this disclosure statement is being submitted for …facsimile: (212) 508-6101 counsel for the...

THIS DISCLOSURE STATEMENT IS BEING SUBMITTED FOR APPROVAL BYTHE BANKRUPTCY COURT. THIS DISCLOSURE STATEMENT HAS NOT BEENAPPROVED BY THE BANKRUPTCY COURT. ACCORDINGLY, THIS IS NOT ASOLICITATION OF ACCEPTANCE OR REJECTION OF THE PLAN.ACCEPTANCES OR REJECTIONS MAY NOT BE SOLICITED UNTIL ADISCLOSURE STATEMENT HAS BEEN APPROVED BY THE BANKRUPTCYCOURT.

Evan D. Flaschen (EF 6973)Robert G. Burns (RB 0970)Andrew J. Schoulder (AS 2018)Mark E. Dendinger (MD 5349)BRACEWELL & GIULIANI LLP1251 Avenue of the Americas, 49th FloorNew York, New York 10020-1104Telephone: (212) 508-6100Facsimile: (212) 508-6101

Counsel for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

In re:

MARCO POLO SEATRADE B.V., et al.,1

Debtors.

Chapter 11

Case No. 11-13634 (JMP)

Jointly Administered

FIRST AMENDED DISCLOSURE STATEMENTFOR DEBTORS’ FIRST AMENDED JOINT PLAN OF LIQUIDATION

UNDER CHAPTER 11 OF THE BANKRUPTCY CODE

Distribution Record Date: [ ], 2012.�Voting Deadline: [ ], 2012 at [ ] prevailing Eastern Time.�Confirmation Objection Deadline: [ ], 2012 at [ ] prevailing Eastern Time.�Confirmation Hearing: [ ], 2012 at [ ] prevailing Eastern Time.�

Dated: May 7,June 13, 20121The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s identification

number, include: Marco Polo Seatrade B.V. (5584); Seaarland Shipping Management B.V. (0110); Magellano Marine C.V. (2910); and Cargoship Maritime B.V. (4361). The Debtors’ service address is: Bracewell & Giuliani, LLP, 1251 Avenue of the Americas, 49th Floor, New York, NY 10020, Attn: Robert G. Burns.

11-13634-jmp Doc 513 Filed 06/13/12 Entered 06/13/12 14:52:19 Main Document Pg 1 of 26

¨1¤+DB,&- $,«

1113634120613000000000004

Docket #0513 Date Filed: 6/13/2012

TABLE OF CONTENTS

Page

ARTICLE I

INTRODUCTION

Section 1.1 Plan Overview 1Section 1.2 Disclosure Statement Contents 2Section 1.3 Board Recommendation 2Section 1.4 Creditors’ Committee Support 3

ARTICLE II

GENERAL INFORMATION REGARDING THE DEBTORS

Section 2.1 Events Precipitating the Chapter 11 Cases 3Section 2.2 Debtors’ Current Assets 6Section 2.3 Debtors’ Corporate Structure 7Section 2.4 Existing Capital Structure of the Debtors. 10Section 2.5 Legal Proceedings. 16

ARTICLE III

THE CHAPTER 11 CASES

Section 3.1 Overview of Chapter 11 18Section 3.2 Administration of the Chapter 11 Cases. 19Section 3.3 Financing. 20Section 3.4 Creditor Settlements. 22Section 3.5 Motions to Dismiss 26Section 3.6 Standstill Agreements 27Section 3.7 Debtor/Lender Agreed Value Stipulation 27Section 3.8 Exclusivity 28Section 3.9 Global Settlement Agreement 29Section 3.10 Transfer of Retained Interests 30Section 3.11 Preference Analysis and Other Potential Avoidance Actions 31

ARTICLE IV

ADMINISTRATIVE EXPENSE AND PRIORITY TAX CLAIMS

Section 4.1 Administrative Expenses. 32Section 4.2 Priority Tax Claims 3334

i


ARTICLE V

CLASSIFICATION OF CLAIMS AND EQUITY INTERESTS

Section 5.1 Classification 34

ARTICLE VI

TREATMENT OF CLAIMS AND EQUITY INTERESTS

Section 6.1 Class 1 – Other Priority Claims. 35Section 6.2 Class 2 – RBS Secured Claims. 3536Section 6.3 Class 3 – CA Secured Claims. 3536Section 6.4 Class 4 – Other Secured Claims. 3637Section 6.5 Class 5 – MPS and Magellano General Unsecured Claims. 3637Section 6.6 Class 6 – Cargoship and Seaarland General Unsecured Claims. 3738Section 6.7 Class 7 – Subordinated Claims. 3739Section 6.8 Class 8 – MPS Equity Interests. 3839Section 6.9 Class 9 – Subsidiary Equity Interests. 3839Section 6.10 Nonconsensual Confirmation 3840Section 6.11 Elimination of Vacant Classes 3840Section 6.12 Intercompany Claims 3840

ARTICLE VII

MEANS FOR IMPLEMENTATION

Section 7.1 Compromise and Settlement 3940Section 7.2 Distributions 3941Section 7.3 Corporate Action. 3941Section 7.4 Liquidation Trust. 4041Section 7.5 Limitation on Liability 4344Section 7.6 Reliance on Documents 4345Section 7.7 Requirement of Undertaking 4345Section 7.8 Administrative and Priority Claims Reserve 4445Section 7.9 General Unsecured Claims Reserve 4445Section 7.10 Professional Claims Reserve 4446Section 7.11 Causes of Action and Accounts Receivable. 4446Section 7.12 Effectuating Documents and Further Transactions 4546Section 7.13 Authority to Act 4547

ARTICLE VIII

DISTRIBUTIONS

Section 8.1 Distribution Record Date 4547Section 8.2 Date of Distributions Under the Plan. 4647

- ii-


Section 8.3 Sources for Distributions 4648Section 8.4 Manner of Payment 4648Section 8.5 Disbursement Agent 4648Section 8.6 Delivery of Distributions 4648Section 8.7 Allocation of Distributions Between Principal and Interest 4648Section 8.8 No Postpetition Interest on Claims 4748Section 8.9 No Distribution in Excess of Allowed Amount of Claim 4748Section 8.10 Distributions with Respect to Disputed Claims 4748Section 8.11 Distributions with Respect to Defendants 4749Section 8.12 Disputed Payments 4749Section 8.13 Setoffs 4749Section 8.14 Unclaimed Property. 4849Section 8.15 Distributions Free and Clear 4850Section 8.16 Time Bar to Cash Payments 4850Section 8.17 De Minimis Distributions 4950Section 8.18 Transfer of Property Under Plan 4950Section 8.19 Transfer of Retained Interests 4951

ARTICLE IX

PROCEDURES FOR DISPUTED CLAIMS

Section 9.1 Objections to Claims 4951Section 9.2 Estimation of Claims Post-Effective Date 4951Section 9.3 Late-Filed Claims and Amendments to Claims 5051Section 9.4 Settlement of Disputed Claims 5052

ARTICLE X

EXECUTORY CONTRACTS AND UNEXPIRED LEASES

Section 10.1 Assumption and Rejection of Executory Contracts and Unexpired Leases 5052Section 10.2 Objections to Rejection 5152Section 10.3 Rejection Damage Claims 5153Section 10.4 Modifications 5153

ARTICLE XI

CONDITIONS PRECEDENT

Section 11.1 Conditions Precedent to the Confirmation Date 5253Section 11.2 Conditions Precedent to the Effective Date 5254Section 11.3 No Waiver of Conditions Precedent 5355Section 11.4 Effect of Failure of Conditions 5355

-iii-


ARTICLE XII

EFFECT OF CONFIRMATION

Section 12.1 Vesting of Assets 5355Section 12.2 Binding Effect 5355Section 12.3 Injunction Against Interference with the Plan 5455Section 12.4 Term of Injunctions or Stays Arising Under or Entered During the Chapter

11 Cases 5456Section 12.5 Exculpation 5456Section 12.6 Releases 5556Section 12.7 Injunction 5658Section 12.8 Exclusions and Limitations on Exculpation, Indemnification, and Releases 5658Section 12.9 Dissolution of Creditors’ Committee 5758Section 12.10 Claim Release 5758

ARTICLE XIII

RETENTION OF JURISDICTION

Section 13.1 Retention of Jurisdiction 5759

ARTICLE XIV

MISCELLANEOUS PROVISIONS

Section 14.1 Payment of Statutory Fees 5961Section 14.2 Substantial Consummation 5961Section 14.3 Exemption from Transfer Taxes 5961Section 14.4 Tax Treatment of the Liquidation Trust 6061Section 14.5 Determination of Tax Liabilities 6062Section 14.6 Withholding and Reporting Requirements 6062Section 14.7 Modification and Amendment 6062Section 14.8 Severability 6162Section 14.9 Notice of Entry of Confirmation Order and Relevant Dates 6163Section 14.10 Courts of Competent Jurisdiction 6163Section 14.11 No Admissions 6163Section 14.12 Currency 6163Section 14.13 Governing Law 6263Section 14.14 Schedules, Exhibits and Supplements 6263Section 14.15 Notices 6263Section 14.16 Counterparts 6465

- iv-


ARTICLE XV

THE SOLICITATION; VOTING PROCEDURES

Section 15.1 Parties Entitled to Vote 6465Section 15.2 Voting Procedures. 6466Section 15.3 Fiduciaries and other Representatives 6769Section 15.4 Agreements upon Furnishing Ballots 6769Section 15.5 Waivers of Defects, Irregularities, Etc 6769Section 15.6 Withdrawal of Ballots; Revocation 6869Section 15.7 Delivery of Extinguished Securities 6870Section 15.8 Further Information; Additional Copies 6970

ARTICLE XVI

CONFIRMATION PROCEDURES

Section 16.1 The Confirmation Hearing 6970Section 16.2 Statutory Requirements for Confirmation of the Plan 6971

ARTICLE XVII

BEST INTERESTS OF CREDITORS AND LIQUIDATION

Section 17.1 Best Interests of Creditors Test 7274Section 17.2 Liquidation Analysis 7374

ARTICLE XVIII

ALTERNATIVES TO CONFIRMATION AND CONSUMMATION OF THE PLAN

Section 18.1 Liquidation under Chapter 7 7476Section 18.2 Alternative Plan 7476

ARTICLE XIX

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN

Section 19.1 Federal Income Tax Consequences to Holders of Claims and Interests 7577Section 19.2 Consequences of the Liquidation Trust 7778

ARTICLE XX

RISK FACTORS

Section 20.1 Risks Related to Projections and Estimates 7980Section 20.2 Claims Estimations 7980

- v-


Section 20.3 Objections to Classification 7981Section 20.4 Failure to Receive Requisite Acceptances 7981Section 20.5 Failure to Confirm the Plan 8081Section 20.6 Failure to Consummate the Plan 8082Section 20.7 Nonoccurrence of Effective Date of Plan 8082Section 20.8 Management Assistance 8182

ARTICLE XXI

RECOMMENDATION AND CONCLUSION

- vi-


TABLE OF EXHIBITS

Exhibit

Plan A

Creditors’ Committee Support Letter B

THE DEBTORS HEREBY ADOPT AND INCORPORATE EACH EXHIBIT ATTACHED TOTHIS DISCLOSURE STATEMENT BY REFERENCE AS THOUGH FULLY SET FORTHHEREIN.

vii


ARTICLE I

INTRODUCTION

Marco Polo Seatrade B.V. and its Debtor and non-Debtor affiliates own, operate,manage and provide technical management services to a fleet of modern cargo Vessels that carrya variety of cargo in international trade, and call on ports worldwide. On July 29, 2011, theDebtors filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in theUnited States Bankruptcy Court for the Southern District of New York. On May 7, 2012, theDebtors filed their Joint Plan of Liquidation under Chapter 11 of the Bankruptcy Code. On June13, 2012 the Debtors filed their First Amended Joint Plan of Liquidation under Chapter 11 of theBankruptcy Code, a copy of which is attached hereto as Exhibit A. On June [ ], 2012, theBankruptcy Court entered the Disclosure Statement Approval Order approving the DisclosureStatement, having found it contained information of a kind and in sufficient detail to enable theholders of Claims and Equity Interests in the Debtors that are entitled to vote on the Plan to makean informed judgment about the Plan.

Plan Overview. The Plan incorporates the Global SettlementSection 1.1Agreement among the Debtors, the Creditors’ Committee, CA, RBS and NordLB of all issuesrelating to the validity, priority, amount, and extent of the prepetition and postpetition liens andClaims of each of the Lenders that may have been asserted by or on behalf of the Debtors or theDebtors’ Estates. The Debtors have concluded that the recovery for their creditors will bemaximized by the liquidation described in the Plan. The Debtors submit that the Plan maximizesthe Debtors’ value, is in the best interests of their creditors and that any alternative toconfirmation of the Plan would result in significant delays and additional costs to the Debtorsand their Estates.

The Plan provides for payment in full of all unclassified Claims (AllowedAdministrative Expense Claims, the DIP Financing Claim, the Cash Collateral True-Up Claimand Priority Tax Claims) as well as Other Priority Claims. Pursuant to the Global SettlementAgreement, the Plan further provides for the turnover to CA and RBS (or their respectivedesignees) of all the Vessels and other Collateral securing the CA Credit Facility and RBS CreditFacility, respectively. As consideration for the turnover of their Vessels, the Lenders haveagreed to waive all Administrative Expense Claims (other than the DIP Financing Claim, theCash Collateral True-Up Claim, claims arising under the Global Settlement Agreement, claimsarising under the Global Settlement Order, and claims arising under the Plan), which would haveotherwise materially diluted the unencumbered assets available for distribution to holders ofGeneral Unsecured Claims. The CA Deficiency Claim under the CA Credit Facility and theRBS Deficiency Claim under the RBS Credit Facility will be Allowed General UnsecuredClaims; provided, however that CA and RBS will only recover on account of their DeficiencyClaims after holders of Allowed General Unsecured Claims (other than holders of the CADeficiency Claim and the RBS Deficiency Claim) have received distributions aggregating 5% oftheir Allowed General Unsecured Claims. Further, NordLB’s Claim that is secured by a secondlien on the Diana and Montiron is Allowed in the amount of $5,200,000 million and treated as a

1


and in consultation with legal and other advisors, the Debtors’ respective boards of managingdirectors have determined that the liquidation contemplated in the Plan would likely result in adistribution of greater values to creditors and shareholders than would a liquidation underChapter 7.

Creditors’ Committee Support. THE CREDITORS’Section 1.4COMMITTEE BELIEVES THAT THE PLAN PROVIDES TREATMENT OF GENERALUNSECURED CLAIMS THAT IS FAIR AND EQUITABLE. THE CREDITORS’COMMITTEE, REPRESENTING THE INTERESTS OF ALL UNSECUREDCREDITORS OF THE DEBTORS, SUPPORTS CONFIRMATION OF THE PLAN AND,THEREFORE, RECOMMENDS THAT ALL CREDITORS REVIEW THE PLAN ANDDISCLOSURE STATEMENT ENCLOSED HEREWITH AND VOTE TO ACCEPT THEPLAN. A SUPPORTING LETTER FROM THE CREDITORS’ COMMITTEE ISATTACHED HERETO AS EXHIBIT B.

THE DEBTORS BELIEVE THAT THE PLAN IS IN THE BESTINTERESTS OF HOLDERS OF CLAIMS AND RECOMMEND THAT ALL SUCHHOLDERS WHOSE VOTES ARE BEING SOLICITED VOTE TO ACCEPT THE PLAN.

ARTICLE II

GENERAL INFORMATION REGARDING THE DEBTORS

Seaarland, a Debtor in these Chapter 11 Cases, is a vessel management companywhich operates tankers and bulk carriers and specializes in providing commercial and technicalvessel management services. Seaarland was founded in 2005. Its corporate headquarters arelocated in Amsterdam, the Netherlands. Seaarland is wholly-owned by MPS, a Debtor in theseChapter 11 Cases. MPS has two other subsidiaries – Magellano and Cargoship – that areDebtors in these Chapter 11 Cases. The Debtors’ commercial operations are principallyconducted under the name of Seaarland Shipping Management B.V.

Events Precipitating the Chapter 11 Cases. The oil tanker industrySection 2.1in which the Debtors operate suffered an extraordinary downturn in the past three years,resulting from, among other things, a decrease in global demand for crude oil transportationservices and the oversupply of oil tankers.

The global recession, which began in 2008, depressed demand for crude oil andrefined petroleum products. Against this backdrop of decreased demand for oil tankers, theglobal supply of oil tankers has been steadily increasing since 2007. Improved marketconditions during the years 2000-2007 resulted in shipping companies ordering a substantialnumber of new vessels in 2006 and 2007. As new tankers are typically delivered 18 to 36months after they are ordered, a substantial number of new oil tankers entered the market

3


Debtors’ Corporate Structure. As of the Commencement Date, theSection 2.3Debtors’ corporate structure consisted of four legal entities, which were responsible formanaging and operating the Debtors’ business and assets. The parent company is MPS, which isa Dutch private limited liability company that maintains its main office in Amsterdam, theNetherlands. MPS is also the sole shareholder of Seaarland, which is also a Dutch privatelimited liability company. In addition, MPS is a 50/50 joint venture partner in Futmarine B.V., aDutch private limited liability company (“Futmarine”), and Synergas S.r.L. (“Synergas”), anItalian private limited liability company.

MPS also owns 50% of the equity of the Elbtank Project, which was initiallyformed to acquire four vessels (as described in more detail below). MPS also owns equity in theSan Project. In addition, MPS is the sole owner of Dritten Westbulk SchiffahrtsgesellschaftMBH & Co. KG. (3 Westbulk), a German partnership (“Westbulk”). MPS also owns 25% ofordinary shares and certain special shares in the capital of Motia Compagnia di NavigazioneS.p.A., an Italian company owning and managing 11 Italian flagged Handysized product tankers(“Motia”). Prior to selling its interests (detailed below), MPS was a limited partner andshareholder of the German limited partnership Seaarland Shipmanagement (Hamburg) GmbH &Co. KG and the German limited liability company Seaarland Hamburg Verwaltungs GmbH(collectively, “SHS”). Finally, prior to the Südtank Settlement (defined below), MPS owned a50% interest in Südtank KGs and Südtank GmbHs, which are German partnerships formed forthe purpose of acquiring four Handymax Class tanker vessels to be delivered in 2011(“Südtank”).

