIE BLASTER/PAINTER-1ST WOOD, JERRY FOREMAN/SUPR(HOURL Y) YOUNCE, WILLIAM DOCK CREW YOUNG, TIMOTHY STRUCTURAL WELDER-1ST

57


58


Seller Disclosure Schedule

As of July 13, 2015

Reference is hereby made to the Asset Purchase Agreement, dated as of July 13, 2015 (the "Asset Purchase Agreement") made by and between Signal International, Inc., a Delaware corporation ("Signal"), Signal International, LLC, a Delaware limited liability company ("Int'l"), Signal Ship Repair, LLC, a Delaware limited liability company ("SSR"), Signal International Texas GP, LLC, a Delaware limited liability company ("SGP"), and Signal International Texas, L.P., a Delaware limited partnership ("SLP," collectively with Signal, Int'l and SSR, the "Seller"), and Teachers' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§ 16-25-1 et seq., of the Alabama Code (or its designee) and Employees' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§ 16-25-1 et seq., of the Alabama Code (or its designee) (the "Purchaser"). Capitalized terms used and not otherwise defined herein shall have the meanings attributed thereto in the Asset Purchase Agreement.

Pursuant to the Asset Purchase Agreement, attached hereto are the schedules comprising the Seller Disclosure Schedule referred to in the Asset Purchase Agreement and, in accordance with Section 11.7 of the Asset Purchase Agreement, this Schedule is deemed to be part of the entire agreement among the parties with respect to the subject matte!' of the Asset Purchase Agreement. This Schedule is arranged in sections and paragraphs corresponding to the numbered and lettered sections and paragraphs of Article 3 of the Asset Purchase Agreement. The disclosure in any section or paragraph of this Schedule, and those in any amendment or supplement hereto, will be deemed to relate to each other provision of Article 3 of the Asset Purchase Agreement.

Ce.ttain agree.tne.tlts, documents, infmmation and other matters are listed in this Schedule for purposes of providing information only, and items referenced in this Schedule referring to sections of the Asset Purchase Agreement containing qualifications as to "Material Adverse Effect" or "materiality" are in no way meant to reflect an interpretation by the Seller that such items rise to the level of having implications with respect to such Material Adverse Effect or materiality references and are not intended to establish a standard of materiality for any purpose. In addition, the disclosure of any item is not to be dee.tned an admission that such inf01mation actually constitutes noncompliance with, or a breach or violation of, any Law, Judgment, Pe1mit, Governmental Authorization or Contract to which such disclosure is applicable.

All references in this Schedule to the enforceability of agreements with third pmties, the existence or non-existence of third -party rights, the absence of breaches or defaults by third parties, or similar matters or ststements, are intended only to allocate rights and risks among the pruties to the Asset Purchase Agree.tnent and are not intended to be admissions against interests, give rise to any inference or proof of accuracy, be admissible against any party to the Asset Purchase Agreement by any Person who is not a party to the Asset Purchase Agreement, or give rise to any claim or benefit to any Person who is not a party to the Asset Purchase Agreement.

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In no event shall the listing of such agreements, documents, information or other matters in this Schedule be deemed or interpreted to broaden the Seller's representations and warranties, obligations, covenants, conditions or agreements contained in the Asset PUrchase Agreement. The headings contained in this Schedule are for convenience of reference only and shall not be deemed to modify or influence the interpretation of the information contained in this Schedule or the Asset Purchase Agreement.

(The remainder of this page is intentionally left blank)

60 \\NY- 037160/000006 -4l247JOV.Z


Schedule 3,5

Claims. Litigation and Disputes

Claimant Case Style Carnival Corporation vs. Signal Ship Repair, et al US District Court for the Southern District of

Alabama- 13-cv-00314-CG-C Kevin Smith vs. Signal International EEOC Charge No. 846-2014-15884- Mobile

Local Office Hannah Christopher vs. Signal Ship Repair, et al EEOC Charge No. 425-2012-00526- Mobile

Local Office Fireman's Fund Insurance Company et al vs. US Court of Appeals for the Second Circuit -Siena! International, et al 14-1346-cv (L) c/w 14-2516-cv Big Dawg Services, Inc. vs. Signal International, Jackson County, Chancery Court, Mississippi LLC, et al - C/A#2014-00324NH Achari, et al vs. Signal International, LLC, et al US District Court for the Eastern District of

Louisiana- 2:13-cv-06218-SM-DEK Chakkiyattil, et a! vs. Signal International, LLC, et US District Comt for the Eastern District of a! Louisiana- 2:13-cv-06219-SM-DEK David, et al vs. Signal International, LLC et al US District Court for the Eastern District of

Louisiana- 2:08-cv-01220-SM-DEK Devassy, et a! vs. Signal International, LLC et a! US District Court for the Eastern District of

Louisiana- 2:13-cv-06221-SM-DEK Equal Employment Opportunity Commission vs. US District Court for the Eastern District of Signal International, LLC et al Louisiana- 2:12-cv-00557-SM-DEK Joseph, et al vs. Signal International, LLC eta! US District Court, Eastern District of Texas-

1: 13-cv-00324-RC-ZJH Kambala, et a! vs. Signal International, LLC et al US District Court, Eastern District ofTexas-

1: 13-cv-00498-RC-ZJH Krishnakutty, et al vs. Signal International, LLC et US District Court for the Eastern District of al Louisiana - 2: 13-cv-06220-SM-DEK Marimuthu, et a! vs. Signal International, LLC et US District Court, Eastern District ofTexas -al 1: 13-cv-00499-MAC-ZJH Meganantban, et al vs. Signal International, LLC US District Court, Eastem District of Texas-et al 1: 13-cv-00497-MAC-ZJH Samuel, et al vs. Signal International, LLC et al US District Court, Eastern District of Texas-

1 :13-cv-00323-MAC-ZJH Singh, et al vs. Signal International, LLC et al US District Court for the Eastern District of

Louisiana- 2:14-cv-00732-SM-DEK Thomas, et a! vs. Signal International, LLC eta! US District Court for the Eastem District of