Seaarland owns 100% of Debtor Cargoship, which is also involved in charterparty contracts with third party ship owners. Cargoship is a Dutch private limited liabilitycompany.

Debtor Magellano is a special purpose Dutch entity, which is the “economicowner” of the Vessels pursuant to certain contractual arrangements. MPS indirectly owns 100%of the equity of Magellano and Vespucci Marine C.V. (“Vespucci”) – 5% through Seaarland andanother 95% through an intermediate holding company named Poule B.V., a Dutch company(“Poule”).

Futmarine, Synergas, SHS, the Elbtank Project, Westbulk, Vespucci, Motia, theSüdtank Project and Poule are not Debtors in these proceedings.

An organizational chart showing the Debtor entities and non-Debtor affiliates as itexisted on the Commencement Date is below.

9


loan agreement as of the Commencement Date plus (ii) $23,773,665.72 outstanding in respect ofthe interest rate swap under the RBS Master Agreement that was terminated as of September 13,2011.

Pursuant to the terms of the Global Settlement Agreement, RBS’s Claims arisingunder the RBS Credit Facility shall be Allowed in the fixed, liquidated aggregate amount of$124,816,049.57, which includes: (i) the Allowed Secured Claims of RBS in the aggregateamount of (x) $74,416,667, representing the Debtor/Lender Agreed Value of the RBS Vessels,plus (y) the amount of RBS Cash Collateral turned over and/or assigned to RBS or to one ormore designees, plus (z) the value of all RBS Other Collateral turned over to RBS or to any RBSdesignees and (b) the Allowed unsecured Deficiency Claim of RBS in the amount of (1)$50,399,382.57, less (2) the amount of RBS Cash Collateral turned over and/or assigned to RBSor to any RBS designees, less (3) the value of all RBS Other Collateral turned over to RBS or toany RBS designees. The Allowed RBS Secured Claim and the Allowed RBS Deficiency Claimshall not be subject to avoidance, reconsideration, objection, defense, reduction, increase,counterclaim, subordination, recharacterization, offset or recoupment, and shall be Allowed oncethe Bankruptcy Court approves the Global Settlement Agreement without the necessity of anyfurther filings, amendments, or other action.

Efibanca Loan. On June 30, 2005, the Debtors obtained a €25(d)million mezzanine financing from Efibanca pursuant to the Efibanca Loan Agreement to financethe acquisition of certain special shares of Motia, which shares were pledged to Efibanca assecurity for the Efibanca Loan. On February 9, 2012, Banco Popolare – Società Cooperativea(“Banco Popolare”), as successor in interest in all respects to Efibanca under the Efibanca Loan,filed proofs of Claim with the voting agent in which Banco Popolare stated the total amountoutstanding under the Efibanca Loan was approximately $39,995,466.53 as of theCommencement Date, of which (i) $35,650,000 represents the principal amount of the EfibancaLoan, (ii) $3,275,966.53 represents capitalized interest on the Efibanca Loan accrued prior to theCommencement Date and (iii) $1,069,500 represents costs and expenses accrued prior to theCommencement Date.

NordLB Second lien. On March 30, 2009, MPS executed a(e)guarantee in favor of NordLB in connection with a certain loan agreement dated April 7, 2008,pursuant to which NordLB advanced funds to the Westbulk Project (as defined and describedbelow), which are not Debtors in the Chapter 11 Cases (the “Westbulk Loan Agreement”).

On June 23 2011, MPS granted to NordLB second lien mortgages on the Dianaand the Montiron up to the total amount of $5,200,000 pursuant to preferred mortgageagreements (the “NordLB Second Mortgages”).

On January 30, 2012, NordLB filed a proof of Claim in the Chapter 11 Cases foramounts outstanding under the NordLB Guarantee, including a Claim for $5,200,000 secured by

14


Following extensive negotiations, MPS, the remaining shareholders of theSüdtank KGs and NordLB agreed to compromise and resolve the dispute by way of a settlementwhereby MPS transferred its interests in the Südtank KGs to the remaining shareholders inconsideration for NordLB releasing MPS from the corporate guarantee and any other claims orCauses of Action against MPS arising out of the Südtank Project, payment of nominal value forthe interests (€70,000.00) to the Estate and the release of any claims the remaining shareholdersmay have against MPS arising out of the Südtank Project. As a result of this compromise,MPS’’s potential unsecured claims pool was reduced by over $48 million in exchange for thecost of surrendering already “underwater” Südtank interests.

SHS Settlement. On April 13, 2012, the Bankruptcy Court entered(d)a Final Order approving the Debtors’’ sale of its minority interests in SHS free and clear of liens,claims, encumbrances and interests for an aggregate purchase price of €204,200. SHS providedtechnical management services for ships under the so-called German KG system, a modeldesigned to raise private equity for the financing of projects and that was very popular in theGerman shipping industry prior to the market crash. MPS’s investment in SHS was a means ofgaining access to the German KG market and their private investors. Given the state of theGerman shipping industry, and to avoid the costs of litigating the legal significance of theChapter 11 Cases, on March 20, 2012 the Debtors agreed to sell their SHS minority interests tocertain other partners and shareholders of SHS for nominal consideration to the Estate.

Futmarine/Top Ships Settlement. On April 18, 2012, the(e)Bankruptcy Court entered an order approving the Futmarine Settlement, but reserved making anydetermination on the use of settlement proceeds until April 24, 2012 (which hearing wassubsequently adjourned until May 17, 2012). 30, 2012). On June 11, 2012, the BankruptcyCourt entered an order approving the Futmarine Settlement allowing the settlement proceeds tobe used upon satisfaction of the conditions specified in Section 2.6 of the Global SettlementAgreement. Under the terms of the settlement, Banksy, Indiana and Top Ships agreed to (a)unconditionally release the attachment against the shares of Futmarine; (b) dismiss the Top ShipsArbitration; (c) receive an amount of $500,000 to be paid from cash held in the Futmarineaccount; and (d) have an Allowed General Unsecured Claim against the Debtors in an amount of$16.0 million. The Debtors are entitled to receive the balance of the cash held in the Futmarineaccount, estimated to be $4.3 million, subject to an agreement not to pay certain fees andexpenses from the settlement proceeds pending further order of the Bankruptcy Court. TheDebtors will dismiss the Top Ships Adversary Proceeding once all conditions to the settlementhave been consummated.

Schulte Contract Rejection. On November 7, 2011, the Debtors(f)filed a motion with the Bankruptcy Court to reject two executory contracts with ReedereiThomas Schulte GmbH & Co. KG (or related entity) (“Schulte”) for the construction andscheduled December 2011 delivery of two vessels – the Emma Schulte and the Evelyn Schulte.As background, Cargoship and MPS (as guarantor) became party to the charter-in agreements onAugust 1, 2008 for the future delivery of the two vessels, then under construction, to Cargoship

27


Meg $22,666,667 Montiron $23,500,000

Based upon these stipulated valuations, CA and RBS have asserted in pleadingsfiled with the Court, that the value of their Vessels has diminished by approximately$16,800,000 and $12,000,000, respectively, in comparison to valuations undertaken by CA andRBS in September 2011 in connection with the dismissal litigation. CA and RBS have assertedthat this alleged diminution is a component of their asserted 507(b) Claims.

Exclusivity. The Debtors’ original exclusivity period ended onSection 3.8November 28, 2011. Prior to the expiration of the exclusivity period, the Debtors sought anextension of their exclusive right to file a plan in their bankruptcy cases through and includingJanuary 17, 2012, and the exclusive right to solicit acceptances through and including March 18,2012. Both of the Senior Lenders and the Creditors’ Committee consented to the Debtors’proposed extension. An order granting the extension was entered on November 22, 2011. TheBankruptcy Court has extended the Debtors’ exclusive periods to file a chapter 11 plan andsolicit acceptances thereof through March 31, 2012 and May 31, 2012, respectively, pursuant tosubsequent orders entered on November 22, 2011, January 5, 2012, February 23, 2012 andFebruary 28, 2012.

On March 19, 2012, the Debtors filed a fifth motion to extend the exclusiveperiods during which only the Debtors may file a chapter 11 plan and solicit acceptances thereofthrough and including May 31, 2012 and July 31, 2012, respectively. On March 20, the Lendersfiled an objection to the motion and a cross-motion to terminate the Debtors’ exclusive period tosolicit votes on a Chapter 11 plan. To facilitate discussions on the terms of an overall resolutionof the Chapter 11 Cases, the Debtors, the Lenders, and the Creditors’ Committee agreed to aseries of short-term extensions of the Debtors’ exclusive period in which to file a plan. On April3, 2012, the Bankruptcy Court entered an ex parte bridge order granting the extension ofexclusivity through the earliest of (a) the entry of a Final Order on the merits of the motion; and(b) April 12, 2012. On April 12, 2012, the Bankruptcy Court entered an ex parte bridge ordergranting the extension of exclusivity through the earliest of (a) the entry of a Final Order on themerits of the motion; and (b) April 24, 2012. On April 24, 2012, the Bankruptcy Court enteredan ex parte bridge order granting a further extension of exclusivity through the earliest of (a) theentry of a Final Order on the merits of the motion; and (b) April 27, 2012. On April 27, 2012,the Bankruptcy Court entered an ex parte bridge order granting a further extension of exclusivitythrough the earliest of (a) the entry of a Final Order on the merits of the motion; and (b) May 17,2012.

Global Settlement Agreement. On May 7, 2012, the Debtors, theSection 3.9Lenders and the Creditors’ Committee entered into the Global Settlement Agreement. On May [],June 11, 2012, the Bankruptcy Court entered an order approving the Global SettlementAgreement.

32


Trustee or the Lenders object to an Administrative Expense Claim, the parties may confer to tryto reach a settlement and, failing that, the Bankruptcy Court shall resolve the dispute. TheLiquidation Trustee may settle Administrative Expense Claims in the ordinary course of businessand without further Bankruptcy Court approval.

The Debtors cannot estimate at this time what the amount of AllowedAdministrative Expense Claims will aggregate on the Effective Date because the AdministrativeExpense Claim Bar Date has not yet passed and the Debtors have been paying undisputedAdministrative Expense Claims in the ordinary course of the Debtors’ business.

Professional Compensation and Reimbursement Claims. Any(b)holder of a Professional Claim shall (i) file its application for final allowance of such Claim onor before the Administrative Expense Claim Bar Date and (ii) unless such holder agrees to lessfavorable treatment, be paid in full, in Cash, in such amounts as are Allowed by the BankruptcyCourt, upon (x) the date of entry of an order granting such award, or as soon as practicablethereafter or (y) terms less favorable to such holder, as may be mutually agreed upon by suchholder and the Liquidation Trustee, with the prior written consent of the Debtors and theLenders. The Liquidation Trustee shall not have standing to object to any Professional Claims.

Objections to any applications for final allowance of a Professional Claim shall befiled and served on the professional that filed such application on or before the ProfessionalClaims Objection Deadline, subject to extension from time to time by order of the BankruptcyCourt. As soon as practicable following the seventh Business Day after the occurrence of theProfessional Claims Objection Deadline, a hearing will be held to consider all timely-filed andproperly-served applications for final allowance of a Professional Claim.

The Debtors cannot estimate at this time what the amount of AllowedProfessional Claims will aggregate on the Effective Date because the Administrative ExpenseClaim Bar Date has not yet passed and the Debtors have been paying undisputed ProfessionalClaims in the ordinary course of the Debtors’ business.

From and after the Confirmation Date the Debtors or the Liquidation Trustee shallpay in Cash the reasonable legal fees and expenses incurred by the Debtors’ professionals andthe Creditors’ Committee’s professionals in the ordinary course of business and without anyfurther notice to or action, order or approval of the Bankruptcy Court. If the Debtors orCreditors’ Committee dispute the reasonableness of any such invoice, the affected professionalmay submit such dispute to the Bankruptcy Court for a determination of the reasonableness ofany such invoice, and the disputed portion of such invoice shall not be paid until the dispute isresolved. The undisputed portion of such reasonable fees and expenses shall be paid as providedherein. For the avoidance of doubt, following the Confirmation Date any requirement that aprofessional comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seekingcompensation for services rendered after such date shall terminate.

37


DIP Financing Claim. The DIP Financing Claim is Allowed in full(c)pursuant to the Global Settlement Agreement. Upon entry of the Global Settlement Order, theDIP Lender shall receive in full settlement, satisfaction, and release of the DIP Financing Claim,Unrestricted Cash in an amount equal to the DIP Financing Claim Amount. Upon receipt by theDIP Lender of such amounts, all liens and security interests granted to secure the DIP FinancingClaim shall be satisfied, discharged, and terminated in full. The DIP Lender and the DIPFinancing Claim shall not be subject to the Administrative Expense Claim Bar Date or any otherrequirement for the filing of proofs of Administrative Expense Claims or other Claims orrequests for payment in the Chapter 11 Cases.

On May 22, 2012, the Debtors paid the DIP Financing Claim infull.

Cash Collateral True-Up Claim. The Cash Collateral True-Up(d)Claim is Allowed in full pursuant to the Global Settlement Agreement. Upon entry of the GlobalSettlement Order, RBS shall receive in full settlement, satisfaction, and release of the CashCollateral True-Up Claim, Unrestricted Cash in an amount equal to the Cash Collateral True-UpAmount. Upon receipt by RBS of such amounts, all liens and security interests granted to securethe Cash Collateral True-Up Claim shall be satisfied, discharged, and terminated in full. RBSand the Cash Collateral True-Up Claim shall not be subject to the Administrative Expense ClaimBar Date or any other requirement for the filing of proofs of Administrative Expense Claims orother Claims in the Chapter 11 Cases.

On June 11, 2012, the Global Settlement Order was entered which established theCash Collateral True-Up Claim at $0.

Priority Tax Claims. Except to the extent that a holder of anSection 4.2Allowed Priority Tax Claim agrees to less favorable treatment, each holder of an AllowedPriority Tax Claim shall receive in full settlement, satisfaction, and release of such Claim, Cashin an amount equal to the Allowed but unpaid portion of such Claim, on or as soon as practicableafter, the later of (a) the Effective Date and (b) the date such Claim becomes Allowed.

Estimated Amount of Claims: $0.00 to $2,023.90

Projected Percentage Recovery: 100.00%

ARTICLE V


Classification. The Plan comprises four chapter 11 plans, Section 5.1providing a separate plan for each Debtor. The Debtors reserve the right to request at the

38


Confirmation Hearingcontemplates consolidation for purposes of distributions to holders ofAllowed Claims in Class 5, Class 6, and Class 7 and the rights of the Creditors’ Committee andthe Lenders in respect of any such request are reserved in fullall Classes of Claims. Pursuant tosection 1122 of the Bankruptcy Code, the following table designates the Classes of Claimsagainst, and Equity Interests in, the Debtors, and specifies which of those Classes are (a)Impaired and entitled to vote to accept or reject the Plan in accordance with section 1126 of theBankruptcy Code, (b) unimpaired and presumed to accept the Plan, and therefore not entitled tovote to accept or reject the Plan, and (c) Impaired and deemed to reject the Plan. In accordancewith section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims and PriorityTax Claims are not classified, and the respective treatment of such unclassified claims isprovided in Article II of the Plan.

Class Designation Impairment Voting Rights1 Other Priority Claims Unimpaired Presumed to Accept2 RBS Secured Claims Impaired Entitled to Vote3 CA Secured Claims Impaired Entitled to Vote4 Other Secured Claims Impaired Entitled to Vote5 MPS and Magellano General Unsecured

ClaimsImpaired Entitled to Vote

6 Cargoship and Seaarland GeneralUnsecured Claims

Impaired Entitled to Vote

7 Subordinated Claims Impaired Entitled to Vote8 MPS Equity Interests Unimpaired Presumed to Accept9 Subsidiary Equity Interests Impaired Deemed to Reject

Classes 1, 2, 3, 4, 5, 6, 7, 8, and 9, as applicable to each Debtor, consist ofsub-Classes for each Debtor, and each sub-Class shall and shall be deemed to be a separate Classfor all purposes under the Bankruptcy Code. A schedule of the sub-Classes for Classes 1, 2, 3, 4,5, 6, 7, 8, and 9 is set forth in Exhibit A to the Plan.A Claim or Equity Interest shall be placed ina particular Class only to the extent that such Claim or Equity Interest falls within the descriptionof such Class, and shall be classified in other Classes to the extent that any portion of the Claimor Equity Interest falls within the description of such other Classes. For the avoidance of doubt,a Claim shall be placed in a particular Class for the purpose of receiving distributions pursuant tothe Plan only to the extent that the Claim is an Allowed Claim in such Class and the Claim hasnot been paid, released, or otherwise settled or compromised prior to the Effective Date.

ARTICLE VI


Class 1 – Other Priority Claims.Section 6.1

39


Treatment. Except to the extent that a holder of an Allowed Other(a)Priority Claim agrees to less favorable treatment, each holder of an Allowed Other PriorityClaim shall receive in full settlement, satisfaction, and release of such Claim, Unrestricted Cashin an amount equal to the Allowed but unpaid portion of such Claim, on or as soon as practicableafter, the later of (i) the Effective Date and (ii) the date such Claim becomes Allowed.

Impairment and Voting. Class 1 is unimpaired, and accordingly,(b)pursuant to section 1126(f) of the Bankruptcy Code, the holders of Claims in Class 1 areconclusively presumed to accept the Plan.

Estimated Amount of Claims: $0.00 to 28,585.15


Class 2 – RBS Secured Claims.Section 6.2

Allowance. Pursuant to the Global Settlement Agreement, the(a)RBS Secured Claims are Allowed in an aggregate amount equal to (i) the amount of RBS CashCollateral turned over to RBS or its designee pursuant to the Global Settlement Order and thePlan, plus (ii) the Stipulated Value of the RBS Vessels, plus (iii) the value of all RBS OtherCollateral turned over and/or assigned to RBS or its designee pursuant to the Global SettlementOrder and the Plan; provided that the Allowed amount of the RBS Secured Claims shall notexceed $124,816,049.57. For the avoidance of doubt, the Deficiency Claims of RBS constituteAllowed Class 5 General Unsecured Claims against MPS and Magellano, subject to the LimitedDeficiency Waiver.