Louisiana- 2:14-cv-01818-SM-DEK

61


Schedule 3.5 - Continued

Claims, Litigation and Dis12utes

AmeriGas, L.P. Pavment Demand Letter City Electric SuonlY Co. Pavment Demand Letter CraneWorks Inc. Payment Demand Letter Governor Control Svstems Inc. P!!Xment Demand Letter Jordan Pile Driving Inc. Payment Demand Letter Sunbelt Rentals PaYment Demand Letter Surface Jet, Inc. Pavment Demand Letter

62 \\NY- 0&7MOIOOOOOS -4J247l0 v2


Schedule 3.6

Compliance with Laws; Permits and Licenses

ENVIRONMENTAL ISSUES Signal Entity Description Status

Signal International, LLC The US EPA sent an Opportunity to Show Cause letter to Signal Pending International, LLC on 11/13/2014 regarding inspections performed on03/28/2013 and 01/28/2014. Based on observations made during the inspections, the EPA has determined that Signal may not be in compliance with the requirements oftho Mississippi Solid Waste Disposal Law of 1974·and the Mississippi Hazardous Waste Management Regulations. ·

LITIGATION ISSUES Signal Entity Description Status

Signal International, LLC Equal Employment Opportunity Commission vs. Signal Pending International, LLC et al- US District Court for the Eastern District of Louisiana- 12-557

63 W~Y .0111601000006-4324730 v2


Schedule 3. 7

Employees and Related Matters

Claimant Case Style Kevin Smith vs. Signal Intemational EEOC Charge No. 846-2014-15884- Mobile

Local Office Hannah Christopher vs. Signal Ship Repair, et a! EEOC Charge No. 425-2012-00526- Mobile

Local Office Achari, et a! vs. Signal Intemational, LLC, et a! US District Comt for the Eastern District of

Louisiana - 2: 13-cv-06218-SM-DEK Chakkiyattil, et al vs. Signal International, LLC, et US District Cornt for the Eastern District of al Louisiana- 2:13-cv-06219-SM-DEK David, et a! vs. Signal Intemational, LLC et a! US District Court for the Eastern District of

Louisiana- 2:08-cv-01220-SM-DEK Devassy, eta! vs. Signal International, LLC eta\ US District Court for the Eastern District of

Louisiana- 2:13-cv-06221-SM-DEK Equal Employment Opportunity Commission vs. US District Comt for the Eastern District of Signal International, LLC et a! Louisiana- 2:12-cv-00557-SM-DEK Joseph, eta! vs. Signal Intemational, LLC eta! US District Court, Eastern District of Texas-

I: 13-cv-00324-RC-ZJH Kambala, et a! vs. Signal International, LLC et al US District Court, Eastern District of Texas -

1:13-cv-00498-RC-ZJH Krishnakutty, eta\ vs. Signal International, LLC et US District Court for the Eastern District of a! Louisiana - 2:13-cv-06220-SM-DEK Marimuthu, et a\ vs. Signal International, LLC et US District Court, Eastern District of Texas-a! I: 13-cv-00499-MAC-ZJH Megananthan, et al vs. Signal International, LLC US District Court, Eastern District of Texas -~tal 1: 13-cv-00497-MAC-ZJH

Samuel, et a! vs. Signal International, LLC eta! US District Court, Eastem District of Texas-I: 13-cv-00323-MAC-ZJH

Singh, et al vs. Signal International, LLC et a\ US District Comt for the Eastern Dish·ict of Louisiana- 2:14-cv-00732-SM-DEK

Thomas, et al vs. Signal International, LLC et a! US District Court for the Eastern District of Louisiana- 2:14-cv-01818-SM-DEK

64 \\NY -0877601000006 • 4l2A7lOv2


Schedule 3.9(a)

Company Owned Intellectual Property, Company Used Intellectual Prope1tv and IP Agreements

See Schedule 2.l(e)

65 \\NY -0877601000006. 4324710~


Schedule 3.13

Trade Accounts Payable

List of Trade Accounts Payable as of or prior to June 30, 2015

VENDOR NAME A PRECISION AUTO GLASS, INC A&B VALVE & PIPING SYSTEMS AAA COOPER TRANSPORTATION Aaron Oil Company Inc ABRASIVE PRODUCTS & EQUIP LLC ABS AMERICAS ACCU-FAB & CONSTRUCTION INC. ACME TRUCK LINE INC ADVANCE AUTO PARTS Advanced Technical Staffing Solutions AIRLIQUIDE AMERICA L.P. AIRDYNE LAFAYETTE INC. AIRGAS SOUTH, INC. ALABAMA MEDIA GROUP ALBERT'S TRANSPORTATION SVCS ALL PLASTICS & FIBERGLASS, INC. ALLEN-SOUTHERN ELECTRIC MOTOR INC ALLIANCE MECHANlCAL SOLUTIONS LLC AMERICAN CHEMICAL TECHNOLOGIES, INC. AMERICAN PIPING PRODUCTS INC. AMERI-FORCE-AL AMERIGAS CORP. AMJ SERVICES ANALYTICAL CHEMICAL TESTING, INC. ANSYS,INC. APPLIED SOFTWARE ARC CONTROLS, INC. ARCENEAUX & GATES, INC AZZGALVANIZING B & B INDUSTRIAL SUPPLY CO., INC. BATTERY SOURCE BAUER VISUAL GRAPHICS BAY AREA SCREW AND SUPPLY BAY PAPER COMPANY, INC. BAY STEEL CORP. BAYSIDE RUBBER & PRODUCTS, INC BEARD EQUIP CO BEERMAN PRECISION INC BELL&CO BELLCO, INC. B-FAST BOLT & SUPPLY A DIVISION OF B'HAM FASTENER BOLAND INDUSTRIAL CONSULTING SERVICES, INC.