Treatment. On the Effective Date, RBS or its designee shall(b)receive in full satisfaction of RBS’s Allowed Secured Claims all RBS Collateral not previouslyturned over to RBS or its designee pursuant to the Global Settlement Order.

Impairment and Voting. Class 2 is Impaired, and accordingly, the(c)holder of the Claims in Class 2 is entitled to vote to accept or reject the Plan.

40


Estimated Amount of Claims: $74,416,667.00 plus RBS Cash Collateralplus RBS Other Collateral2


Class 3 – CA Secured Claims.Section 6.3

Allowance. Pursuant to the Global Settlement Agreement, the CA(a)Secured Claims are Allowed in an aggregate amount equal to (i) the amount of CA CashCollateral turned over to CA or its designee pursuant to the Global Settlement Order and thePlan, plus (ii) the Stipulated Value of the CA Vessels, plus (iii) the value of all CA OtherCollateral turned over and/or assigned to CA or its designee pursuant to the Global SettlementOrder and the Plan; provided that the Allowed amount of the CA Secured Claims shall notexceed $93,482,543.08. For the avoidance of doubt, the Deficiency Claims of CA constituteAllowed Class 5 General Unsecured Claims against MPS and Magellano, subject to the LimitedDeficiency Waiver.

Treatment. On the Effective Date, CA or its designee shall receive(b)in full satisfaction of CA’s Allowed Secured Claims all CA Collateral not previously turned overto CA or its designee pursuant to the Global Settlement Order.

Impairment and Voting. Class 3 is Impaired, and accordingly, the(c)holder of the Claims in Class 3 is entitled to vote to accept or reject the Plan.

Estimated Amount of Claims: $78,666,667.00 plus CA Cash Collateralplus CA Other Collateral3


Class 4 – Other Secured Claims.Section 6.4

Treatment. Class 4 consists of all Other Secured Claims against(a)each of the Debtors. Except, including, but not limited to, Banco Popolare’s Secured Claimsunder the Efibanca Loan. On the Effective Date, Banco Popolare shall receive in fullsatisfaction of Banco Popolare’s Allowed Secured Claims all Efibanca Collateral not previously2 The actual Allowed Secured Claims of RBS will consist of (x) $74,416,667, representing the

Debtor/Lender Agreed Value of the RBS Vessels, plus (y) the amount of RBS Cash Collateral turned over and/or assigned to RBS or to one or more designees, plus (z) the value of all RBS Other Collateral turned over to RBS or to any RBS designees.

3 The actual Allowed Secured Claims of CA will consist of (x) $78,666,667 (listed here), representing the Debtor/Lender Agreed Value of the CA Vessels, plus (y) the amount of CA Cash Collateral turned over and/or assigned to CA or to one or more designees, plus (z) the value of all CA Other Collateral turned over to CA or to any CA designees.

41


turned over to Banco Popolare. Otherwise, except to the extent that the holder of an AllowedOther Secured Claim agrees to less favorable treatment, on the Effective Date, or as soonthereafter as is reasonably practicable, each holder of an Allowed Other Secured Claim shallreceive in full settlement, satisfaction, and release of such Claim either (i) to the extent that theDebtors have sold, or the Liquidation Trustee sells, any Non-Lender Collateral that is subject tothe liens securing such Claim, free and clear of such liens, the proceeds of the sale of suchNon-Lender Collateral, less the reasonable and documented costs of the sale of such Collateral,(ii) the Non-Lender Collateral securing such Other Secured Claim, or (iii) the realization by suchholder of the indubitable equivalent of such Claim. For the avoidance of doubt, (A) thedetermination of which treatment to provide an Allowed Other Secured Claim under Section4.4(a) of the Plan shall be determined by the Liquidation Trustee and (B) in the event that anAllowed Other Secured Claim exceeds the value of such holder’s interest in the Collateral thatsecures it, such holder’s Deficiency Claim (including any Banco Popolare Deficiency Claim)shall be an Allowed Class 5 General Unsecured Claim.

Impairment and Voting. Class 4 is Impaired, and accordingly, the(b)holders of the Claims in Class 4 are entitled to vote to accept or reject the Plan.

Estimated Amount of Claims: $0.00 to $40.00 million

Projected Percentage Recovery: 0.00% to 100.00%

Class 5 – MPS and Magellano General Unsecured Claims.Section 6.5

Allowance. Pursuant to the Global Settlement Agreement, the(a)Deficiency Claims of RBS against MPS and Magellano are Allowed in the aggregate amount of$50,399,382.57, less an amount equal to the RBS Cash Collateral turned over to RBS or itsdesignee, less an amount equal to the RBS Other Collateral (or proceeds thereof) turned overand/or assigned to RBS or its designee. Pursuant to the Global Settlement Agreement, theDeficiency Claims of CA against MPS and Magellano are Allowed in the aggregate amount of$14,815,876.08, less an amount equal to the CA Cash Collateral turned over to CA or itsdesignee, less an amount equal to the CA Other Collateral (or proceeds thereof) turned overand/or assigned to CA or its designee. Pursuant to the Global Settlement Agreement, theNordLB Second Lien Claim is Allowed against MPS in the amount of $5,200,000.

Treatment. Class 5 consists of all Allowed General Unsecured(b)Claims against MPS and Magellano. Each holder of a Class 5 General Unsecured Claim shallreceive in full settlement, satisfaction, and release of its General Unsecured Claim, its Pro Ratashare of the Liquidation Trust Interests representing beneficial interests in the Liquidation TrustAssets allocated to the MPS and Magellano sub-trusts established by the Liquidation Trustee,including the (i) General Unsecured Claims Reserve Amount, (ii) Excess Administrative andPriority Claims Reserve, as and when determined in accordance with Section 5.8 of the Plan, (iii)Excess Professional Claims Reserve, and (iv) Unrestricted Cash proceeds of all Causes ofAction, in each such case on or as soon as practicable after (A) the Effective Date, to the extent

42


that such Unrestricted Cash is available for distribution to holders of Class 5 Claims prior to theEffective Date and (B) the next Periodic Distribution Date, to the extent that such UnrestrictedCash proceeds are available for distribution to holders of Class 5 Claims after the Effective Date;provided, however, that distributions on account of the Deficiency Claims of RBS and CA shallnot be made until distributions aggregating 5% of Allowed General Unsecured Claims have beenmade to holders of Class 5 Claims other than the holders of the RBS Deficiency Claim and theCA Deficiency Claim (the “Limited Deficiency Waiver”). On the Distribution Date on whichdistributions aggregating 5% of Allowed General Unsecured Claims have been made to theholders of Class 5 Claims other than the holders of the RBS Deficiency Claim and the CADeficiency Claim, and on each Distribution Date thereafter, each holder of an Allowed GeneralUnsecured Claim (including the holders of the RBS Deficiency Claim and the CA DeficiencyClaim) shall receive its Pro Rata share of all additional Unrestricted Cash available fordistribution to holders of Class 5 Claims.

Impairment and Voting. Class 5 is Impaired, and accordingly, the(c)holders of Claims in Class 5 are entitled to vote to accept or reject the Plan.

Estimated Amount of Claims: $139.0 million to $318.9 million


Class 6 – Cargoship and Seaarland General Unsecured Claims.Section 6.6

Treatment. Class 6 consists of all Allowed General Unsecured(a)Claims against Cargoship and Seaarland. Each holder of a Class 6 General Unsecured Claimshall receive in full settlement, satisfaction, and release of its General Unsecured Claim, its ProRata share of the Liquidation Trust Interests representing beneficial interests in the LiquidationTrust Assets allocated to the Cargoship and Seaarland sub-trusts established by the LiquidationTrustee, including the (i) General Unsecured Claims Reserve Amount, (ii) ExcessAdministrative and Priority Claims Reserve, as and when determined in accordance with Section5.8 of the Plan, (iii) Excess Professional Claims Reserve, and (iv) Unrestricted Cash proceeds ofall Causes of Action, in each such case on or as soon as practicable after (A) the Effective Date,to the extent that such Unrestricted Cash is available for distribution to holders of Class 6 Claimsprior to the Effective Date and (B) the next Periodic Distribution Date, to the extent that suchUnrestricted Cash proceeds are available for distribution to holders of Class 6 Claims after theEffective Date.

Impairment and Voting. Class 6 is Impaired, and accordingly, the(b)holders of Claims in Class 6 are entitled to vote to accept or reject the Plan.

Estimated Amount of Claims: $11.8 million to $77.2 million


43


Class 7 – Subordinated Claims.Section 6.7

Treatment. Class 7 consists of all Subordinated Claims against(a)each of the Debtors. Provided that all Claims in Class 5 and Class 6 against the relevant Debtorhave been satisfied in full (including postpetition interest thereon), each holder of a SubordinatedClaim shall receive in full settlement, satisfaction, and release of its Subordinated Claim, its ProRata share of the remaining (i) General Unsecured Claims Reserve Amount, (ii) ExcessAdministrative and Priority Claims Reserve, as and when determined in accordance with Section5.8 of the Plan, (iii) Excess Professional Claims Reserve, and (iv) Unrestricted Cash proceeds ofall Causes of Action on or as soon as practicable after (A) the Effective Date, to the extent thatsuch Unrestricted Cash proceeds are generated prior to the Effective Date and (B) the nextPeriodic Distribution Date, to the extent that such Unrestricted Cash proceeds are generated afterthe Effective Date, in each case to the extent that such Subordinated Claim is Allowed.

Impairment and Voting. Class 7 is Impaired. The holders of(b)Claims in Class 7 are Impaired, and accordingly, are entitled to vote to accept or reject the Plan.

Estimated Amount of Claims: $0.00


Class 8 – MPS Equity Interests.Section 6.8

Treatment. Class 8 consists of all Equity Interests in MPS. On the(a)Effective Date, the Equity Interests in MPS shall be reinstated.

Impairment and Voting. Pursuant to section 1126(f) of the(b)Bankruptcy Code, the holders of MPS Equity Interests in Class 8 are conclusively presumed tohave accepted the Plan, and accordingly, are not entitled to vote to accept or reject the Plan.

Estimated Amount of Claims: N/A


Class 9 – Subsidiary Equity Interests.Section 6.9

Treatment. Class 9 consists of all Equity Interests in Magellano,(a)Cargoship, and Seaarland. On the Effective Date, all Equity Interests in Magellano, Cargoship,and Seaarland shall be deemed cancelled and terminated. Holders of Equity Interests inMagellano, Cargoship, and Seaarland shall not receive or retain any property or interest inproperty under the Plan.

44


Impairment and Voting. Pursuant to section 1126(g) of the(b)Bankruptcy Code, the holders of Magellano, Cargoship, and Seaarland Equity Interests in Class9 are deemed to have rejected the Plan, and accordingly, are not entitled to vote to accept orreject the Plan.

Estimated Amount of Claims: N/A


Nonconsensual Confirmation. In the event that any Impaired ClassSection 6.10of Claims or Equity Interests has not accepted the Plan or is deemed to have rejected the Plan,the Debtors (a) request that the Bankruptcy Court confirm the Plan in accordance with 1129(b)of the Bankruptcy Code with respect to such non-accepting Class, in which case the Plan shallconstitute a motion for such relief and (b) reserve the right to amend the Plan in accordance withSection 12.7 of the Plan.

Elimination of Vacant Classes. Any Class (including, for the Section 6.11avoidance of doubt, any sub-Class) of Claims against, or Equity Interests in, the Debtors that isnot populated as of the commencement of the Confirmation Hearing by an Allowed Claim orEquity Interest or a Claim or Equity Interest temporarily allowed under Bankruptcy Rule 3018shall be deemed eliminated from the Plan for purposes of (a) voting to accept or reject the Planand (b) determining the acceptance or rejection of the Plan by such Class pursuant to section1129(a)(8) of the Bankruptcy Code.

Intercompany Claims. On the Effective Date, IntercompanySection 6.12Claims shall be cancelled or reconciled, provided that such determination shall be made by theCreditors’ Committee, with the prior written consent of the Lenders (which consent shall not beunreasonably withheld), prior to entry of the Disclosure Statement Approval Order andevidenced by the filing by the Creditors’ Committee of a notice with the Bankruptcy Courtregarding the exercise of such option.

ARTICLE VII


Compromise and Settlement. Pursuant to Bankruptcy Rule 9019,Section 7.1the Plan incorporates the Global Settlement Agreement among the Debtors, the Creditors’Committee, and the Lenders of all issues relating to the validity, priority, amount, and extent ofthe prepetition and postpetition liens and Claims of each of the Lenders that may have beenasserted by or on behalf of the Debtors or the Debtors’ Estates. For the avoidance of doubt, tothe extent that a provision of the Global Settlement Agreement is not expressly incorporated inthe Plan, such provision is deemed to be included in the Plan by reference. In consideration ofthe resolution of these issues and the value contributed by each of the Lenders to the holders of

45


reasonable prior notice to the relevant Lender or its designee. Subject to the terms of theLiquidation Trust Documents, applicable Dutch law, and the limitations and/or obligations setforth in Section 5.4(b) of the Plan, the Liquidation Trustee shall be authorized, empowered, anddirected to take all actions necessary to comply with the Plan and exercise and fulfill the dutiesand obligations arising thereunder, including, without limitation, to (i) act as the trustee for theLiquidation Trust and administer the Liquidation Trust, (ii) take any action necessary to transferthe Liquidation Trust Assets to the Liquidation Trust, establish the Liquidation Trust andsub-trusts therein, and dissolve the Debtors in accordance with the Plan and applicable law,including, without limitation, in respect of the establishment of sub-trusts in the LiquidationTrusts for the allocation of assets, the making of related reserves and the attribution of rights ofholders of beneficial interests against particular sub-trusts based on the classification scheme ofthe Plan, (iii) retain attorneys, advisors, and other professionals as may be necessary andappropriate to perform the duties required of, and the obligations assumed by the LiquidationTrustee under the Plan and the Liquidation Trust Documents, (iv) execute any documents,instruments, contracts, and agreements necessary and appropriate to carry out the powers andduties of the Liquidation Trust, (v) open, maintain, and administer bank accounts as necessary todischarge the duties of the Liquidation Trustee under the Plan and the Liquidation TrustDocuments, (vi) administer, sell, liquidate, or otherwise dispose of the Liquidation Trust Assetsin accordance with the Plan, (vii) investigate, commence, and prosecute all Causes of Actiontransferred to the Liquidation Trust under the Plan to judgment or settlement, and take all othernecessary and appropriate steps to collect, recover, liquidate, or otherwise reduce such Causes ofAction and accounts receivable to Cash, (viii) make, on behalf of the Debtors and the Estates, alltransfers and distributions required to be made pursuant to the Plan on and after the EffectiveDate, including, without limitation, distributions from the proceeds of the Liquidation TrustAssets, (ix) file and prosecute objections to, and negotiate, settle, or otherwise resolve, any andall Disputed Claims, (x) review all proofs of Administrative Expense Claims and requests forpayment thereof and, if warranted, object thereto, (xi) represent the Debtors’ Estates before theBankruptcy Court and other courts of competent jurisdiction with respect to matters concerningthe Liquidation Trust, (xii) prepare and file quarterly financial reports pursuant to Section 5.4(c)of the Plan, and (xiii) comply with applicable orders of the Bankruptcy Court and any other courtof competent jurisdiction over the matters set forth in the Plan, and all applicable laws andregulations concerning the matters set forth in the Plan. Notwithstanding the foregoing, theLiquidation Trustee shall have no authority (a) to object to the Claims of, or pursue any Cause ofAction against, RBS, CA, or NordLB or (b) to deal with, or exercise control over, any Collateralof RBS or CA (or proceeds thereof) other than to remit such Collateral (or proceeds ofCollateral) to the appropriate Lender(s) promptly upon receipt thereof. Any such Collateral (orproceeds of Collateral) in the possession or control of the Liquidation Trustee shall be held intrust expressly for the sole benefit of RBS or CA, as the case may be, and the Liquidation TrustDocuments shall so provide. Further, the Liquidation Trustee shall not have authority orstanding to object to Professional Claims with such right being reserved for holders of Claims,the Lenders, and the United States Trustee.

Accounting and Reporting. The Liquidation Trustee shall maintain(c)an accounting of receipts and disbursements with respect to the Liquidation Trust, which shall beopen to inspection and review by the Bankruptcy Court and any holder of an Allowed Claim orits respective professionals, upon reasonable notice to the Liquidation Trustee. After the

48


Liquidation Trust. The Liquidation Trust shall have been formed(b)and the Liquidation Trust Documents shall have been executed and become enforceable.

Liquidation Trustee. The appointment of the Liquidation Trustee(c)shall have been confirmed by order of the Bankruptcy Court, which may be the ConfirmationOrder.

Minimum Unrestricted Cash. The aggregate amount of(d)Unrestricted Cash shall be not less than an amount equal to the Effective Date CashRequirement.

Other Acts; Execution and Delivery of Other Documents. All(e)other actions and all agreements, instruments, or other documents necessary to implement thePlan shall have been (i) effected or (ii) duly and validly executed and delivered by the partiesthereto and all conditions to their effectiveness shall have been satisfied or waived.

Consents. The Debtors shall have received all authorizations,(f)consents, approvals, regulatory approvals, rulings, letters, opinions or documents, if any,necessary to implement the Plan.

Reserves Funded. The Effective Date Cash Requirement shall(g)have been funded, or reserved for, as applicable.

Wind-Down Budget. Unrestricted Cash, RBS Cash Collateral, and(h)CA Cash Collateral shall have been made available for use by the Debtors in accordance with theWind-Down Budget.

No Waiver of Conditions Precedent. The conditions set forth inSection 11.3Sections 9.1 and 9.2 of the Plan may not be waived.