66 \\NY. 0871601000006- 4324731) v2

AMOUNT 2,620.59 9,349.19

151.09 132,021.45

2,100.04 4,231.00

52,400.00 2,057.70 1,798.36

18,965.56 1,000.00

38,064.00 33,427.67

394.00 3,460.10 3,984.00 8,735.24

31,329.28 12,216.04 4,342.37

210.23 2,731.22 5,800.00 2,995.50

10,753.67 30,375.00 49,235.58

1,515.50 558.20

1,106.32 65.90

691.20 1,849.35 4,598.30 4,360.00

12,474.74 335.89

16,523.98 8,764.05 8,500.00

81.00 5,250.00


BOLTIECH MANNINGS, INC. BOSARGE DIVING, INC. BRIGGS EQlliPMENT BROWNLEE-MORROW ENGR. CO.,INC. BRUCE DUHE TIRES C & C DEMOLITION, INC. CANAL BARGE CO INC CAROL CRANE RIGGING & LIFTING TECHNOLOGY, INC cow CERTEX GULF COAST CHANCELLOR SUPPLY, INC CINTAS CORPORATION #240 CISCO SYSTEMS CITY ELECTRIC SUPPLY CLUTCH & POWERTRAIN COASTAL ELECTRIC SUPPLY OF ALABAMA LLC COASTAL WEATHER RESEARCH COASTAL WELDING SUPPLY INC CONSOLIDATED PIPE & SUPPLY CO COOPER FAMILY MED CENTER COOPER MARINE & TIMBERLANDS CORP. COUNSELMAN AUTOMOTIVE RECYCLING LLC COWIN EQUIPMENT COMPANY COYOTE LOGJSTICS CRANEWORKS INC. CRESCENT TOWING & SALVAGE CO. CRYSTAL CLEAN CRYSTAL ICE COMPANY CUMMINS MID SOUTH, L.L.C. D&M STEEL LLC D.H. TECHNOLOGY DAVIS MOTOR SUPPLY CO., INC. DEEP SOUTH CRANE RENTALS INC. DEEP SOUTH EQUIPMENT CO DEHUMIDIFICATION TECHNOLOGIES DELTA RIGGING & TOOLS DELTEK, INC. DESHAZO CRANE COMPANY LLC DEX IMAGING OF ALABAMA LLC DIESEL ENGINE & PARTS CO, INC DlXlE RUBBER& BELTING CO DOLPHIN SAFETY SUPPLY DONOVAN MARINE, INC. DXP ENTERPRISES, INC. DYNAMIC MEASUREMENT SYSTEMS EAGLE INDUSTRIES EMPIRE SCAFFOLD LLC ENVIRONMENTAL COMPLIANCE SERVICES, INC ESAB WELDING & CUTIING PRODUCTS F&S MARINE MS, INC.

67 \\N'( -01176'01000006- 4324730 V'2

905.00 14,000.00

29.78 I,252.00 4,246.89

13,374.00 107,876.20

9,150.00 9,379.32 7,668.66 1,519.87

966.80 1,718.81 1,830.09 1,532.00

39.98 3,300.00

33,872.97 118,611.84

2,400.00 5,166.89

150.00 1,384.35 8,962.45 2,832.00

36,931.66 9,752.28

954.80 2,242.89

42,985.65 6,588.00 1,379.19

47,457.25 13,938.74 15,111.75 5,431.07

20,040.74 1,194.73 8,829.69

21,180.00 480.40

45.00 514.06

17,793.88 2,080.83

20,300.48 72,474.98 2,796.00 8,199.19 4,006.24


FAIRCLOTH METALLURGICAL SVC. FARMER'S COPPER & INDUSTRIAL SUPPLY CO., INC. FAX CARDS FIBERGRATE G & K SERVICES GCR TIRES & SERVICE GECAPITAL GE INSPECTION TECHNOLOGIES, L GENERAL INSULATION, INC. GENERAL MACIDNERY CO GENESIS TECHNICAL STAFFING, INC. GIANT RESOURCE RECOVERY GIBSON ELECTRIC MOTOR SERVICE GOTTA GO PORTABLES GOVERNOR CONTROL SYSTEMS, INC. GREAT AMERICA LEASING CORP GULF COAST AIR & HYDRAULICS INC GULF COAST BUSINESS SUPPLY CO GULF COAST CRANE & EQUIPMENT, LLC. GULF COAST MARINE SUPPLY CO GULF ENGINE & EQUIPMENT INC GULF HAULING, INC. GULF MARINE CHEMIST, INC. GULF SALES & SUPPLY GULF SOUTH SERVICES, INC GULF STATES SHIPBUILDERS GULF SUPPLY, INC. GULFPORT CHEMIST SERVICES H&E EQUIPMENT SERVICES L.L.C. HEMPEL USA INC HILL MARINE REFRIGERA TION,INC. HILLER SYSTEMS, INC. HILT! INC HOIST & CRANE SERVICE GROUP HORIZON FREIGHT SYSTEMS HYDRADYNE LLC HYDRALIFT AMCL YDE, INC. HYTORC lD SUPERSTORE IMPACT MARINE & INDUSTRIAL SVC INFIRMARY OCCUPATIONAL HEALTH, PC INNOVATIVEIDM, LLC INTEGRA TED TECHNOLOGIES CORPORATION INTERNATIONAL PAINT INTERNATIONAL WORKBOAT SHOW J.J. KELLER & ASSOC., INC. JACKSON COUNTY ECONOMIC JAMESTOWN METAL MARINE SALES INC JO-MAR DELIVERY JORDAN PILE DRIVING INC