Effect of Failure of Conditions. Except as otherwise permitted bySection 11.4Sections 3.2, 3.3, 3.6, and 3.7 of the Global Settlement Agreement, including the CA TurnoverSchedule and the RBS Turnover Schedule (each as defined in the Global Settlement Agreement),if the conditions specified in Section 9.2 of the Plan have not been satisfied on or before the datethat is the later of (a) July 1,August 14, 2012 and (b) such later date designated by the Debtors,the Creditors’ Committee, and the Lenders in writing, then (x) the Confirmation Order shall beof no further force or effect, (y) the Debtors and all holders of Claims against, and EquityInterests in, the Debtors shall be restored to the status quo ante as of the day immediatelypreceding the Confirmation Date as though the Confirmation Date had never occurred, and (z)

61


Dated: New York, New YorkMay 7,June 13, 2012

MARCO POLO SEATRADE B.V.

By: /s/_Barry Michel Cerneus Name: Barry Michel Cerneus Title: Authorized Signatory

CARGOSHIP MARITIME B.V.


MAGELLANO MARINE C.V.


SEAARLAND SHIPPING MANAGEMENTB.V.



EXHIBIT A Plan

11-13634-jmp Doc 513-1 Filed 06/13/12 Entered 06/13/12 14:52:19 Exhibit A - Plan (Blackline) Pg 1 of 57

Evan D. Flaschen (EF 6973)Robert G. Burns (RB 0970)Andrew J. Schoulder (AS 2018)Mark E. Dendinger (MD 5349)BRACEWELL & GIULIANI LLP1251 Avenue of the Americas, 49th FloorNew York, New York 10020-1104Telephone: (212) 508-6100Facsimile: (212) 508-6101

Counsel for the Debtors and Debtors in Possession

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

In re:

MARCO POLO SEATRADE B.V., et al.,1

Debtors.

Chapter 11

Case No. 11-13634 (JMP)

Jointly Administered

DEBTORS’ FIRST AMENDED JOINT PLAN OF LIQUIDATION UNDERCHAPTER 11 OF THE BANKRUPTCY CODE

Dated: May 7,June 13, 2012

1The Debtors in these Chapter 11 Cases, along with the last four digits of each Debtor’s identification number, include: Marco Polo Seatrade B.V. (5584); Seaarland Shipping Management B.V. (0110); Magellano Marine C.V. (2910); and Cargoship Maritime B.V. (4361). The Debtors’ service address is: Bracewell & Giuliani, LLP, 1251 Avenue of the Americas, 49th Floor, New York, NY 10020, Attn: Robert G. Burns.


TABLE OF CONTENTSPage

ARTICLE I

DEFINITIONS

Section 1.1 Definitions 1Section 1.2 Interpretation, Application of Definitions, and Rules of Construction 1314

ARTICLE II


Section 2.1 Administrative Expenses 1516Section 2.2 Priority Tax Claims 1718

ARTICLE III


Section 3.1 Classification 1718

ARTICLE IV


Section 4.1 Class 1 – Other Priority Claims 1819Section 4.2 Class 2 – RBS Secured Claims 19Section 4.3 Class 3 – CA Secured Claims 19Section 4.4 Class 4 – Other Secured Claims 1920Section 4.5 Class 5 – MPS and Magellano General Unsecured Claims 20Section 4.6 Class 6 – Cargoship and Seaarland General Unsecured Claims 21Section 4.7 Class 7 – Subordinated Claims 21Section 4.8 Class 8 – MPS Equity Interests 2122Section 4.9 Class 9 – Subsidiary Equity Interests 22Section 4.10 Nonconsensual Confirmation 22Section 4.11 Elimination of Vacant Classes 22Section 4.12 Intercompany Claims 22

ARTICLE V


Section 5.1 Compromise and Settlement 2223

- i-


Section 5.2 Distributions 23Section 5.3 Corporate Action 23Section 5.4 Liquidation Trust 24Section 5.5 Limitation on Liability 2627Section 5.6 Reliance on Documents 27Section 5.7 Requirement of Undertaking 27Section 5.8 Administrative and Priority Claims Reserve 2728Section 5.9 General Unsecured Claims Reserve 2728Section 5.10 Professional Claims Reserve 28Section 5.11 Causes of Action and Accounts Receivable 28Section 5.12 Effectuating Documents and Further Transactions 2829Section 5.13 Authority to Act 29

ARTICLE VI

DISTRIBUTIONS

Section 6.1 Distribution Record Date 29Section 6.2 Date of Distributions Under the Plan 2930Section 6.3 Sources for Distributions 30Section 6.4 Manner of Payment 30Section 6.5 Disbursement Agent 30Section 6.6 Delivery of Distributions 30Section 6.7 Allocation of Distributions Between Principal and Interest 30Section 6.8 No Postpetition Interest on Claims 3031Section 6.9 No Distribution in Excess of Allowed Amount of Claim 3031Section 6.10 Distributions with Respect to Disputed Claims 3031Section 6.11 Distributions with Respect to Defendants 31Section 6.12 Disputed Payments 31Section 6.13 Setoffs 31Section 6.14 Unclaimed Property 3132Section 6.15 Distributions Free and Clear 32Section 6.17 De Minimis Distributions 3233Section 6.18 Transfer of Property Under Plan 3233Section 6.19 Transfer of Retained Interests 33

ARTICLE VII


Section 7.1 Objections to Claims 33Section 7.2 Estimation of Claims Post-Effective Date 33Section 7.3 Late-Filed Claims and Amendments to Claims 3334Section 7.4 Settlement of Disputed Claims 34

-ii-


ARTICLE VIII


Section 8.1 Assumption and Rejection of Executory Contracts and UnexpiredLeases 34

Section 8.2 Objections to Rejection 3435Section 8.3 Rejection Damage Claims 35Section 8.4 Modifications 35

ARTICLE IX


Section 9.1 Conditions Precedent to the Confirmation Date 3536Section 9.2 Conditions Precedent to the Effective Date 36Section 9.3 No Waiver of Conditions Precedent 37Section 9.4 Effect of Failure of Conditions 37

ARTICLE X


Section 10.1 Vesting of Assets 37Section 10.2 Binding Effect 37Section 10.3 Injunction Against Interference with the Plan 3738Section 10.4 Term of Injunctions or Stays Arising Under or Entered During the

Chapter 11 Cases 38Section 10.5 Exculpation 38Section 10.6 Releases 3839Section 10.7 Injunction 3940Section 10.8 Exclusions and Limitations on Exculpation, Indemnification, and

Releases 3940Section 10.9 Dissolution of Creditors’ Committee 40Section 10.10 Claim Release 40

ARTICLE XI


Section 11.1 Retention of Jurisdiction 40

-iii-


ARTICLE XII


Section 12.1 Payment of Statutory Fees 4243Section 12.2 Substantial Consummation 4243Section 12.3 Exemption from Transfer Taxes 4243Section 12.4 Tax Treatment of the Liquidation Trust 43Section 12.5 Determination of Tax Liabilities 43Section 12.6 Withholding and Reporting Requirements 4344Section 12.7 Modification and Amendment 44Section 12.8 Severability 44Section 12.9 Notice of Entry of Confirmation Order and Relevant Dates 4445Section 12.10 Courts of Competent Jurisdiction 4445Section 12.11 No Admissions 4445Section 12.12 Currency 45Section 12.13 Governing Law 45Section 12.14 Schedules, Exhibits and Supplements 45Section 12.15 Notices 45Section 12.16 Counterparts 47

-iv-


The Debtors hereby propose the following joint chapter 11 plan of liquidation forthe Debtors pursuant to section 1121(a) of title 11 of the United States Code.

Although the Chapter 11 Cases are jointly administered pursuant to an order ofthe Bankruptcy Court, the Plan does not provide for the substantive consolidation of the Debtors’Estates. Except as otherwise provided in the Plan, (a) the Plan constitutes four distinct chapter11 plans -- one for each Debtor, (b) for voting purposes, each holder of a Claim in a Class shallvote its Claim in such Class by individual Debtor, and (c) the classification scheme set forth inArticle III of the Plan applies to each Debtor, but to the extent that there are no Claims in acertain Class against a particular Debtor, pursuant to Section 4.11 of the Plan, that Class shall bedeemed not to exist for any purpose whatsoever with respect to that Debtor.

ARTICLE I

DEFINITIONS

Definitions. As used in the Plan, the following terms shall haveSection 1.1the respective meanings defined below:

“Administrative and Priority Claims Reserve” means the account to beestablished by the Liquidation Trustee and funded with the Administrative and Priority ClaimsReserve Amount pursuant to Section 5.8 of the Plan.

“Administrative and Priority Claims Reserve Amount” means Cash in an amountequal to (a) the aggregate amount, if any, outstanding under the DIP Financing Agreement andFinal DIP Order, plus (b) the aggregate amount of the Cash Collateral True-Up Claim to theextent unpaid as of the Effective Date, plus (c) the aggregate amount of all other AdministrativeExpense Claims that are Allowed on the Effective Date (excluding Professional Claims), plus (d)the aggregate amount of all Priority Tax Claims that are Allowed on the Effective Date, plus (e)the aggregate amount of all Disputed Administrative Expense Claims (excluding ProfessionalClaims), Disputed Priority Tax Claims, and Disputed Other Priority Claims. For the avoidanceof doubt, the Administrative and Priority Claims Reserve Amount shall not include Cash in anamount equal to the Allowed Claims of the Lenders pursuant to Bankruptcy Code section 507(b).

“Administrative Expense Claim” means any right to payment constituting a costor expense of administration of any of the Chapter 11 Cases Allowed under and in accordancewith, as applicable, sections 330, 364, 365, 503(b), 507(a)(2), and 507(b) of the BankruptcyCode, including, without limitation, any actual and necessary costs and expenses of preservingthe Debtors’ Estates, Professional Claims, the DIP Financing Claim (to the extent unpaid), andthe Cash Collateral True-Up Claim (to the extent unpaid).

“Administrative Expense Claim Bar Date” means that deadline for the filing ofproofs of Administrative Expense Claims in the Chapter 11 Cases, which shall be the date that isthe first Business Day that is thirty (30) days after the date of service of notice of entry of theConfirmation Order or such other date as may be fixed by the Bankruptcy Court.

- 1-


2

“Allowed” means, with respect to a Claim, (a) any Claim that has been listed by aDebtor in the Schedules as liquidated in amount and not disputed or contingent and for which nocontrary proof of claim or interest has been filed, (b) any properly and timely filed, liquidated,noncontingent Claim with respect to which no objection to allowance or request for estimationhas been filed within the applicable period fixed by the Plan, the Bankruptcy Code, theBankruptcy Rules, or a Final Order of the Bankruptcy Court, or (c) any Claim allowed pursuantto the Plan, the Confirmation Order, or a Final Order of the Bankruptcy Court.

“Assets” means all tangible and intangible assets of every kind and nature of theDebtors and the Estates, including, without limitation, Causes of Action and all proceeds thereof,existing as of the Effective Date.

“Ballot” means the form or forms distributed to holders of impaired Claims onwhich is to be indicated such holder’s acceptance or rejection of the Plan.

“Banco Popolare” means Banco Popolare – Società Cooperativa as successor ininterest in all respects to Efibanca, on its own behalf as a lender under the Efibanca LoanAgreement.

“Bankruptcy Code” means title 11 of the United States Code, as amended fromtime to time, as applicable to the Chapter 11 Cases.

“Bankruptcy Court” means the United States Bankruptcy Court for the SouthernDistrict of New York having jurisdiction over the Chapter 11 Cases, and to the extent of anyreference made under section 157 of title 28 of the United States Code, the unit of such DistrictCourt having jurisdiction over the Chapter 11 Cases under section 151 of title 28 of the UnitedStates Code.

“Bankruptcy Rules” means the Federal Rules of Bankruptcy Procedure aspromulgated by the United States Supreme Court under section 2075 of title 28 of the UnitedStates Code, as amended from time to time, applicable to the Chapter 11 Cases, and any localrules of the Bankruptcy Court.

“Beth” means the Handysize product tanker with IMO number 9374416 andregistered in the name of MPS under Liberian flag with the name m/v Beth.

“Business Day” means any day other than a Saturday, a Sunday, a “legal holiday”as such term is defined in Bankruptcy Rule 9006(a), or any other day on which bankinginstitutions in New York, New York; London, United Kingdom; Paris, France; or Hamburg,Germany are required or authorized to close by law or executive order.

“CA” means Credit Agricole Corporate and Investment Bank, a bankinginstitution formerly known as Calyon, organized and existing under the laws of France andacting through its office at 9 Quai du Presidcnt Doumer, Paris La Defense, France, as agent onbehalf of itself and the other lenders under the CA Credit Facility.


3

“CA Cash Collateral” means the Cash Collateral securing the Debtors’obligations to CA under the CA Credit Facility and includes, without limitation, all Cash in therelated CA Vessel intake accounts or other deposit accounts of MPS or Magellano pledged toCA. For the avoidance of doubt, CA Cash Collateral does not include Cash identified asUnrestricted Cash under the CA Cash Collateral Order.

“CA Cash Collateral Order” means the Final Order Pursuant to 11 U.S.C. §§105(a), 361 and 363 (A) Authorizing Use of Credit Agricole Corporate and Investment Bank’sCash Collateral and (B) Granting Adequate Protection entered by the Bankruptcy Court onSeptember 1, 2011 [Docket No. 102].

“CA Collateral” means the CA Cash Collateral, the CA Other Collateral, and theCA Vessels.

“CA Credit Facility” means that certain Loan Agreement, dated as of September22, 2005, as amended from time to time, by and between Marco Polo Seatrade B.V. as borrower,CA, NordLB and Santander UK PLC as lenders, and CA as agent, security trustee, swap bankand issuing bank, and including any notes, guarantees, pledges, mortgages, security agreements,or other agreements or documents given or issued by any of the Debtors pursuant thereto or inconnection therewith.

“CA Other Collateral” means all additional Collateral other than the CA Vesselsand CA Cash Collateral, granted by any of the Debtors pursuant to, and as described in, the“Finance Documents” (as defined in the CA Credit Facility), including, without limitation (to theextent not constituting CA Cash Collateral), earnings and rights to earnings, insurances, rights torequisition compensation and contract rights payable to MPS and Magellano under poolingarrangements for the CA Vessels with Overseas Shipholding Group, Inc. and Handytankers K/S,in each case relating to the CA Vessels and all as more particularly described in the “TripartiteAssignments” (as defined in the CA Credit Facility) relating to the CA Vessels, and proceeds ofthe foregoing.

“CA Reconciliation Obligation” has the meaning set forth in Section 4.4 of theGlobal Settlement Agreement.

“CA Secured Claims” means the Secured Claims of CA against MPS andMagellano arising under the CA Credit Facility.

“CA Vessels” means the (i) Diana, (ii) Laura, and (iii) Montiron, and includes anyshare or interest in these vessels and their engines, machinery, boats, tackle, outfit, spare gear,fuel, consumable or other stores, belongings and appurtenances, books and records whether onboard or ashore and whether now owned or later acquired, which secure the obligations of MPSand Magellano to CA under the CA Credit Facility.

“Cargoship” means Cargoship Maritime B.V.

“Cash” means legal tender of the United States of America and of such otherjurisdictions in whose currency the Debtors hold assets, as applicable.


4

“Cash Collateral” has the meaning set forth in section 363(a) of the BankruptcyCode.

“Cash Collateral True-Up Claim” means the superpriority administrative SecuredClaim of RBS under the RBS Cash Collateral Order, Allowed pursuant to the Global SettlementAgreement.

“Cash Collateral True-Up Claim Amount” means the aggregate amount of theCash Collateral True-Up Claim, if any, unpaid as of the Effective Date.

“Causes of Action” means any and all rights, actions, proceedings, causes ofaction, suits, demands, rights to legal remedies, rights to equitable remedies, rights to payment,and claims, whether known, unknown, reduced to judgment, not reduced to judgment, liquidated,unliquidated, fixed, contingent, noncontingent, matured, unmatured, disputed, undisputed,secured, or unsecured, and whether asserted or assertable directly or derivatively in law, equity,or otherwise, of the Debtors or the Estates, existing as of the Effective Date, unless otherwisewaived or released pursuant to the Plan, the Confirmation Order, a Final Order or by theLiquidation Trustee, including, without limitation, any recharacterization, subordination,avoidance or other claim arising under or pursuant to section 105 or chapter 5 of the BankruptcyCode or under any other similar provisions of applicable state or federal law. For the avoidanceof doubt, any and all Causes of Action against RBS, CA, and NordLB are forever waived andreleased pursuant to the Plan.

“Chapter 11 Cases” means the cases commenced by the Debtors pursuant tochapter 11 of the Bankruptcy Code which are jointly administered under the caption In re MarcoPolo Seatrade B.V., et al., Case No. 11-13634 (JMP).

“Claim” has the meaning set forth in section 101(5) of the Bankruptcy Code.

“Claim Release” has the meaning set forth in Section 10.10 of the Plan.

“Claims Bar Date Order” means the Order Establishing Deadlines andProcedures for Filing Proofs of Claim and Approving the Form and Manner of Notice Thereof,entered by the Bankruptcy Court on December 22, 2011 [Docket No. 305].

“Claims Objection Deadline” means the date that is the first Business Day that isone hundred eighty (180) days after the Effective Date, subject to extension from time to time byorder of the Bankruptcy Court.

“Class” means any group of substantially similar Claims or Equity Interestsclassified by Article III of the Plan pursuant to sections 1122 and 1123(a)(1) of the BankruptcyCode.

“Collateral” means any property or interest in property of the Estate of anyDebtor subject to a lien, charge or other encumbrance to secure the payment or performance of aClaim, which lien, charge or other encumbrance is not subject to avoidance or otherwise invalidunder the Bankruptcy Code or applicable nonbankruptcy law.


5

“Commencement Date” means July 29, 2011.

“Confirmation Date” means the date on which the Confirmation Order is enteredon the docket maintained by the clerk of the Bankruptcy Court.

“Confirmation Hearing” means the hearing to be held by the Bankruptcy Courtpursuant to section 1128 of the Bankruptcy Code to consider confirmation of the Plan, as suchhearing may be adjourned or continued from time to time.

“Confirmation Objection Deadline” means the deadline to be established by theBankruptcy Court pursuant to the Confirmation Scheduling Order for the filing and service byany and all parties in interest of objections to confirmation of the Plan.

“Confirmation Order” means the order of the Bankruptcy Court confirming thePlan pursuant to section 1129 of the Bankruptcy Code, which order shall be in form andsubstance satisfactory to the Debtors, the Creditors’ Committee, and the Lenders.

“Confirmation Scheduling Order” means the order to be entered by theBankruptcy Court (a) scheduling the Confirmation Hearing, (b) establishing the deadline toaccept or reject the Plan, and (c) establishing the Confirmation Objection Deadline.

“Creditors’ Committee” means the statutory committee of unsecured creditorsappointed in the Chapter 11 Cases by the United States Trustee on August 11, 2011, as suchcommittee may be reconstituted from time to time.

“Debtors” means, collectively, Marco Polo Seatrade B.V., Cargoship MaritimeB.V., Seaarland Shipping Management B.V., and Magellano Marine C.V.

“Deficiency Claim” means that portion of a Claim, secured by a lien on propertyof the Estate, that exceeds the value of such property, determined in accordance with section506(a) of the Bankruptcy Code.

“Diana” means the Handysize product tanker with IMO number 9299496 andregistered in the name of MPS under Liberian flag with the name m/v Diana.

“DIP Financing Agreement” means that certain Standby Senior Secured Debtor inPossession Credit Facility, dated as of September 15, 2011, as modified or amended from time totime, by and between Marco Polo Seatrade B.V., as borrower, Seaarland Shipping ManagementB.V., Magellano Marine C.V. and Cargoship Maritime B.V., as guarantors, and The Royal Bankof Scotland plc, as lender.

“DIP Financing Claim” means the superpriority administrative Secured Claim ofRBS in the amount of $6,149.37 arising under the DIP Financing Agreement and the Final DIPOrder, Allowed pursuant to the Global Settlement Agreement and the DIP Orders.

“DIP Financing Claim Amount” means the aggregate amount of the DIPFinancing Claim outstanding and unpaid as of the Effective Date.


6

“DIP Lender” means RBS in its capacity as postpetition lender under the DIPFinancing Agreement.

“DIP Orders” means, collectively, (a) the Interim DIP Order and (b) the Final DIPOrder.

“Disallowed” means, with respect to a Claim, any Claim that has been disallowedby the Plan, the Confirmation Order, or Final Order of the Bankruptcy Court.

“Disbursement Agent” means any entity, including the Debtors and theLiquidation Trustee, designated by the Plan or by the Liquidation Trustee to make a transfer ordistribution required under the Plan.

“Disclosure Statement” means the written disclosure statement, dated May 7,2012, relating to the Plan, including, without limitation, all exhibits and schedules thereto, as thesame may be amended, supplemented, or otherwise modified from time to time, as approved bythe Bankruptcy Court pursuant to sections 1125 and 1126(b) of the Bankruptcy Code.

“Disclosure Statement Approval Order” means the order entered by theBankruptcy Court on [_____], approving the Disclosure Statement pursuant to sections 1125 and1126(b) of the Bankruptcy Code.

“Disputed” means, with respect to any Claim or Equity Interest, any Claim orEquity Interest that is not Allowed or Disallowed, or any Claim with respect to which anobjection or request for estimation has been filed on or before the deadline established in Section7.1 of the Plan and such objection or request for estimation has not been withdrawn withprejudice or determined by a Final Order.

“Distribution Agreement” means the agreement between the Liquidation Trusteeand Recipient governing the distribution of the Retained Interests, in substantially the formincluded in the Plan Supplement and in form and substance acceptable to the Debtors, theCreditors’ Committee, the Lenders, and Recipient.

“Distribution Date” means either the Effective Date or a Periodic DistributionDate.

“Distribution Record Date” means the record date for purposes of makingdistributions under the Plan on account of Allowed Claims, which date shall be the ConfirmationDate or such other date designated in the Confirmation Order.

“Effective Date” means the first Business Day on which all conditions to theeffectiveness of the Plan specified in Section 9.2 of the Plan have been satisfied.

“Effective Date Cash Requirement” means Unrestricted Cash in an amount equalto the sum of (a) the Administrative and Priority Claims Reserve Amount, plus (b) theLiquidation Trust Expenses Reserve Amount, plus (c) the Professional Claims Reserve Amount.


7

“Efibanca” means Efibanca S.p.A.

“Efibanca Collateral” means (i) 1,365,000 ordinary shares of Motia and (ii) (a)one special share of category B1, certificate number 154 of Motia and (b) one special sharecategory B2, certificate number 155 of Motia.

“Efibanca Loan Agreement” means that certain Mezzanine Finance Agreement,dated as of June 30, 2005, as amended from time to time, by and between Marco Polo SeatradeB.V. as borrower, Falm International Holding B.V., as sole shareholder of the borrower andEfibanca as lender, including any notes, guarantees, pledges, mortgages, security agreements, orother agreements or documents given or issued by any of the Debtors pursuant thereto or inconnection therewith.

“Equity Interest” means the legal, equitable, contractual, or other rights of aholder of an ownership interest in any of the Debtors, including, without limitation, any interestevidenced by common or preferred stock, membership interests, options, or other rights topurchase or otherwise acquire any ownership interest in any of the Debtors.

“Estate” means, with respect to each Debtor, the estate created in its respectiveChapter 11 Case pursuant to section 541 of the Bankruptcy Code.

“Excess Administrative and Priority Claims Reserve” means, as determined bySection 5.8 of the Plan, Unrestricted Cash in an amount equal to the balance, if any, of theAdministrative and Priority Claims Reserve after all Administrative Expense Claims, PriorityTax Claims, and Other Priority Claims have either been Allowed (and received a distribution inaccordance with the Plan) or Disallowed by the Plan, the Confirmation Order, or Final Order ofthe Bankruptcy Court.

“Excess Professional Claims Reserve” means, as determined by Section 5.10 ofthe Plan, Unrestricted Cash in an amount equal to the balance, if any, of the Professional ClaimsReserve after all Professional Claims have either been Allowed (and received a distribution inaccordance with the Plan) or Disallowed by the Plan, the Confirmation Order, or Final Order ofthe Bankruptcy Court.

“Falm” means, collectively, (a) Falm International Holding B.V. and (b) FalmInvestments S.a.r.L. and includes any successors thereto.

“Final DIP Order” means the Final Order (I) Authorizing the Debtors to ObtainPostpetition Financing, (II) Granting Adequate Protection, and (III) Granting Related Relief,entered by the Bankruptcy Court on November 3, 2011 [Docket No. 233].

“Final Order” means an order or judgment of a court of competent jurisdictionthat has been entered on the docket maintained by the clerk of such court which has not beenreversed, vacated, or stayed and as to which (a) the time to appeal, petition for certiorari, ormove for a stay, new trial, reargument, or rehearing has expired and as to which no appeal,petition for certiorari, or other proceedings for a stay, new trial, reargument, or rehearing shallthen be pending or (b) if an appeal, writ of certiorari, stay, new trial, reargument, or rehearing


8

thereof has been sought, (i) such order or judgment shall have been affirmed by the highest courtto which such order was appealed, certiorari shall have been denied, or a stay, new trial,reargument, or rehearing shall have been denied or resulted in no modification of such order and(ii) the time to take any further appeal, petition for certiorari, or move for a stay, new trial,reargument, or rehearing shall have expired; provided, however, that the possibility that a motionpursuant to section 502(j) or 1144 of the Bankruptcy Code or under Rule 60 of the Federal Rulesof Civil Procedure, or any analogous rule under the Bankruptcy Rules, may be filed relating tosuch order shall not cause such order to not be a Final Order.

“General Claims Bar Date” means February 10, 2012, at 5:00 p.m. prevailingPacific Time, as set forth in the Claims Bar Date Order.

“General Unsecured Claim” means any Claim against any of the Debtors that (a)is not an Administrative Expense Claim, a Priority Tax Claim, an Other Priority Claim, an RBSSecured Claim, a CA Secured Claim, an Other Secured Claim, a Subordinated Claim or (b) isotherwise determined by the Bankruptcy Court to be a General Unsecured Claim. For theavoidance of doubt, any Deficiency Claim and any Rejection Damage Claim is a GeneralUnsecured Claim.

“General Unsecured Claims Reserve” means the account to be established by theLiquidation Trustee and funded with the General Unsecured Claims Reserve Amount pursuant toSection 5.9 of the Plan.

“General Unsecured Claims Reserve Amount” means Unrestricted Cash, less (a)the Administrative and Priority Claims Reserve Amount, less (b) the Liquidation Trust ExpensesReserve Amount, less (c) the Professional Claims Reserve Amount.

“Global Settlement Agreement” means that certain Settlement Agreement, datedMay 7, 2012, among the Debtors, RBS, CA, NordLB, and the Creditors’ Committee.

“Global Settlement Order” means the order of the Bankruptcy Court pursuant toFederal Rule of Bankruptcy Procedure 9019, in form and substance satisfactory to the Debtors,the Creditors’ Committee, and the Lenders, approving the Global Settlement Agreement andauthorizing and directing consummation of the transactions contemplated thereby entered by theBankruptcy Court on [_____],June 11, 2012 [Docket No. __510].

“Impaired” has the meaning set forth in section 1124 of the Bankruptcy Code.

“Intercompany Claim” means any Claim held by a Debtor against another Debtor.

“Interim DIP Order” means the Interim Order (I) Authorizing the Debtors toObtain Postpetition Financing, (II) Granting Adequate Protection, (III) Scheduling a FinalHearing and (IV) Granting Related Relief, entered by the Bankruptcy Court on September 15,2011 [Docket No. 137].

“Laura” means the LR2 product tanker with IMO number 9417787 and registeredin the name of MPS under Liberian flag with the name m/v Laura.


9

“Lenders” means, collectively, RBS, CA, and NordLB.

“Limited Deficiency Waiver” has the meaning set forth in Section 4.5(b) of thePlan.

“Liquidation Trust” means the trust to be established on the Effective Datepursuant to Section 5.4 of the Plan and includes any subtrusts necessary for purposes ofdistributions to holders of Allowed General Unsecured Claims and Allowed SubordinatedClaims against each of the respective Debtors.

“Liquidation Trust Advisory Board” means the advisory board to the LiquidationTrust appointed by the Creditors’ Committee in consultation with the Lenders.

“Liquidation Trust Assets” means all Assets of the Debtors and the Estates otherthan the RBS Collateral, the CA Collateral, the Retained Interests (subject to the rights of theLiquidation Trust under the Distribution Agreement), and the Professional Claims Reserve,including, without limitation, any specific allocation of Unrestricted Cash for the LiquidationTrust under the Wind-Down Budget.

“Liquidation Trust Documents” means those documents establishing andgoverning the Liquidation Trust in form and substance acceptable to the Creditors’ Committeeand the Lenders, in substantially the form included in the Plan Supplement.

“Liquidation Trust Expenses” means all reasonable, actual and necessary fees,costs, expenses and obligations incurred by or owed to, the Liquidation Trustee and itsrespective agents, employees, attorneys, advisors and other professionals in administering thePlan and the Liquidation Trust, including, without limitation, (a) reasonable compensation forservices rendered, and reimbursement for actual and necessary expenses incurred, by theLiquidation Trustee and each of its agents, employees and professionals after the Effective Datethrough and including the date upon which the Bankruptcy Court enters a final decree closingthe Chapter 11 Cases and (b) all fees payable pursuant to Section 12.1 of the Plan.

“Liquidation Trust Expenses Reserve” means the account to be established by theLiquidation Trustee and funded with the Liquidation Trust Expenses Reserve Amount pursuantto Section 5.4(d) of the Plan.

“Liquidation Trust Expenses Reserve Amount” means Unrestricted Cash from theLiquidation Trust Assets in an amount equal to $350,000. The Liquidation Trustee, subject tooversight by the Liquidation Trust Advisory Board, pursuant to the Liquidation TrustDocuments, may in his/her discretion, as a fiduciary, allocate additional monies to theLiquidation Trust Expenses Reserve Amount from the Liquidation Trust Assets, provided thatthe Effective Date Cash Requirement is satisfied.

“Liquidation Trust Interests” means the beneficial trust interests in theLiquidation Trust.


10

“Liquidation Trustee” means the individual designated by the Creditors’Committee in consultation with the Lenders responsible for the liquidation of the LiquidationTrust Assets and distribution thereof to holders of Allowed General Unsecured Claims andAllowed Subordinated Claims, all in accordance with the Plan. The identity of the LiquidationTrustee shall be disclosed prior to the commencement of the Confirmation Hearing.

“Louise” means the LR1 product tanker with IMO number 9417763 andregistered in the name of MPS under Liberian flag with the name m/v Louise.

“Magellano” means Magellano Marine C.V.

“Meg” means the Handysize product tanker with IMO number 9340116 andregistered in the name of MPS under Liberian flag with the name m/v Meg.

“Montiron” means the Aframax crude oil tanker with IMO number 9256860 andregistered in the name of MPS under Liberian flag with the name m/v Montiron.

“Motia” means Motia Compagnia di Navigazione S.p.A., an Italian companyowning and managing 11 Italian flagged Handysized product tankers.

“MPS” means Marco Polo Seatrade B.V.

“New MPS” means MPS, on and after the Effective Date.

“Non-Lender Collateral” means Collateral other than RBS Collateral and CACollateral.

“NordLB” means Norddeutsche Landesbank Girozentrale.

“NordLB Guarantee” means the Guarantee dated March 30, 2009, executed byMPS in favor of NordLB.

“NordLB Second Lien Claim” means the portion of the Claim of NordLB againstMPS that was granted a second lien on the Diana and Montiron, which arises under the NordLBGuarantee and is contractually subordinated in right of payment to the CA Secured Claim.

“Other Priority Claim” means any claim other than an Administrative ExpenseClaim or a Priority Tax Claim that is entitled to priority in payment pursuant to section 507(a) ofthe Bankruptcy Code.

“Other Secured Claim” means any Secured Claim against a Debtor that is not aDIP Financing Claim, a Cash Collateral True-Up Claim, an RBS Secured Claim, a CA SecuredClaim or a NordLB Second Lien Claim.

“Periodic Distribution Date” means a date after the Effective Date, which shalloccur on a Business Day that is approximately sixty (60) days after the immediately precedingDistribution Date.


11

“Plan” means this joint plan of liquidation for the Debtors, including all exhibits,schedules, and supplements hereto, as the same may be amended or modified from time to timein accordance with the provisions of the Bankruptcy Code.

“Plan Supplement” means the supplemental appendix to the Plan, which (i) shallinclude certain documents relating to the Plan and its consummation and implementation,including without limitation, the Liquidation Trust Documents, the Distribution Agreement, andthe amended organizational documents for New MPS and (ii) shall be filed with the BankruptcyCourt no later than ten (10) days prior to the Confirmation Hearing.

“Priority Tax Claim” means any Claim of a governmental unit of the kind entitledto priority in payment as specified in sections 502(i) and 507(a)(8) of the Bankruptcy Code.

“Pro Rata” means, with respect to any distribution on account of any AllowedClaim, the ratio that the amount of such Allowed Claim bears to the aggregate amount of allClaims (including Disputed Claims until disallowed) in the same Class.

“Professional Claims” means Claims for compensation for services rendered orreimbursement of expenses incurred through and including the Effective Date under section503(b)(2), 503(b)(3), 503(b)(4), or 503(b)(5) of the Bankruptcy Code.

“Professional Claims Objection Deadline” means the date that is the firstBusiness Day that is forty-five (45) days after the Effective Date, as such deadline may beextended from time to time by order of the Bankruptcy Court.

“Professional Claims Reserve” means the account to be established by theLiquidation Trustee and funded with the Professional Claims Reserve Amount pursuant toSection 5.10 of the Plan. For the avoidance of doubt, the Professional Claims Reserve will notbe a Liquidation Trust Asset.

“Professional Claims Reserve Amount” means the amount of the anticipatedAllowed Professional Claims as estimated in good faith by the Debtors’ professionals and theCreditors’ Committee’s professionals and determined by the Bankruptcy Court at theConfirmation Hearing to be a reasonable estimate of such anticipated Allowed ProfessionalClaims.

“RBS” means The Royal Bank of Scotland plc.

“RBS Cash Collateral” means the Cash Collateral securing the Debtors’obligations to RBS under the RBS Credit Facility and includes, without limitation, all Cash inthe related RBS Vessel intake accounts or other deposit accounts of MPS or Magellano pledgedto RBS. For the avoidance of doubt, RBS Cash Collateral does not include Cash identified asUnrestricted Cash under the RBS Cash Collateral Order.

“RBS Cash Collateral Order” means that certain Final Order Pursuant to 11U.S.C. §§ 105(a), 361 and 363 (A) Authorizing Use of Royal Bank of Scotland, PLC’s Cash


12

Collateral and (B) Granting Adequate Protection, entered by the Bankruptcy Court on September1, 2011 [Docket No. 101].

“RBS Collateral” means the RBS Cash Collateral, the RBS Other Collateral, andthe RBS Vessels.

“RBS Credit Facility” means, collectively, (i) the RBS Loan Agreement and (ii)the RBS Swap Agreement.

“RBS Loan Agreement” means that certain loan agreement, dated on or aboutAugust 14, 2007, as amended from time to time, by and between Marco Polo Seatrade B.V., asborrower, and RBS, as lender, as amended, supplemented or otherwise modified from time totime, and including any notes, guarantees, pledges, mortgages, security agreements, or otheragreements or documents given or issued by any of the Debtors pursuant thereto or in connectiontherewith.

“RBS Other Collateral” means all Collateral other than the RBS Vessels and RBSCash Collateral, granted by any of the Debtors pursuant to, and as described in, the “FinanceDocuments” (as defined in the RBS Loan Agreement), including, without limitation (to theextent not constituting RBS Cash Collateral), earnings and rights to earnings, insurances, rightsto requisition compensation and contract rights payable to MPS and Magellano under poolingarrangements for the RBS Vessels with Handytankers K/S and Global Tanker Pool Pte Ltd., ineach case relating to the RBS Vessels and all as more particularly described in the “TripartiteAssignments” (as defined in the RBS Loan Agreement) relating to the RBS Vessels, andproceeds of the foregoing.

“RBS Reconciliation Obligation” has the meaning set forth in Section 4.3 of theGlobal Settlement Agreement.