68 \\NY- 0371601000006-4324710 v2

4,800.00 7,944.13

76.00 73,781.88

6,47624 328.%

7,751.79 1,990.00

15,117.00 1,160.40 7,788.00 6,092.75 3,000.00 4,525.I6

11,144.70 1,627.45

30,472.51 4,769.33

20,784.32 5,843.72 3,277.80 3,960.00 9,680.00

32,019.03 130,640.00

600.00 499.85

4,382.50 12,804.33 10,6%.19

157.50 4,574.36 3,314.92 3,551.68

16,668.53 4,638.90 2,489.12

13,200.64 1,257.67 9,683.11 3,963.00

728.80 50,650.20 13,555.00 5,437.50

945.00 20,000.00

256,872.83 5,185.15

98,931.00


JOSEPH T. RYERSON JOTUN PAINTS, INC. KARL SENNER INC KENTWOOD SPRING WATER CO. KIBROINC KINGS, INC. KONECRANES INC. KRANENDONK PRODUCTION SYSTEMS L & L INDUSTRIAL SUPPLY, INC. L & M WELDING SUPPLY LINCOLN ELECTRIC COMPANY LINDE, INC. /BOC GAS LIQUID ENVIRONMENTAL SOLUTIONS LOWE'S OF S.W. MOBILE (111599) LYLE MACHINERY CO. MACLAND DISPOSAL CENTER, INC. MAGNETECH INDUSTRIAL SERVICES MAGNOLIA BOLT INC. MAIN INDUSTRIES, INC. MARCO MARINE & INDUSTRIAL SUPPLY MARINE CONTRACTING GROUP, LLC MARINE LOG MARINE RIGGING, INC. MARITECH MARINE & INDUSTRIAL SERVICES MARITIME REPORTER MARTIN ENERGY SERVICES, LLC MATHESON TRI-GAS MAY METALS, INC. MAYER ELECTRIC SUPPLY CO.,INC. McCOY OUTDOOR COMPANY,INC. MCDONOUGH CONSTR. RENTALS MCDONOUGH MARINE SERVICE MCMASTER CARR SUPPLY CO. MEITEC, INC. METALS USA-HEAVY CARBON GROUP MIDWAY FOREST PRODUCTS MILL AND MARINE SUPPLY LLC. MMIF,LLC MOBILE ABRASIVES MOBILE BAR PILOTS ASSOC. MOBILE INSTRUMENT CO.,INC MOBILE MODULAR MANAGEMENT CORP MOBILE PAINT MFG. CO., INC. MODSPACE MOTION INDUSTRJES NATIONAL OIL WELL NBS EQUIPMENT RENTAL LP NETWORK CRAZE TECHNOLOGIES INC. NEW WAVE MEDIA INTERNATIONAL

69 \\NY • 087160JOOOOOI!i - 0247)(1 v2

5,768.80 106,026.59

2,532.50 37.79

1,221.70 4,245.07 1,990.65

227.07 371.60

5,793.41 424.06

26,780.14 22,943.06

988.78 11,702.50 6,709.25 3,172.00

785.40 4,970.89

21,863.00 6,010.18

11,256.94 1,000.00 7,820.57

68,190.14 4,560.00

11,452.23 28,612.65

526.46 6,979.26 1,255.50 5,533.33

176,012.60 2,207.13

468,111.47 14,320.22 4,368.50 5,571.96

186,493.75 17,960.91 3,597.22

27,298.00 324.75 629.09

5,354.00 3,504.77 3,738.90

55,227.81 11,713.00 1,275.00


NICHOLAS JNSULATION SERVICES NORTH AMERICAN CRANE BUREAU, INC NORTHERN TOOL & EQUIPMENT CO. NSC TECHNOLOGIES, JNC. NUDRAULIX, INC. NVI,LLC OCCUPATIONAL HEALTH CENTER ODESSA BABBITT BEARING COMPANY OEC BUSINESS INTERIORS & SUPPLY OFFICE DEPOT INC. OGDEN WELDING SYSTEMS OIL RECOVERY CO., lNC. OF ALABAMA OLENSKY BROS., INC. OLIVERIL VAN HORN CO.,INC. ONEAL STEEL INC P & G MACHINE & SUPPLY CO. INC PARKWEST STAFFING INC PASCAGOULA SHEET METAL WORK PATRIOT CRANE & HOIST PATRIOT SECURITY SYSTEMS PERKINS TIRE SERVICE INC PERMADUR INDUSTRIES, INC. PITNEY BOWES GLOBAL FINANCIAL PORT OF PASCAGOULA PPE RENTALS, INC. PPG ARCHITECTURAL FINISHES PRAXAIR, INC. PRECISION PRODUCTS, INC. PRECISION TOOL & GRINDING, INC. PRESSURE PRODUCTS PRINT KING PROFORMA PROPULSION SYSTEM, INC PUCKETT MACHINERY PUCKETT RENTS R. CARTER & ASSOCIATES, INC. RAIN FOR RENT RAINBOW WATER INC RAMTOOL&SUPPLYCO.INC. REDO PEST SOLUTIONS RED-D-ARC INC. REGIONS COMMERCIAL BANKCARD RESEARCH SOLUTIONS GROUP, INC RETIF OIL & FUEL RIGZONE.COM ROYAL CUP, INC. RTJ GOLF FOUNDATION RUBBER HOSE & GASKET COMPANY RUTTY & MORRIS L.L.C. SABEL STEEL SERVICE, INC.