“RBS Secured Claims” means the Secured Claims of RBS against MPS andMagellano arising under the RBS Credit Facility.

“RBS Swap Agreement” means that certain ISDA Master Agreement betweenMPS and RBS, dated on or about September 22, 2005, together with all schedules, annexes andconfirmations with respect thereto, as amended, supplemented or otherwise modified from timeto time, and including (a) any notes, guarantees, pledges, mortgages, security agreements, orother agreements or documents given or issued by any of the Debtors pursuant thereto or inconnection therewith and (b) the letters, notices, statements, and other documents given by RBSterminating outstanding transactions or calculating amounts owed thereunder. For the avoidanceof doubt “RBS Swap Agreement” includes the letter dated September 23, 2011, from RBS toMPS setting forth the settlement amount for the terminated swap transactions.

“RBS Vessels” means the vessels known as the (i) Beth, (ii) Louise, and (iii)Meg, and includes any share or interest in these vessels and their engines, machinery, boats,tackle, outfit, spare gear, fuel, consumable or other stores, belongings and appurtenances, booksand records whether on board or ashore and whether now owned or later acquired, which securethe obligations of MPS and Magellano to RBS under the RBS Credit Facility.


13

“Recipient” means Falm or such other entity or entities designated thereby toreceive the Retained Interests.

“Rejection Damage Claim” means a Claim for damages arising from the rejectionby any Debtor of any executory contract or unexpired lease pursuant to section 365 or 1123 ofthe Bankruptcy Code.

“Rejection Damage Claim Bar Date” means the date that is the first Business Daythat is thirty (30) days after the date of the entry of an order authorizing the rejection of anexecutory contract or unexpired lease, except as otherwise set forth in any order authorizingrejection of an executory contract or unexpired lease, as provided in the Claims Bar Date Order.

“Released Parties” means, collectively, (a) RBS, (b) CA, (c) NordLB, (d) the DIPLender, (e) the Creditors’ Committee and its members, (f) the Liquidation Trust, (g) theLiquidation Trust Advisory Board, (h) the Liquidation Trustee, (i) each of the respective currentand former officers, directors, employees, members, affiliates, financial advisors, attorneys,professionals, accountants, investment bankers, consultants, agents, and other representativesand advisors of the parties in (a) through (i) above, (j) the Debtors’ current and former officers,directors, employees, financial advisors, attorneys, professionals, accountants, investmentbankers, consultants, agents, and other representatives and advisors, and (k) Falm, subject to theClaim Release.

“Retained Interests” means the Equity Interests held by MPS in the San Projectand Synergas S.r.L., which shall be retained by New MPS pursuant to the Plan.

“San Project” means, collectively, (a) San William GmbH & Co K.G. and (b) SanEdward GmbH & Co K.G., which are 43.94% and 45.89% owned, respectively, by MPS.

“Schedules” means, collectively, the schedules of the Debtors’ assets andliabilities, the statement of the Debtors’ financial affairs, and any other schedules and statementsfiled with the Bankruptcy Court pursuant to sections 521 or 1106 of the Bankruptcy Code orBankruptcy Rule 1007, as such schedules and statements have been or may be amended andsupplemented from time to time in accordance with Bankruptcy Rule 1009.

“Seaarland” means Seaarland Shipping Management B.V.

“Secured Claim” means a Claim to the extent (a) of the holder’s interest in thevalue of the Collateral securing such Claim, (b) determined by a Final Order in accordance withsection 506(a) of the Bankruptcy Code as secured, or (c) of any valid and enforceable rights ofsetoff of the holder thereof under section 553 of the Bankruptcy Code.

“Stipulated Value” means, with respect to any RBS Vessel or CA Vessel, the“Agreed Value” thereof as defined and set forth in that certain Stipulation Concerning VesselValues, dated April 2, 2012, by and among the Debtors, RBS, CA, and NordLB.


14

“Subordinated Claim” means any Claim that is subordinated in priority ofpayment pursuant to section 510 of the Bankruptcy Code or a Final Order of the BankruptcyCourt.

“Unclaimed Property” means any Cash, checks and other property to bedistributed in respect of an Allowed Claim pursuant to the Plan, which was deemed unclaimed(a) on the date such property would have been distributed by the Liquidation Trustee but suchdistribution did not occur because the current address of such holder could not be reasonablydetermined by the Liquidation Trustee or (b) on the date such property was returned to theLiquidation Trustee as undeliverable without a proper forwarding address after having beenproperly distributed by the Liquidation Trustee.

“United States Trustee” means the Office of the United States Trustee for theSouthern District of New York.

“Unrestricted Cash” means Cash of the Debtors or the Liquidation Trust otherthan RBS Collateral, CA Collateral, and Non-Lender Collateral.

“Wind-Down Budget” means the budget governing the Debtors’ use ofUnrestricted Cash, RBS Cash Collateral, and CA Cash Collateral, set forth as Exhibit C to theGlobal Settlement Order.

Interpretation, Application of Definitions, and Rules of Construction. For purposes of the Plan, unless otherwise provided herein:

whenever from the context it is appropriate, each term, whether stated in(a)the singular or the plural, shall include both the singular and the plural, and pronouns stated inthe masculine, feminine, or neuter gender shall include the masculine, feminine and the neutergender;

any reference in the Plan to an existing document, schedule, or exhibit,(b)whether or not filed with the Bankruptcy Court, shall mean such document, schedule, or exhibit,as it may have been or may be amended, modified, or supplemented;

any reference to an entity as a holder of a Claim or Equity Interest(c)includes that entity’s permitted successors and assigns;

all references in the Plan to articles, sections, schedules, exhibits, and(d)supplements are references to the respective articles, sections, schedules, exhibits, andsupplements of or to the Plan, as the same may be amended, waived, or modified from time totime;

whenever the words “include”, “includes”, or “including” are used in the(e)Plan, they shall be deemed to be followed by the words “without limitation”, whether or not theyare in fact followed by those words or words of similar import;


15

the words “herein,” “hereunder,” “hereof,” and “hereto” refer to the Plan(f)in its entirety rather than to a particular provision of the Plan;

subject to the provisions of any contract, certificate of incorporation,(g)bylaw, instrument, release, or other agreement or document entered into in connection with thePlan, the rights and obligations arising pursuant to the Plan shall be governed by, and construedand enforced in accordance with, applicable federal law, including the Bankruptcy Code andBankruptcy Rules;

captions and headings to sections of the Plan are inserted for convenience(h)of reference only and are not intended to be a part of or to affect the interpretation of the Plan;

the rules of construction set forth in section 102 of the Bankruptcy Code(i)shall apply;

any term used in capitalized form in the Plan that is not otherwise defined(j)but that is used in the Bankruptcy Code or the Bankruptcy Rules shall have the meaning assignedto such term in the Bankruptcy Code or the Bankruptcy Rules, as applicable;

all references to docket numbers of documents filed in the Chapter 11(k)Cases are references to the docket numbers under the CM/ECF system of the Bankruptcy Court;

all references to statutes, regulations, orders, rules of courts, and the like(l)shall mean as amended from time to time, as applicable to the Chapter 11 Cases;

any immaterial effectuating provisions may be interpreted by the(m)Liquidation Trustee after the Effective Date in such a manner that is consistent with the overallpurpose and intent of the Plan, all without further Bankruptcy Court order;

in the event that a particular term of the definitive documentation required(n)to be implemented pursuant to the terms of the Plan or any settlement or other agreementcontemplated hereunder is inconsistent with a particular term of the Plan, the Plan shall governand shall be binding on the parties thereto;

to the extent that the Global Settlement Agreement is inconsistent with the(o)terms of the Plan or any schedule, exhibit, or supplement to the Plan, the terms of the GlobalSettlement Agreement shall govern;

to the extent that the Confirmation Order is inconsistent with the Plan or(p)any schedule, exhibit, or supplement to the Plan, the provisions of the Confirmation Order shallgovern;

to the extent that the Disclosure Statement is inconsistent with the terms of(q)the Plan, the terms of the Plan shall govern;

in computing any period of time prescribed or allowed by the Plan, the(r)provisions of Bankruptcy Rule 9006(a) shall apply;


16

in the event that any payment, distribution, act or deadline under the Plan(s)is required to be made or performed or occurs on a day that is not a Business Day, then themaking of such payment or distribution, the performance of such act or the occurrence of suchdeadline shall be deemed to be on the next succeeding Business Day, but shall be deemed tohave been completed or have occurred as of the required date; and

all references in the Plan to monetary figures shall refer to currency of the(t)United States of America.

ARTICLE II


Administrative Expenses.Section 2.1

Generally. Except to the extent that a holder of an Allowed(a)Administrative Expense Claim agrees to less favorable treatment, or as otherwise provided in thePlan, each holder of an Allowed Administrative Expense Claim shall receive in full settlement,satisfaction, and release of such Claim, Cash in an amount equal to the Allowed but unpaidportion of such Claim, on or as soon as practicable after, the later of (i) the Effective Date, (ii)the date such Claim becomes Allowed, and (iii) the date for payment provided by any agreementor understanding between the Debtors or the Liquidation Trustee and the holder of such Claim.

Except for the DIP Financing Claim, the Cash Collateral True-Up Claim, claimsarising under the Global Settlement Agreement, claims arising under the Global SettlementOrder, and claims arising under the Plan, all Administrative Expense Claims asserted by theLenders shall be deemed waived and withdrawn on the Effective Date in accordance withSection 2.6 of the Global Settlement Agreement.

Except as otherwise provided in the Plan, the General Bar Date Order, or anyother order of the Bankruptcy Court (and excluding, for the avoidance of doubt, the DIPFinancing Claim, the Cash Collateral True-Up Claim, and any other Administrative ExpenseClaims that have been fully satisfied or Allowed on or before the Effective Date), proofs of allAdministrative Expense Claims (including requests for payment thereof) that accrue from andafter the Commencement Date through the Effective Date (other than Professional Claims) shallbe filed with Kurtzman Carson Consultants, the Debtors’ claims agent, and served on counsel foreach of the Debtors, the Creditors’ Committee, and the Lenders (if filed and served before theEffective Date) or the Liquidation Trustee (if filed and served on or after the Effective Date) onor before the Administrative Expense Claim Bar Date. The failure to properly file and servesuch proof of an Administrative Expense Claim and payment request on or before theAdministrative Expense Claim Bar Date shall result in such Administrative Expense Claim beingdeemed forever barred and Disallowed automatically without the need for any objection from theDebtors, the Liquidation Trustee or any other party in interest or any action by the BankruptcyCourt.


17

The Liquidation Trustee and the Lenders shall have the exclusive right to objectto Administrative Expense Claims (other than Administrative Expense Claims that are Allowedas of the Effective Date) on or before the Claims Objection Deadline, subject to extension fromtime to time by order of the Bankruptcy Court. Unless such an objection is interposed to atimely-filed and properly-served Administrative Expense Claim and payment request, suchClaim shall be deemed Allowed in the amount requested. In the event that the LiquidationTrustee or the Lenders object to an Administrative Expense Claim, the parties may confer to tryto reach a settlement and, failing that, the Bankruptcy Court shall resolve the dispute. TheLiquidation Trustee may settle Administrative Expense Claims in the ordinary course of businessand without further Bankruptcy Court approval.

Professional Compensation and Reimbursement Claims. Any holder of a(b)Professional Claim shall (i) file its application for final allowance of such Claim on or before theAdministrative Expense Claim Bar Date and (ii) unless such holder agrees to less favorabletreatment, be paid in full, in Cash, in such amounts as are Allowed by the Bankruptcy Court,upon (x) the date of entry of an order granting such award, or as soon as practicable thereafter or(y) terms less favorable to such holder, as may be mutually agreed upon by such holder and theLiquidation Trustee, with the prior written consent of the Debtors and the Lenders. TheLiquidation Trustee shall not have standing to object to any Professional Claims.

Objections to any applications for final allowance of a Professional Claim shall befiled and served on the professional that filed such application on or before the ProfessionalClaims Objection Deadline, subject to extension from time to time by order of the BankruptcyCourt. As soon as practicable following the seventh Business Day after the occurrence of theProfessional Claims Objection Deadline, a hearing will be held to consider all timely-filed andproperly-served applications for final allowance of a Professional Claim.

From and after the Confirmation Date the Debtors or the Liquidation Trustee shallpay in Cash the reasonable legal fees and expenses incurred by the Debtors’ professionals andthe Creditors’ Committee’s professionals in the ordinary course of business and without anyfurther notice to or action, order or approval of the Bankruptcy Court. If the Debtors orCreditors’ Committee dispute the reasonableness of any such invoice, the affected professionalmay submit such dispute to the Bankruptcy Court for a determination of the reasonableness ofany such invoice, and the disputed portion of such invoice shall not be paid until the dispute isresolved. The undisputed portion of such reasonable fees and expenses shall be paid as providedherein. For the avoidance of doubt, following the Confirmation Date any requirement that aprofessional comply with sections 327 through 331 and 1103 of the Bankruptcy Code in seekingcompensation for services rendered after such date shall terminate.

DIP Financing Claim. The DIP Financing Claim is Allowed in full(c)pursuant to the Global Settlement Agreement. Upon entry of the Global Settlement Order, theDIP Lender shall receive in full settlement, satisfaction, and release of the DIP Financing Claim,Unrestricted Cash in an amount equal to the DIP Financing Claim Amount. Upon receipt by theDIP Lender of such amounts, all liens and security interests granted to secure the DIP FinancingClaim shall be satisfied, discharged, and terminated in full. The DIP Lender and the DIPFinancing Claim shall not be subject to the Administrative Expense Claim Bar Date or any other


18

requirement for the filing of proofs of Administrative Expense Claims or other Claims orrequests for payment in the Chapter 11 Cases.

Cash Collateral True-Up Claim. The Cash Collateral True-Up Claim is(d)Allowed in full pursuant to the Global Settlement Agreement. Upon entry of the GlobalSettlement Order, RBS shall receive in full settlement, satisfaction, and release of the CashCollateral True-Up Claim, Unrestricted Cash in an amount equal to the Cash Collateral True-UpAmount. Upon receipt by RBS of such amounts, all liens and security interests granted to securethe Cash Collateral True-Up Claim shall be satisfied, discharged, and terminated in full. RBSand the Cash Collateral True-Up Claim shall not be subject to the Administrative Expense ClaimBar Date or any other requirement for the filing of proofs of Administrative Expense Claims orother Claims in the Chapter 11 Cases.

Priority Tax Claims. Except to the extent that a holder of anSection 2.2Allowed Priority Tax Claim agrees to less favorable treatment, each holder of an AllowedPriority Tax Claim shall receive in full settlement, satisfaction, and release of such Claim, Cashin an amount equal to the Allowed but unpaid portion of such Claim, on or as soon as practicableafter, the later of (a) the Effective Date and (b) the date such Claim becomes Allowed.

ARTICLE III


Classification. The Plan comprises four chapter 11 plans,Section 3.1providing a separate plan for each Debtor. The Debtors reserve the right to request at theConfirmation Hearing consolidation for purposes of distributions to holders of Allowed Claimsin Class 5, Class 6, and Class 7 and the rights of the Creditors’ Committee and the Lenders inrespect of any such request are reserved in full. Pursuant to section 1122 of the BankruptcyCode, the following table designates the Classes of Claims against, and Equity Interests in, theDebtors, and specifies which of those Classes are (a) Impaired and entitled to vote to accept orreject the Plan in accordance with section 1126 of the Bankruptcy Code, (b) unimpaired andpresumed to accept the Plan, and therefore not entitled to vote to accept or reject the Plan, and(c) Impaired and deemed to reject the Plan. In accordance with section 1123(a)(1) of theBankruptcy Code, Administrative Expense Claims and Priority Tax Claims are not classified,and the respective treatment of such unclassified claims is provided in Article II of the Plan.


1 Other Priority Claims

4 Other Secured Claims Impaired Entitled to Vote

Unimpaired Presumed to Accept

5 MPS and Magellano General UnsecuredClaims


Impairment Voting Rights

6 Cargoship and Seaarland GeneralUnsecured Claims


2 RBS Secured Claims

7 Subordinated Claims Impaired Entitled to Vote


8 MPS Equity Interests Unimpaired Presumed to Accept

Class Designation

9 Subsidiary Equity Interests Impaired Deemed to Reject

3

Classes 1, 2, 3, 4, 5, 6, 7, 8, and 9, as applicable to each Debtor, consist ofsub-Classes for each Debtor, and each sub-Class shall and shall be deemed to be a separate Classfor all purposes under the Bankruptcy Code. A schedule of the sub-Classes for Classes 1, 2, 3, 4,5, 6, 7, 8, and 9 is set forth in Exhibit A to the Plan. A Claim or Equity Interest shall be placedin a particular Class only to the extent that such Claim or Equity Interest falls within thedescription of such Class, and shall be classified in other Classes to the extent that any portion ofthe Claim or Equity Interest falls within the description of such other Classes. For the avoidanceof doubt, a Claim shall be placed in a particular Class for the purpose of receiving distributionspursuant to the Plan only to the extent that the Claim is an Allowed Claim in such Class and theClaim has not been paid, released, or otherwise settled or compromised prior to the EffectiveDate.

ARTICLE IV


Class 1 – Other Priority Claims.Section 4.1

Treatment. Except to the extent that a holder of an Allowed Other Priority(a)Claim agrees to less favorable treatment, each holder of an Allowed Other Priority Claim shallreceive in full settlement, satisfaction, and release of such Claim, Unrestricted Cash in anamount equal to the Allowed but unpaid portion of such Claim, on or as soon as practicable after,the later of (i) the Effective Date and (ii) the date such Claim becomes Allowed.

Impairment and Voting. Class 1 is unimpaired, and accordingly, pursuant(b)to section 1126(f) of the Bankruptcy Code, the holders of Claims in Class 1 are conclusivelypresumed to accept the Plan.