70

7,436.00 5,195.63 1,053.17 9,406.36 1,876.18 6,238.50

10,279.00 13,600.00

1,352.53 1,061.69 5,155.32

67,013.00 1,013.93

132.30 30,667.81 20,024.50 2,096.20 1,250.00 1,078.00

17,008.57 456.54 316.72

1,439.05 595,645.96

512.00 5,329.80

50,111.81 2,475.00 2,734.18

148.40 3,077.00 8,098.73

41,067.42 1,651.00 8,972.10 7,000.00 4,985.89 1,009.40 7,450.92

385.00 19,581.35 27,120.92 9,059.20 5,435.48 1,875.00 1,785.06

25,000.00 5,125.54 4,748.93 5,636.16


SAFETY PLUS INC. SAFETY SOURCE, INC. SCHAMBO MANUFACTURING, LLC SEABULK TOWING SEQUEL ELECTRICAL SUPPLY SEVEN c·s MARINE, INC. SHELL OFFSHORE INC. SHERWIN WILLIAMS SHIPBUILDER'S COUNCIL SHIPYARD SUPPLY SHRED IT SIGNET MARITIME CORPORATION SrGNSNOW SIRIUS TECHNICAL SERVICES,INC. SOCIETY FOR HUMAN RESOURCE SOUTHERN GAS AND SUPPLY SOUTHERN REPRO GRAPHICS STANDARD EQUIPMENT CO., INC. STERICYCLE ENVIRONMENTAL SOLUTIONS, INC STRACHAN SERVICE INC SUDDEN SERVICE INC. SUMMIT ELECTRIC SUPPLY CO INC SUNBELT RENTALS, INC. SURFACEJET, INC. SWEETWATER COUNTRY CLUB TALKSOUTH TECHNICAL MARINE MAINT MS, LLC TECHWELD, INC. TEKLINKS INC. TEST CALIBRATION CO.,INC. THE PROPELLER CLUB OF THE U.S. THE TERMINIX INTL CO LP THONWSONCATRENTAL THONWSON TRACTOR CO., INC. THREADED FASTENERS, INC. TIGER DJRECT INC TIGER TANKS TOOL-SMITH COMPANY, INC. TRADESMEN INTERNATIONAL INC. TRANS TECH, INC. TURNER SUPPLY COMPANY ULINEINC. UNITED LABOR GROUP, LLC UNITED RENTALS UNITED SITE SERVICES OF MS, LL UNITED VISION LOGISTICS US JOINER LLC V ARILEASE FINANCE, INC. W & 0 SUPPLY, INC. WALASHEK INDUSTRIES/SEA TILE OPERATION .

71 \\NY. 08716o.roooo06 .• 41l41Jo v2

1,800.00 5,791.18

677.81 23,888.87

1,512.80 13,455.90

1,250.00 3,879.71 7,875.00

29,444.70 250.00

148,774.50 90.00

20,484.93 190.00

133,008.44 391.68

1,050.00 15,373.15

525.00 41,134.42 6,827.21

20,007.39 128,109.75

1,050.14 11,250.00 4,046.86 3,221.06 3,712.10 3,192.75

120.00 1,521.00 3,895.00

111.56 5,037.90 6,431.26

66,056.27 7,134.53 1,224.50 1,696.00 2,154.69 1,086.61 3,260.83

70,935.31 840.00

3,154.28 25,952.00 55,880.00 9,443.58

83,921.00


WALKER ELECTRJC SUPPLY, LLC WASTE OIL COLLECTORS WATERWAYS TOWING & OFFSHORE SERVICES, INC. WEAVER SUPPLY CO WELLS FARGO FINANCIAL LEASING WESCO DISTRIBUTION INC. WESCO GAS & WELDING SUPPLY, INC. WHOLESALE ELECTRIC SUPPLY CO. WIGMANS HARDWARE & LUMBER WILLIAMS MACHINE WORKS, INC. WORLD NEWS INTERNATIONAL, INC. WORLDWIDE DIESEL POWER, INC. WORTH INDUSTRIES INC YARBROUGH CABLE LLC ZADOK TECHNOLOGIES, INC

72 \\NY • 0177601000006-431-<1130 V2

63,117.65 21,633.02 3,706.05 8,483.42

921.20 4,240.93

86,515.59 2,105.00

743.02 5,000.00 1,275.00

142,301.50 14,676.00 2,110.36

51,792.68


FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment") is made and entered into the 15th day of July, 2015 ("Effective Date"), by and among Signal International, Inc., a Delaware corporation ("Signal"), Signal International, LLC, a Delaware limited liability company ("Int'l"), and Signal Ship Repair, LLC, a Delaware limited liability company ("SSR"), Signal International Texas GP, LLC, a Delaware limited liability company ("SGP"), and Signal International Texas, L.P., a Delaware limited partnership ("SLP", collectively with Signal, Int'l, SSR, and SGP, the "Seller"), and Teachers' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§ 16-25-1 et seq., of the Alabama Code (or its designee) ("TRS") and Employees' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§under Section 36-27-1 et seq., of the Alabama Code (or its designee) ("ERS" and collectively with TRS, the "Purchaser"). Purchaser and Seller are hereinafter referred to as the "Parties" or individually, as a "Party". Capitalized terms not defined herein shall have the meaning ascribed to them in the Purchase Agreement.

WHEREAS, the Parties did enter into that certain Asset Purchase Agreement dated as of July 13,2015 (the "Purchase Agreement");

WHEREAS, Section 5.9(b) of the Purchase Agreement contains and sets forth certain covenants relating to certain Bankruptcy Court Filings;

WHEREAS, pursuant to Section 11.2 of the Purchase Agreement, the Parties may amend the Purchase Agreement by a written document signed by each party to be bound by such amendment; and

WHEREAS, the Parties are willing to amend Section 5.9(b) of the Purchase Agreement in accordance with the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereby agree to amend the Purchase Agreement as follows:

l. Section 5.9 of the Purchase Agreement is amended by replacing subparagraph (b) in its entirety with the following:

(b) The Seller will use its good faith and commercially reasonable efforts to have the Bankruptcy Court (i) file the Sale and Procedures Motion as promptly as practicable following the date of this Agreement but in no event later than July 22, 2015, (ii) enter the Bidding Procedures Order as promptly as practicable following the date of this Agreement but in no event later than August 19, 2015, (iii) cause the Bidding Procedures Order to provide that the Auction will be held no later than October 23, 2015, and the Seller will use its good faith and commercially reasonable efforts to (x) obtain entry of the Sale Order as promptly as practicable following the date on which the Auction is closed, but in no event later than November 24, 2015, and (y) consummate the Closing as promptly as

24674632 v2


practicable after entry of the Sale Order, but in no event Jess than twenty (20) days thereafter. The Purchaser and the Seller will use their respective good faith and commercially reasonable efforts to cause the Bidding Procedures Order and the Sale Order to become Final Orders as soon as practicable after their entry.

2. Except as provided herein, the terms of the Purchase Agreement shall remain unchanged.

3. The parties may execute this Amendment in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. This Amendment is effective as of the Effective Date upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party's signature(s) is as effective as signing and delivering the counterpart in person.

[THE REST OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON THE FOLLOWING PAGES

2


The parties have executed and delivered this Amendment as of the Effective Date.