CA Secured Claims Impaired

19

Entitled to Vote


20

Class 2 – RBS Secured Claims.Section 4.2

Allowance. Pursuant to the Global Settlement Agreement, the RBS(a)Secured Claims are Allowed in an aggregate amount equal to (i) the amount of RBS CashCollateral turned over to RBS or its designee pursuant to the Global Settlement Order and thePlan, plus (ii) the Stipulated Value of the RBS Vessels, plus (iii) the value of all RBS OtherCollateral turned over and/or assigned to RBS or its designee pursuant to the Global SettlementOrder and the Plan; provided that the Allowed amount of the RBS Secured Claims shall notexceed $124,816,049.57. For the avoidance of doubt, the Deficiency Claims of RBS constituteAllowed Class 5 General Unsecured Claims against MPS and Magellano, subject to the LimitedDeficiency Waiver.

Treatment. On the Effective Date, RBS or its designee shall receive in full(b)satisfaction of RBS’s Allowed Secured Claims all RBS Collateral not previously turned over toRBS or its designee pursuant to the Global Settlement Order.

Impairment and Voting. Class 2 is Impaired, and accordingly, the holder(c)of the Claims in Class 2 is entitled to vote to accept or reject the Plan.

Class 3 – CA Secured Claims.Section 4.3

Allowance. Pursuant to the Global Settlement Agreement, the CA(a)Secured Claims are Allowed in an aggregate amount equal to (i) the amount of CA CashCollateral turned over to CA or its designee pursuant to the Global Settlement Order and thePlan, plus (ii) the Stipulated Value of the CA Vessels, plus (iii) the value of all CA OtherCollateral turned over and/or assigned to CA or its designee pursuant to the Global SettlementOrder and the Plan; provided that the Allowed amount of the CA Secured Claims shall notexceed $93,482,543.08. For the avoidance of doubt, the Deficiency Claims of CA constituteAllowed Class 5 General Unsecured Claims against MPS and Magellano, subject to the LimitedDeficiency Waiver.

Treatment. On the Effective Date, CA or its designee shall receive in full(b)satisfaction of CA’s Allowed Secured Claims all CA Collateral not previously turned over to CAor its designee pursuant to the Global Settlement Order.

Impairment and Voting. Class 3 is Impaired, and accordingly, the holder(c)of the Claims in Class 3 is entitled to vote to accept or reject the Plan.

Class 4 – Other Secured Claims.Section 4.4

Treatment. Class 4 consists of all Other Secured Claims against each of(a)the Debtors. Except to the extent that the holder of an Allowed Other Secured Claim agrees toless favorable treatment, on the Effective Date, or as soon thereafter as is reasonably practicable,each holder of an Allowed Other Secured Claim shall receive in full settlement, satisfaction, andrelease of such Claim either (i) to the extent that the Debtors have sold, or the LiquidationTrustee sells, any Non-Lender Collateral that is subject to the liens securing such Claim, free andclear of such liens, the proceeds of the sale of such Non-Lender Collateral, less the reasonable


21

and documented costs of the sale of such Collateral, (ii) the Non-Lender Collateral securing suchOther Secured Claim, or (iii) the realization by such holder of the indubitable equivalent of suchClaim. For the avoidance of doubt, (A) the determination of which treatment to provide anAllowed Other Secured Claim under this Section 4.4(a) shall be determined by the LiquidationTrustee and (B) in the event that an Allowed Other Secured Claim exceeds the value of suchholder’s interest in the Collateral that secures it, such holder’s Deficiency Claim shall be anAllowed Class 5 General Unsecured Claim.

Impairment and Voting. Class 4 is Impaired, and accordingly, the holders(b)of the Claims in Class 4 are entitled to vote to accept or reject the Plan.

Class 5 – MPS and Magellano General Unsecured Claims.Section 4.5

Allowance. Pursuant to the Global Settlement Agreement, the Deficiency(a)Claims of RBS against MPS and Magellano are Allowed in the aggregate amount of$50,399,382.57, less an amount equal to the RBS Cash Collateral turned over to RBS or itsdesignee, less an amount equal to the RBS Other Collateral (or proceeds thereof) turned overand/or assigned to RBS or its designee. Pursuant to the Global Settlement Agreement, theDeficiency Claims of CA against MPS and Magellano are Allowed in the aggregate amount of$14,815,876.08, less an amount equal to the CA Cash Collateral turned over to CA or itsdesignee, less an amount equal to the CA Other Collateral (or proceeds thereof) turned overand/or assigned to CA or its designee. Pursuant to the Global Settlement Agreement, theNordLB Second Lien Claim is Allowed against MPS in the amount of $5,200,000.

Treatment. Class 5 consists of all Allowed General Unsecured Claims(b)against MPS and Magellano. Each holder of a Class 5 General Unsecured Claim shall receive infull settlement, satisfaction, and release of its General Unsecured Claim, its Pro Rata share of theLiquidation Trust Interests representing beneficial interests in the Liquidation Trust Assetsallocated to the MPS and Magellano sub-trusts established by the Liquidation Trustee, includingthe (i) General Unsecured Claims Reserve Amount, (ii) Excess Administrative and PriorityClaims Reserve, as and when determined in accordance with Section 5.8 of the Plan, (iii) ExcessProfessional Claims Reserve, and (iv) Unrestricted Cash proceeds of all Causes of Action, ineach such case on or as soon as practicable after (A) the Effective Date, to the extent that suchUnrestricted Cash is available for distribution to holders of Class 5 Claims prior to the EffectiveDate and (B) the next Periodic Distribution Date, to the extent that such Unrestricted Cashproceeds are available for distribution to holders of Class 5 Claims after the Effective Date;provided, however, that distributions on account of the Deficiency Claims of RBS and CA shallnot be made until distributions aggregating 5% of Allowed General Unsecured Claims have beenmade to holders of Class 5 Claims other than the holders of the RBS Deficiency Claim and theCA Deficiency Claim (the “Limited Deficiency Waiver”). On the Distribution Date on whichdistributions aggregating 5% of Allowed General Unsecured Claims have been made to theholders of Class 5 Claims other than the holders of the RBS Deficiency Claim and the CADeficiency Claim, and on each Distribution Date thereafter, each holder of an Allowed GeneralUnsecured Claim (including the holders of the RBS Deficiency Claim and the CA DeficiencyClaim) shall receive its Pro Rata share of all additional Unrestricted Cash available fordistribution to holders of Class 5 Claims.


22

Impairment and Voting. Class 5 is Impaired, and accordingly, the holders(c)of Claims in Class 5 are entitled to vote to accept or reject the Plan.

Class 6 – Cargoship and Seaarland General Unsecured ClaimsSection 4.6

Treatment. Class 6 consists of all Allowed General Unsecured Claims(a)against Cargoship and Seaarland. Each holder of a Class 6 General Unsecured Claim shallreceive in full settlement, satisfaction, and release of its General Unsecured Claim, its Pro Ratashare of the Liquidation Trust Interests representing beneficial interests in the Liquidation TrustAssets allocated to the Cargoship and Seaarland sub-trusts established by the LiquidationTrustee, including the (i) General Unsecured Claims Reserve Amount, (ii) ExcessAdministrative and Priority Claims Reserve, as and when determined in accordance with Section5.8 of the Plan, (iii) Excess Professional Claims Reserve, and (iv) Unrestricted Cash proceeds ofall Causes of Action, in each such case on or as soon as practicable after (A) the Effective Date,to the extent that such Unrestricted Cash is available for distribution to holders of Class 6 Claimsprior to the Effective Date and (B) the next Periodic Distribution Date, to the extent that suchUnrestricted Cash proceeds are available for distribution to holders of Class 6 Claims after theEffective Date.

Impairment and Voting. Class 6 is Impaired, and accordingly, the holders(b)of Claims in Class 6 are entitled to vote to accept or reject the Plan.

Class 7 – Subordinated Claims.Section 4.7

Treatment. Class 7 consists of all Subordinated Claims against each of the(a)Debtors. Provided that all Claims in Class 5 and Class 6 against the relevant Debtor have beensatisfied in full (including postpetition interest thereon), each holder of a Subordinated Claimshall receive in full settlement, satisfaction, and release of its Subordinated Claim, its Pro Ratashare of the remaining (i) General Unsecured Claims Reserve Amount, (ii) ExcessAdministrative and Priority Claims Reserve, as and when determined in accordance with Section5.8 of the Plan, (iii) Excess Professional Claims Reserve, and (iv) Unrestricted Cash proceeds ofall Causes of Action on or as soon as practicable after (A) the Effective Date, to the extent thatsuch Unrestricted Cash proceeds are generated prior to the Effective Date and (B) the nextPeriodic Distribution Date, to the extent that such Unrestricted Cash proceeds are generated afterthe Effective Date, in each case to the extent that such Subordinated Claim is Allowed.

Impairment and Voting. Class 7 is Impaired. The holders of Claims in(b)Class 7 are Impaired, and accordingly, are entitled to vote to accept or reject the Plan.

Class 8 – MPS Equity Interests.Section 4.8

Treatment. Class 8 consists of all Equity Interests in MPS. On the(a)Effective Date, the Equity Interests in MPS shall be reinstated.

Impairment and Voting. Pursuant to section 1126(f) of the Bankruptcy(b)Code, the holders of MPS Equity Interests in Class 8 are conclusively presumed to have acceptedthe Plan, and accordingly, are not entitled to vote to accept or reject the Plan.


23

Class 9 – Subsidiary Equity Interests.Section 4.9

Treatment. Class 9 consists of all Equity Interests in Magellano,(a)Cargoship, and Seaarland. On the Effective Date, all Equity Interests in Magellano, Cargoship,and Seaarland shall be deemed cancelled and terminated. Holders of Equity Interests inMagellano, Cargoship, and Seaarland shall not receive or retain any property or interest inproperty under the Plan.

Impairment and Voting. Pursuant to section 1126(g) of the Bankruptcy(b)Code, the holders of Magellano, Cargoship, and Seaarland Equity Interests in Class 9 aredeemed to have rejected the Plan, and accordingly, are not entitled to vote to accept or reject thePlan.

Nonconsensual Confirmation. In the event that any Impaired ClassSection 4.10of Claims or Equity Interests has not accepted the Plan or is deemed to have rejected the Plan,the Debtors (a) request that the Bankruptcy Court confirm the Plan in accordance with 1129(b)of the Bankruptcy Code with respect to such non-accepting Class, in which case the Plan shallconstitute a motion for such relief and (b) reserve the right to amend the Plan in accordance withSection 12.7 hereof.

Elimination of Vacant Classes. Any Class (including, for the Section 4.11avoidance of doubt, any sub-Class) of Claims against, or Equity Interests in, the Debtors that isnot populated as of the commencement of the Confirmation Hearing by an Allowed Claim orEquity Interest or a Claim or Equity Interest temporarily allowed under Bankruptcy Rule 3018shall be deemed eliminated from the Plan for purposes of (a) voting to accept or reject the Planand (b) determining the acceptance or rejection of the Plan by such Class pursuant to section1129(a)(8) of the Bankruptcy Code.

Intercompany Claims. On the Effective Date, IntercompanySection 4.12Claims shall be cancelled or reconciled, provided that such determination shall be made by theCreditors’ Committee, with the prior written consent of the Lenders (which consent shall not beunreasonably withheld), prior to entry of the Disclosure Statement Order and evidenced by thefiling by the Creditors’ Committee of a notice with the Bankruptcy Court regarding the exerciseof such option.

ARTICLE V


Compromise and Settlement. Pursuant to Bankruptcy RuleSection 5.19019, the Plan incorporates the Global Settlement Agreement among the Debtors, the Creditors’Committee, and the Lenders of all issues relating to the validity, priority, amount, and extent ofthe prepetition and postpetition liens and Claims of each of the Lenders that may have beenasserted by or on behalf of the Debtors or the Debtors’ Estates. For the avoidance of doubt, tothe extent that a provision of the Global Settlement Agreement is not expressly incorporatedherein, such provision is deemed to be included in the Plan by reference. In consideration of the


24

resolution of these issues and the value contributed by each of the Lenders to the holders ofAllowed General Unsecured Claims, the Lenders’ Claims have been Allowed in full, RBS andCA (or their respective designees) will receive the return of their Collateral, the majority of theremaining unencumbered property interests of the Debtors will be conveyed to the LiquidationTrustee and the proceeds distributed to holders of Allowed General Unsecured Claims (with theholders of Allowed General Unsecured Claims other than RBS and CA receiving enhancedrecoveries), and the holders of the Equity Interests in MPS will retain their property interests incertain out-of-the-money joint venture interests. The Global Settlement Agreement and theDebtors’ obligations thereunder shall survive confirmation of the Plan and be unaffected thereby.

Distributions. All distributions under the Plan shall be made bySection 5.2the Disbursement Agent.

Corporate Action.Section 5.3

Transfer of Assets and Assumption of Liabilities. On the Effective Date,(a)(i) the Debtors shall, in accordance with the Plan, cause the Liquidation Trust Assets to betransferred to the Liquidation Trust free and clear of liens, claims, and interests, but subject tothe Plan and (ii) the Liquidation Trust shall assume all obligations of the Debtors under the Plan,other than the obligations relating to the Allowed Claims in Class 2 and Class 3, which shall beperformed by New MPS.

Liquidation and Dissolution of Magellano, Cargoship, and Seaarland.(b)Subject to Dutch law, on the Effective Date, without the necessity for any other or further actionto be taken by or on behalf of Magellano, Cargoship, or Seaarland, upon the transfer of theLiquidation Trust Assets to the Liquidation Trust in accordance with Section 5.4(a) of the Plan,the transfer of the RBS Other Collateral to RBS or its designee in accordance with the GlobalSettlement Order, and the transfer of the CA Other Collateral to CA or its designee inaccordance with the Global Settlement Order, the members of the board of directors ormanagers, as the case may be, and the respective officers, of each of Magellano, Cargoship, andSeaarland shall be deemed to have been removed, and each of Magellano, Cargoship, andSeaarland shall be deemed dissolved for all purposes. New MPS shall take all actions necessaryor appropriate to effect such dissolutions under any applicable foreign laws.

New MPS. On the Effective Date, without the necessity for any other or(c)further action to be taken by or on behalf of MPS, the Debtors shall transfer the LiquidationTrust Assets to the Liquidation Trust in accordance with Section 5.4(a) of the Plan, and the MPScommon stock shall be reinstated. MPS’s existing shareholder will own 100% of the equity ofNew MPS effective as of the Effective Date.

Effective as of the Effective Date, without the necessity for any other orfurther action to be taken by or on behalf of MPS, the members of the board of directors ormanagers, as the case may be, and the officers, of MPS shall be deemed to be the initial directorsor managers, as the case may be, and the officers of New MPS subject to, and in accordancewith, its amended articles of association, which shall include, among other things, a provisionprohibiting the issuance of non-voting equity securities to the extent required by section1123(a)(6) of the Bankruptcy Code. The amended organizational documents shall be in form


25

and substance acceptable to the Lenders and the Creditors’ Committee and included in the PlanSupplement.

Liquidation Trust.Section 5.4

Establishment of the Liquidation Trust. On the Effective Date, (i) the(a)Liquidation Trust shall be established pursuant to the Liquidation Trust Documents, (ii) theLiquidation Trustee shall be appointed as trustee of the Liquidation Trust, (iii) the members ofthe Liquidation Trust Advisory Board, if any, shall be appointed, and (iv) the Debtors shalltransfer the Liquidation Trust Assets to the Liquidation Trust. The Liquidation Trust shall becapitalized with the Liquidation Trust Assets (free and clear of all claims, liens, and interests, butsubject to the Plan), including without limitation (i) all rights of the Debtors under the saleagreement for the equity interests in the Seaarland-Hamburg German KG projects, including atthe Liquidation Trustee’s option, the equity in such entities or ventures, (ii) Futmarine B.V. Cashsettlement proceeds, (iii) Cash proceeds of Vespucci Marine C.V., (iv) all avoidance actionsunder Chapter 5 of the Bankruptcy Code and causes of action (except those released pursuant tothe Global Settlement Agreement or by the Plan, or by the Confirmation Order or other FinalOrder), (v) rights under the Distribution Agreement, (vi) residual monies under poolingagreements assumed by the Debtors and assigned to the Lenders’ designees pursuant to theGlobal Settlement Agreement, to the extent such monies do not constitute CA Collateral or RBSCollateral, (vii) all Unrestricted Cash, and (viii) all unliened Debtor accounts, generalintangibles, payment intangibles and proceeds thereof.

The Distribution Agreement shall provide, among other things, that in theevent the Recipient actually sells the Retained Interests (in whole or in part) in the first yearfollowing the Effective Date of the Plan, 75% of the net sale proceeds will be retained by theRecipient and 25% of the net sale proceeds will be distributed to the Liquidation Trust. For asale consummated in the second year following the Effective Date, the Recipient will receive95% of the net sale proceeds and the Liquidation Trust will receive 5%. On the secondanniversary of the Effective Date, in the event no such sale has occurred, the Recipient shallprepare a valuation of the remaining Retained Interests. The Recipient shall pay to theLiquidation Trust an amount equal to 5% of the pro forma net cash proceeds that would havebeen generated if the Retained Interests were sold on second anniversary of the Effective Date.The Distribution Agreement shall also provide that any new capital invested by the Recipientshall first be repaid to the Recipient before calculating the net cash proceeds.