SELLER:

SIGNAL INTERNATIONAL TEXAS. L.P.

Signatures Continue on Next Page


PURCHASER:

Its: CEO

EMPLOYEES' RETIREMENT

SY~Or J .. By: V.. /1 /\ /\ DaVfd . I'Oiiner"' • Its: CEO


SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (the "Amendment'') is made and entered into the lst day of September, 2015 ("Effective Date''), by and among Signal International, Inc., a Delaware corporation ("fugrnY''), Signal International, LLC, a Delaware limited liability company ("lnt'l''), Signal Ship Repair, LLC, a Delaware limited liability company ("SSR''), Signal International Texas GP, LLC, a Delaware limited liability company ("SGP''), and Signal International Texas, L.P., a Delaware limited partnership ("SLP", collectively with Signal, Int'l, SSR, and SGP, the "Seller''), and Teachers' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§ 16-25-1 et seq., of the Alabama Code (or its designee) (''TRS'') and Employees' Retirement System of Alabama, a body corporate of the State of Alabama created under Section §§under Section 36-27-1 et seq., of the Alabama Code (or its designee) ("ERS" and collectively with TRS, the "Purchaser''). Purchaser and Seller are hereinafter referred to as the "Parties" or individually, as a ''Party''. Capitalized terms not defined herein shall have the meanings ascribed to them in the Purchase Agreement.

WHEREAS, the Parties entered into that certain Asset Purchase Agreement dated as of July 13, 2015 (the "Purchase Agreement'');

WHEREAS, Section 1.1 of the Purchase Agreement contains and sets forth certain definitions for purposes of the Purchase Agreement;

WHEREAS, Section 2.l(p) of the Purchase Agreement contains and sets forth certain covenants relating to certain Acquired Assets;

WHEREAS, Section 5.9(b) of the Purchase Agreement contains certain covenants relating to filings with the Bankruptcy Court;

WHEREAS, Section 7.3 of the Purchase Agreement contains and sets forth certain covenants relating to a Termination Payment;

WHEREAS, pursuant to Section 11.2 of the Purchase Agreement, the Parties may amend the Purchase Agreement by a written document signed by each party to be bound by such amendment; and

WHEREAS, the Parties are willing to amend Section 1.1, Section 2.1(p), Section 5.90!) and Section 7.3 of the Purchase Agreement in accordance with the terms and conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the Parties hereby agree to amend the Purchase Agreement as follows:

1. Section 1.1 of the Purchase Agreement is amended by replacing the definition o · "Unsecured Creditor Claim Cash" in its entirety with the following:

\\NY - mmfjM'Hl!XH'lfj - 4411os 1 y1


"Unsecured Creditor Claim Cash" means the lesser of (a) 15% of the aggregate amount of Claims held by Unsecured Creditors (after accounting for Claims that have been asswned by Buyer, all cure payments made by Buyer in connection with such assumption) or (b) $900,000, which sum shall be funded on the Closing Date by the Purchaser to the Debtor's bankruptcy estate to fund the payment of claims of the Unsecured Creditors under the Plan.

2. Section 2.1 of the Purchase Agreement is amended by replacing subparagraph (p) in its entirety with the following:

(p) Claims and Causes of Action. To the extent not otherwise excluded pursuant to Section 2.2(fl below, any and all claims or causes of action, whether filed or not, (i) against the Purchaser or its Affiliates and against the Debtors' present and former directors, officers or employees, or any other Person, including any causes of action arising as a result of the Bankruptcy Code or otherwise, and including all proceeds therefrom, to the extent related to activities or time periods prior to the Closing Date, (ii) that are property of the Debtor or any of the Debtor's estates, and (iii) arising under any state or federal law, including Chapter 5 of the Bankruptcy Code; provided, however, that the Purchaser agrees and covenants not to sue, prosecute, or otherwise assert, any such claims against any of the "Released Parties" to the extent that such claims constitute "Released Claims" (as such terms are defined in the Plan Term Sheet attached as Exhibit A to the Plan Support Agreement); and provided, further, that the Purchaser agrees and covenants not to sue, prosecute, or otherwise assert, any such claims arising under Chapter 5 of the Bankruptcy Code or their state law analogs;

3. Section 5.9 of the Purchase Agreement is amended by replacing clause (ii) of subparagraph (b) in its entirety with the following:

(ii) enter the Bidding Procedures Order as promptly as practicable following the date of this Agreement but in no event later than September 1, 2015,

4. Section 7.3 of the Purchase Agreement is hereby amended to provide that the amount of the Break-Up Fee shall be $1,000,000.

5. Except as provided herein, the terms of the Purchase Agreement shall remain unchanged.

6. The parties may execute this Amendment in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement This Amendment is effective as of the Effective Date upon delivery of one executed counterpart from each party to the other party. The signatures of all parties need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission that includes a copy of the sending party's signature(s) is as effective as signing and delivering the Counterpart in person.

2 1\N)" • 087'W!:WW!!! • 44JlO:'i I y1


[TilE REST OF THIS PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON THE FOLLOWING PAGES

3 \\NY • 08776M!OQ006 • 4473(]5 I y3


The parties have executed and delivered this Amendment as of the Effective Date.

SELLER:

Its: CFO

SIGNAL SHIP REP AIR,



Signatures Continue on Next Page


\\JiY- 017160WIIIIIIIfi ~ 447\Ml y}

PURCHASER:

EMPLOYEES' RETIREMENT

SYSTEM 0~. . .ABAMA

B~~p ./" D . nn """"'"0 Its: CEO


EXHIBITB

Cure Amounts

01;17661519.6


jA.P. Moller· Maersk NS

~~e IAGCS II~ IAGCS IAGCS IAk . AJSG,In•.

..P.

Compony

>Solutio"' I Amed 'id As mmnco Co.

IAmeri""'

IAmeriom .On8"'"' Mutuol.

I Applied Sof '""

~'~·~ !Atra Holland B.V.

O.XIS AXIS Swpl"'

Bovel Teoh •

BKG & Company, Inc.

BulbeyeTele<om C~ Dive Oll'shO<e '

Cotlin I

~ 2i= '

en City of Orange

.Inc.

'"' :o'P ,svcs

LC

'" CSX Transportation, Inc.

CSX Transportation, Inc.

(ALMI (~) (ALMA)

;Dassler Schiffahrts·Wid Handetsgeseltscbaft mbH

Dell""" D<l!ek, DEX imaging, Inc.

nc.

DEXU..gng, nc DEX imag ng, Inc

I Customer Contracts

'Policy

lh•v

f# IT

Se<vice

.•.

ISosvico,

ll.,umnce Policy

:ono•ct

Le'"

!Property Lease

Pmperty Le"e ConO•ct I

Property Le!18e

Agency Agreement

1 Leese ....

s and ' !ho "omgo .

lntomo!. MPLS md SIP Tnmk '""''" ,.

'all 0.00

-SLS81Ji0 0'00

0.00 ! ·Located in. 0.00

~~~============t=:"jloO~. t==j t·OXL~ ~00

' • Offico I ' Lo! • Located in I Staffino~ · s worlte~

E'"" ~3337-IA . .

JSL&H Dep,it ". 1.()8 11.()8

'""' &cess I Es

Liai>ililv

'"''"'

,,MS

0.00

l!iOoilll 0.00 1.00

0'00 0!

0.00 0.00 )00

0:00 0.00 l.OO l:Oo 0.00

10.753,67 -30.375.00

0:00 0,00

8.207,88 l:Oo

0.00 lrem,~ed O<CO:~lled ~=~~ D&OffiP~~n~O"IS~--------------------+---~,.0~0~

,., 0:00

' Agent fm PWV""

Oc"" Setatogo [o

.VP&CFO rnform'

~

·~~ .Comets· 1.()00 Copiets • ' DO

~in o, ... e. ',;"king Lot'

11 • Located in I •worlt«>

I ptu<i"'e- and

''immo"' and 1

0 '" · MS W~~ Ywd, CSX Agreement No. CSX.()27354

I· t.o!! ~est' u, ~~~:,·· t No.' 1 Wireline "'"sing

C.;ssi:;,' · MS ~::::;~· CSX . MS CSX.()29423 . p;petine

<onGennans

i])jl 0.00

0.00

0.00

0.00 0:00

107,876.20 0.00 000 .= i5,20

' 18.81 000

34100

0.00

IToO:OO

0.00

0.00

0.00

0.00

4.839.57 20,040.74 0:00

0.00 0.00 0.66-

0:00

1 CSX Corporate and CSX Transportation, Ine. reserve the right to seek from the Debto~ and/or Buyers, all applicable, payment of$1,319.72 allegedly coming due on December, 12, 20\:S.


<Namo , Inc.

I DEX maon•. !no.

I DEX mag;ng, Inc. C imaonn. Inc. C ima• nn. In<. C imagng, Inc.

IDEX lm01 'ng, Inc. ~X lm01 n•. Inc.

~X lma, ng, Inc. IDEX1

Di""""d • tf!<ho« Comp"'y

Diamond Offshore Company

Dixstone Holdings LTD

Eid• vik •;s

E-Source Holdings, LLC

1,LLC 1,LLC

""' ~ "'"'' "'"' i ldoul'

Coplta

Cap' Capi

, Inc.

len.,;, T< clmlcal Staffinn, Inc. Co. of

Co"' Con>

Co"' Le..U.gCnn> Le..m•Con>

IH•Iix E~";!';, 'n;,

1 Holix Eno'"Y, ~

!Holixl ,;., .

IHclO< I -::-.. i

IHercuJes Offshore Corp

'Hercules Offshore Corp

Ooonllo,, LC

IHutco Inc

t lnd"'trial '"''"' 1cko ,.,.,h,..;h

Jackron

Jack""' CountY

,,h .. rin

lorry Hugh" Roal[y, loc,

L. Zambounis & Associates Co. LTD

Property t.e...o

rt.e...•

Property Lease

:oob'act Cootroct

IAgeocy AgreemeDt

L"'" ooim

'603-00331

I Lo"e

opl"' • ' I PI A Cool"'-60~73

-60~

Co'""'.' op;.,.,.'

ool"' ·

opim-'

Cool= 771 ~

Copl"'-' IM•~" Sern"' , !Stacking , inclodolg,

ISt~i~g_. , lii'LV" 1 (S621), including all purchase orders and

"':"' I (A208L), including rul1

n, (S320), including all ptH'cltase orders and subcontracts

t to remo" "'d ' '

'.' : Radio Sernce.

Unifonn Sernc" ,;"'. 780161''-00!

''"'' ,;.,.,. ''"'. "ll396-004

··~

1 wodren

Cu<eAmount

_Q,IJIJ ).00

0,00 0.00 0.00 0.00 0.00 0.00 0.00 0,00 0,00 0.00 0,00 0.00

0.00

0.00

0.00

0.00 0,00

0.00

0.00

0.00 0.00 0.00

_ll,fll!, 0.00

8,503.73 297.77 _2'J,(JO_ 344.54 286.76 0.00

~ o,oo )-W~095~8111~00---------------+--~o.,O~O_,

~~=================+~~~~9•.g272

3~ ~ 104.86

'''" • 907.36 ..,;.,.,. 01~000 405.5

t fo<Good• 6,335.39

~inclndln•• 32,019.03 X 534 (5635), I _ Q.QQ

• to tho Holix 534 (A220) <

I Master Services Agreement

<534 (5639), indudingalll

Equipment storage agreement (S325), including all purchase orders and subcontracts

- H265' I pmdulso '"'"' ond

~~~perty Lease- MS Dry-dock Facility Operating Agreement- Located IMs

2

' '"' "'""""" ''"'' : ~gent for purposes of soliciting repair services on

-·- -~

' - Locatoc

0.00

0.00

0.00

0.00

0.00

0.00 ).00

0.00

15,341.86

0.00

0.00

0.00

0.00


yNome

Ubeny Mntuol '"'""""' Ub<ny Motuol Insn<ru>ee Co.

I Linea Peninsular, Inc.

Co.

I '""'"""' Policv

I Customer Contracts

!Marl<el

Marl<el

'"'""""'Co. Ltd. on o..~, "' c•uyo's I'"'"""" Policy

'·Ltd on •~·~• v• uvyv'> I'"'"""" Policy

Marland Tedtnical Services Ltd.

Spares Enginecri.og

Moxom lndemmty • Moxom I

Mom" Rive< Prooertv. .LC <lns-ceCo.

NewSw ~n.'_Pm~t F~::;.. LLC)

Ocean Installer Texas Inc.

International

International, Inc.

~ '.Masohke

~Bow"~ '""' Bow" I I S<M=

IP""""'- Inc.

I Precious Shipping PCL

'Inc. iom Bonk

'ben A.

· Navale Representacoes

Rolls Royce Morine

J<oru~ld Sclmoo<

Rowan Drilling US Limited


Rowon Drilling US Lioritod


s.-.'

Shiovru-d Suonlv. Inc.

Signet I

Regions

Agency Agreement

I Agency Agreement

I Prooenv Lea.e

I"""""" Policy

Conttact;

Customer Contracts

Customer Contracts

Contmctl C""'ultino .

""'' """ Contracts

Agency Agreement

Lea,e

C<edit Cani

lAnd any such amounts that may be owing to the extent set forth in Paragraph SO of the Sale Order

7SM~ •t-.

. ~ o1To03 ~2

I Repairs to the MN Guadalupe (A204L), including

1 -3CPO-

[Mo.to< Se<vioe•

I<75M xh $25M

tfn<P~"o'

t Sopply

' ""'i"s on

'~"" 1-MSP

n wn<ko"

of• 'ZonoU=.

v' Office Space- Located in Houston, TX

[Foreign Tmdo Zono U'". ,Roondof8x40 ~ -Y.-d7~u [$7SM xis $25M Exooss •· H•

· A, . Schedule EF A·3 . Barge

Clipper (A2 I 7), including purchase orders and subcontracts

.OtKUV •

""' 'Clippe<

Sbio I ,,, Pomgo Moobioo - <

Po.""' I Bulk< t Snnolv, Ropaks to tho M'V Fonthido I

tfo«

·, Mobilo. AI

I pmch"'' n<dm ond

' on Bnwlion <

Fahrica>ol I """'""' ~'::;"!:. ~d Snppon Somds fO< "" Hclix 534 (S619),

~~=:~' < Cocil Provioo Rig #39 (S613), i I pw-obose

Rig#?< (S626),

RC Drivol. ' Douglu Rig #781

t WO<km

3

C..-eAmouot

l.OO oro

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00

0.00 ill)

.680.00

0.00

850.60

0.00

324.75 OM)

0.00

o.oo' 01lO

0.00

0.00

0.00

0.00

oro 0.00 0.00

01lO

734.05 -50,735.27

0.00

0.00

.13 ITo7:94 0.00 0.00

y,sro

0.00

0.00

0.00

0.00

OM)

0.00

0.00

0.00

~

0.00 -8.000.00


I t/Loa.o '""'" I ,, s.m"'. In<. Staffing, '"''"''"' 0.00

4<1 · '"t...-ial equipment supervision and/or subcontractor services to Solstad

lror work' 1 the Nn · f), including all purchase orders and 0.00

Staffing, 0.00

Staffing' ~ m<km

I Staffing' .ymm>te< S YMC Protoction :

:SoUl t and"~ .. vnu. solooom 11,250.00

lmks, nc ~SS<n'i«< 15,842.06 lmks, n<. '"" ke 1,986.93

I The Dutra Group <~"""' md I •=ouge, 1, induding ~11 0.00

IThe Dutra Group I Repairs to the Dredge Columbia (A21S), including all purchase orders and 0.00

IThe Dutta Group IRepai" to the !Hedge: s ond

0.00

ITh•' r 1 rn:: ;:,um:: of Alabama and The Teachers' I Property Lease· Office Space· lncated in Mobile, AL 3,752.26

iAI•bmn• of Alabama, an instrumentality of the State o1

sf<>< I 0.00

',, I Repairs to the Atlanta Bridge (AI86), including aU purchase orders and subcontracts 0.00

Offshore Deepwater 0.00

Offshore Deepwater ~fNthoTOII .. , I P"'clut" 0.00

. Offshore Deepwater

'for the TOI Deepwater lnvictus (S579), including all purchase 0.00

~Wod<f<><thoTOII Offshore Deepwater

.. , I punm" 0.00

Offshore Deepwater l'ta<king.~ ~· ''" ., 0.00

Tm"I"': I Ins"'""' 'cy IAuto·P-81 15 Tmvclm: Ins"""'' 'cy I Boil"& 0.00 Tmvele<S: Insw-me 17IM2356l !;= ~S.Bm>kl Copio<S~-000.

nit< :on""': .00

.n1 ""'. """" In<. '·• lin<Dmat :oodl loy< i'ssyn '""'" In=-· >!icy Po .ution ·' 00

~·, IPrimmy Vessd Pollooon • 06908·02 00 ).77

i 1 Agency Agreement

~"""""' . on

0.00

'""'~~ 0.00

" I Customer Contracts .... ~~"'•"' ... , ,or< sm 0.00

~ t Lease

;;;;~o· ,¥;,...,. and d

0.00 0.00

Towing & Offshore Services, Inc. 1 P10pe11y Loase . I 0' x 2000' through or mgress egress - Locate m 0.00

I Mobil~ 8,790.78

o D=t & Compony .00

~~·0 . Loase Copio" · Lea .. '"'.

~ 'F::~ ;...,, eea.ms i~ limi 468.00

Loase 0.00

""" c.,,.., .• ~ ""0 . 8!.50

~""o Finon<' ,, Lewm8 .... 179.70

icy

~ 75,000.00

:Po icy !Ex=s:

.rnsw-mce Co.

4