Powers and Duties of the Liquidation Trustee. The Liquidation Trustee(b)shall be a representative of the Estates pursuant to section 1123 of the Bankruptcy Code andshall have the rights and powers set forth in the Liquidation Trust Documents, and shall begoverned in all things by the terms of the Liquidation Trust Documents and the Plan. TheLiquidation Trustee shall have reasonable access to the Debtors’ books and records onreasonable prior notice to the relevant Lender or its designee. Subject to the terms of theLiquidation Trust Documents, applicable Dutch law, and the limitations and/or obligations setforth in this Section 5.4(b) of the Plan, the Liquidation Trustee shall be authorized, empowered,and directed to take all actions necessary to comply with the Plan and exercise and fulfill theduties and obligations arising thereunder, including, without limitation, to (i) act as the trusteefor the Liquidation Trust and administer the Liquidation Trust, (ii) take any action necessary to


26

transfer the Liquidation Trust Assets to the Liquidation Trust, establish the Liquidation Trust andsub-trusts therein, and dissolve the Debtors in accordance with the Plan and applicable law,including, without limitation, in respect of the establishment of sub-trusts in the LiquidationTrusts for the allocation of assets, the making of related reserves and the attribution of rights ofholders of beneficial interests against particular sub-trusts based on the classification scheme ofthe Plan, (iii) retain attorneys, advisors, and other professionals as may be necessary andappropriate to perform the duties required of, and the obligations assumed by the LiquidationTrustee under the Plan and the Liquidation Trust Documents, (iv) execute any documents,instruments, contracts, and agreements necessary and appropriate to carry out the powers andduties of the Liquidation Trust, (v) open, maintain, and administer bank accounts as necessary todischarge the duties of the Liquidation Trustee under the Plan and the Liquidation TrustDocuments, (vi) administer, sell, liquidate, or otherwise dispose of the Liquidation Trust Assetsin accordance with the Plan, (vii) investigate, commence, and prosecute all Causes of Actiontransferred to the Liquidation Trust under the Plan to judgment or settlement, and take all othernecessary and appropriate steps to collect, recover, liquidate, or otherwise reduce such Causes ofAction and accounts receivable to Cash, (viii) make, on behalf of the Debtors and the Estates, alltransfers and distributions required to be made pursuant to the Plan on and after the EffectiveDate, including, without limitation, distributions from the proceeds of the Liquidation TrustAssets, (ix) file and prosecute objections to, and negotiate, settle, or otherwise resolve, any andall Disputed Claims, (x) review all proofs of Administrative Expense Claims and requests forpayment thereof and, if warranted, object thereto, (xi) represent the Debtors’ Estates before theBankruptcy Court and other courts of competent jurisdiction with respect to matters concerningthe Liquidation Trust, (xii) prepare and file quarterly financial reports pursuant to Section 5.4(c)of the Plan, and (xiii) comply with applicable orders of the Bankruptcy Court and any other courtof competent jurisdiction over the matters set forth herein, and all applicable laws andregulations concerning the matters set forth herein. Notwithstanding the foregoing, theLiquidation Trustee shall have no authority (a) to object to the Claims of, or pursue any Cause ofAction against, RBS, CA, or NordLB or (b) to deal with, or exercise control over, any Collateralof RBS or CA (or proceeds thereof) other than to remit such Collateral (or proceeds ofCollateral) to the appropriate Lender(s) promptly upon receipt thereof. Any such Collateral (orproceeds of Collateral) in the possession or control of the Liquidation Trustee shall be held intrust expressly for the sole benefit of RBS or CA, as the case may be, and the Liquidation TrustDocuments shall so provide. Further, the Liquidation Trustee shall not have authority orstanding to object to Professional Claims with such right being reserved for holders of Claims,the Lenders, and the United States Trustee.

Accounting and Reporting. The Liquidation Trustee shall maintain an(c)accounting of receipts and disbursements with respect to the Liquidation Trust, which shall beopen to inspection and review by the Bankruptcy Court and any holder of an Allowed Claim orits respective professionals, upon reasonable notice to the Liquidation Trustee. After theEffective Date, the Liquidation Trustee shall serve the United States Trustee with, and shall filewith the Bankruptcy Court, a quarterly financial report for each quarter (or portion thereof) thatthe Chapter 11 Cases remain open, as well as a final financial report after the Bankruptcy Courtenters a final decree closing each of the Chapter 11 Cases.

Liquidation Trust Expenses. As provided in the Global Settlement(d)Agreement, Unrestricted Cash, RBS Cash Collateral, and CA Cash Collateral may be used by the


27

Debtors in the respective amounts and for the period and the purposes identified in theWind-Down Budget. The Liquidation Trustee may, in the ordinary course of business andwithout the necessity for any application to, or approval of, the Bankruptcy Court, pay anyaccrued but unpaid Liquidation Trust Expenses and, subject to oversight by the Liquidation TrustAdvisory Board pursuant to the Liquidation Trust Documents, may in his or her discretion as afiduciary allocate additional monies to the Liquidation Trust Reserve Amount from theLiquidation Trust Assets, provided that the Effective Date Cash Requirement is satisfied. AllLiquidation Trust Expenses shall be charged against and paid from the Liquidation TrustExpenses Reserve and, thereafter, paid from the Liquidation Trust. On the Effective Date, theLiquidation Trustee shall establish the Liquidation Trust Expenses Reserve with the LiquidationTrust Expenses Reserve Amount, funded from Unrestricted Cash, which Liquidation TrustExpenses Reserve Amount shall vest in the Liquidation Trust subject to all liens, Claims,encumbrances, charges and other interests. Upon satisfaction of all valid Liquidation TrustExpenses and entry by the Bankruptcy Court of a final decree closing each of the Chapter 11Cases, any remaining balance of the Liquidation Trust Expenses Reserve shall be distributed bythe Disbursement Agent in accordance with the Plan and the Liquidation Trust Documents assoon as practicable thereafter.

Retention of Professionals. The past or current retention of any(e)professional by a creditor or the Creditors’ Committee in the Chapter 11 Cases shall not beasserted by any party in interest as a basis to disqualify such professional from being retained bythe Liquidation Trust. Attorneys, advisors and any other professionals retained by theLiquidation Trustee shall submit to the Liquidation Trustee periodic statements for all reasonablecompensation for services rendered, and reimbursement for actual and necessary expensesincurred, by such professionals. The Liquidation Trustee shall have twenty (20) days to object toany such statement. In the event that an objection is received by a professional and cannot bepromptly resolved by such professional and the Liquidation Trustee, the dispute shall besubmitted by the Liquidation Trustee, to the Bankruptcy Court for adjudication. The BankruptcyCourt shall retain jurisdiction to adjudicate any such objection. In the event that no objection israised to a statement within the twenty (20) day period, such statement shall be promptly paid bythe Liquidation Trustee.

Resignation/Removal of Liquidation Trustee. The Liquidation Trustee(f)may resign or be removed in accordance with the Liquidation Trust Documents. Any successorLiquidation Trustee shall be appointed in accordance with the Liquidation Trust Documents.

Termination of the Liquidation Trust. The Liquidation Trust shall(g)terminate upon the earlier of (i) the three (3) year anniversary of the Effective Date or (ii) theentry by the Bankruptcy Court of a final decree closing each of the Chapter 11 Cases andsubmission by the Liquidation Trustee of the final financial report to the Bankruptcy Courtpursuant to Section 5.4(c) of the Plan. On or prior to the date of termination of the LiquidationTrust, the Bankruptcy Court, upon motion by a party in interest, may extend the term of theLiquidation Trust for cause shown. Upon termination of the Liquidation Trust and as soon aspracticable thereafter, the balance of any Cash and other property of the Liquidation Trust shallbe distributed in accordance with the Plan and the Liquidation Trust Documents.


28

Governing Law. The establishment of the Liquidation Trust and all(h)transfers to the Liquidation Trust shall be governed by the laws of the State of Delaware, but,where such laws may govern, shall also comply with any applicable Dutch law.

Limitation on Liability. No recourse shall ever be had, directly orSection 5.5indirectly, against the Liquidation Trustee or its officers, directors, agents, employees, attorneys,advisors or other professionals by legal or equitable proceedings or by virtue of any statute orotherwise, or any deed of trust, mortgage, pledge, or note, or upon any promise, contract,instrument, undertaking, obligation, covenant or agreement whatsoever executed by theLiquidation Trustee under the Plan or by reason of the creation of any indebtedness by theLiquidation Trustee under the Plan for any purpose authorized by the Plan. All such liabilities,covenants, and agreements of the Liquidation Trustee, its respective officers, directors, agents,employees, attorneys, advisors, or other professionals, whether in writing or otherwise, under thePlan shall be enforceable, if at all, only against, and shall be satisfied only out of, the LiquidationTrust Expenses Reserve. Every undertaking, contract, covenant or agreement entered into inwriting by the Liquidation Trustee shall provide expressly against the personal liability of theLiquidation Trustee. The Liquidation Trustee and its officers, directors, agents, employees,attorneys, advisors and other professionals shall not be liable for any act they may do, or omit todo hereunder in good faith and in the exercise of their respective best judgment, and the fact thatsuch act or omission was advised, directed or approved by an attorney acting as counsel for theLiquidation Trustee shall be conclusive evidence of such good faith and best judgment;provided, however, that this Section 5.5 shall not apply to any bad faith, fraud, gross negligenceor willful misconduct by the Liquidation Trustee or its officers, directors, agents, employees,attorneys, advisors or other professionals.

Reliance on Documents. The Liquidation Trustee may rely, andSection 5.6shall be protected in acting or refraining from acting, upon any certificates, opinions, statements,instruments or reports believed by it to be genuine and to have been signed or presented by theproper entity.

Requirement of Undertaking. The Liquidation Trustee maySection 5.7request any court of competent jurisdiction to require, and any such court may in its discretionrequire, in any suit for the enforcement of any right or remedy under the Plan, or in any suitagainst the Liquidation Trustee for any act taken or omitted by the Liquidation Trustee that thefiling party litigant in such suit undertake to pay the costs of such suit, and such court may in itsdiscretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigantin such suit, having due regard to the merits and good faith of the claims or defenses made bysuch party litigant.

Administrative and Priority Claims Reserve. On the EffectiveSection 5.8Date, the Liquidation Trustee shall establish the Administrative and Priority Claims Reservewith the Administrative and Priority Claims Reserve Amount, funded from Unrestricted Cash,which funds shall vest in the Liquidation Trust. As soon as practicable after all AdministrativeExpense Claims and Priority Tax Claims have been either Allowed (and received a distributionin accordance with the Plan) or Disallowed by the Plan, the Confirmation Order, or Final Orderof the Bankruptcy Court, the Liquidation Trustee shall determine the amount of the Excess


29

Administrative and Priority Claims Reserve and the Disbursement Agent shall distribute theExcess Administrative and Priority Claims Reserve in accordance with the Plan and theLiquidation Trust Documents as soon as practicable thereafter.

General Unsecured Claims Reserve. On the Effective Date, theSection 5.9Liquidation Trustee shall establish the General Unsecured Claims Reserve with the GeneralUnsecured Claims Reserve Amount, funded from Cash proceeds of the Liquidation Trust Assets,which General Unsecured Claims Reserve Amount shall vest in the Liquidation Trust. In theevent that all General Unsecured Claims have been either Allowed (and received a distribution inaccordance with the Plan) or Disallowed by the Plan, the Confirmation Order, or Final Order ofthe Bankruptcy Court, any remaining balance of the General Unsecured Claims Reserve shall bedistributed by the Disbursement Agent in accordance with the Plan and the Liquidation TrustDocuments as soon as practicable thereafter.

Professional Claims Reserve. On the Effective Date, theSection 5.10Liquidation Trustee shall establish the Professional Claims Reserve with the Professional ClaimsReserve Amount, funded from Unrestricted Cash, which Professional Claims Reserve Amountshall vest in the Liquidation Trust. As soon as practicable after all Professional Claims havebeen either Allowed (and received a distribution in accordance with the Plan) or Disallowed bythe Plan, the Confirmation Order, or Final Order of the Bankruptcy Court, the LiquidationTrustee shall determine the amount of the Excess Professional Claims Reserve and theDisbursement Agent shall distribute the Excess Professional Claims Reserve in accordance withthe Plan and the Liquidation Trust Documents as soon as practicable thereafter.

Causes of Action and Accounts Receivable.Section 5.11

Preservation of Causes of Action and Accounts Receivable. In accordance(a)with section 1123(b) of the Bankruptcy Code or any corresponding provision of federal or statelaws, and except as otherwise provided in the Plan or the Confirmation Order, (i) on theEffective Date, all Causes of Actions and accounts receivable not constituting RBS Collateral orCA Collateral shall be transferred to and vested in the Liquidation Trust and (ii) on and after theEffective Date, all such Causes of Action and accounts receivable shall be retained by theLiquidation Trust, and the Liquidation Trust and/or the Liquidation Trustee may, in accordancewith the Liquidation Trust Documents, enforce, sue on, settle, or compromise (or decline to doany of the foregoing) any or all of such Causes of Action and accounts receivable.

No Waiver. Except as otherwise provided in Section 10.6(a) of the Plan,(b)nothing in the Plan shall be deemed to be a waiver or relinquishment of any Claim, Cause ofAction, account receivable, right of setoff, or other legal or equitable right or defense that theEstates may have or choose to assert on behalf of the Debtors or their respective Estates underany provision of the Bankruptcy Code or any applicable nonbankruptcy law. No entity may relyon the absence of a specific reference in the Plan to any Cause of Action or account receivableagainst it as an indication that the Liquidation Trustee will not pursue any and all availableCauses of Action or accounts receivable against it, and all such rights to prosecute or pursue anyand all Causes of Action or accounts receivable against any entity are expressly reserved for lateradjudication and, therefore, no preclusion doctrine, including, without limitation, the doctrines ofres judicata, collateral estoppel, estoppel (judicial, equitable or otherwise) or laches, shall apply


30

to such Causes of Action or accounts receivable upon or after the confirmation or consummationof the Plan.

Effectuating Documents and Further Transactions. Upon entry ofSection 5.12the Confirmation Order, each of MPS, the Creditors’ Committee, New MPS, and the LiquidationTrustee is authorized and directed to execute, deliver, file or record such contracts, instruments,releases, consents, certificates, resolutions, programs and other agreements and documents andtake such actions as may be reasonably necessary or appropriate to effectuate, implement,consummate and further evidence the terms and conditions of the Plan, including, withoutlimitation, performing all obligations under the Plan. As of the Effective Date, no member,partner or equity security holder of the Debtors shall take any action that affects, alters or createsany additional or incremental liability for or imputed to the Debtors.

Authority to Act. Prior to, on, or after the Effective Date, asSection 5.13applicable, all matters expressly provided for under the Plan that would otherwise requireapproval of the stockholders, equity security holders, officers, directors, partners, managers,members, or other owners of one or more of the Debtors shall be deemed to have occurred andshall be in effect prior to, on, or after the Effective Date, as applicable, pursuant to the applicablelaws of the countries in which the Debtors are formed, without any requirement of further vote,consent, approval, authorization or other action by such stockholders, equity security holders,officers, directors, partners, managers, members or other owners of such entities or notice to,order of or hearing before the Bankruptcy Court.

ARTICLE VI

DISTRIBUTIONS

Distribution Record Date. Except as otherwise provided in theSection 6.1Plan, as of 12:00 p.m. (prevailing Eastern time) on the Distribution Record Date, there shall beno further changes in the record holders of any Claim against, or Equity Interest in, any of theDebtors, and the Liquidation Trustee shall have no obligation to recognize any transfer of anyClaim against, or Equity Interest, in the Debtors occurring after the Distribution Record Date.The Liquidation Trustee shall be entitled to recognize and deal for all purposes under the Planonly with those record holders of Claims against, and Equity Interests in, the Debtors as of 12:00p.m. (prevailing Eastern time) on the Distribution Record Date.

Date of Distributions Under the Plan.Distributions on the Effective Section 6.2Date. Except as otherwise provided herein or pursuant to an agreement or understandingbetween the Liquidation Trustee and the holder of a Claim that is Allowed as of the EffectiveDate, all transfers and distributions required to be made under the Plan with respect to Claimsthat are Allowed as of the Effective Date shall be made by the Disbursement Agent on or as soonas practicable after the Effective Date.

Distributions After the Effective Date. Except as otherwise provided in(b)the Plan or pursuant to agreement or understanding between the Liquidation Trustee and theholder of a Disputed Claim, if a Disputed Claim becomes Allowed after the Effective Date, theDisbursement Agent shall make all transfers and distributions with respect to such Claim on or


31

as soon as practicable after the date on which such Claim becomes Allowed, pursuant to theterms and provisions of the Plan. Distributions made after the Effective Date to holders ofAllowed Claims shall be deemed to have been made on the Effective Date, and, except asotherwise provided in the Plan, no interest shall accrue on, or be payable with respect to, suchclaims or any distributions related thereto.

Sources for Distributions. All Cash required for the payments toSection 6.3be made pursuant to the Plan shall be obtained from Unrestricted Cash and proceeds ofCollateral, as set forth in the Plan.

Manner of Payment. Any distributions to be made on behalf of theSection 6.4applicable Estate pursuant to the Plan shall be made by checks drawn on accounts maintained bythe Liquidation Trustee or by wire transfer if circumstances justify, at the option of theLiquidation Trustee.

Disbursement Agent. Except as otherwise provided in the Plan orSection 6.5the Confirmation Order, all transfers and distributions required under the Plan shall be made inaccordance with the terms and provisions of the Plan and the Liquidation Trust Documents bythe Liquidation Trustee, as Disbursement Agent, or such other entity designated by theLiquidation Trustee as Disbursement Agent. For the avoidance of doubt, the Liquidation Trusteeor New MPS, as the case may be, or any such other entity designated by the Liquidation Trustee,shall act as Disbursement Agent with respect to all distributions made on the Effective Date.

Delivery of Distributions. Subject to Bankruptcy Rule 9010, allSection 6.6distributions to any holder of an Allowed Claim shall be made to the address of such holder asset forth in the Schedules or the books and records of the Debtors or its agents, as applicable,unless the Liquidation Trustee has been notified in writing of a change of address, including bythe filing of a proof of claim by such holder that contains an address for such holder differentfrom the address reflected in the Debtors’ Schedules or books and records.

Allocation of Distributions Between Principal and Interest. TheSection 6.7aggregate consideration to be distributed to the holders of Allowed Claims under the Plan shallbe treated as first satisfying an amount equal to the stated principal amount of the AllowedClaims of such holders, as determined for federal income tax purposes, and any remainingconsideration as satisfying accrued but unpaid interest, if any.

No Postpetition Interest on Claims. Except as otherwise providedSection 6.8in the Plan, the Confirmation Order, the Final DIP Order, or other Final Order entered by theBankruptcy Court, or as required by applicable law, postpetition interest shall not accrue on orafter the Commencement Date on account of any Claim.

No Distribution in Excess of Allowed Amount of Claim.Section 6.9Notwithstanding any other provision of the Plan, no holder of an Allowed Claim shall receive inrespect of such Claim any distribution in excess of the Allowed amount of such Claim.

Distributions with Respect to Disputed Claims. NotwithstandingSection 6.10any other provision of the Plan, if all or any portion of a Claim is a Disputed Claim, no paymentor distribution provided under the Plan shall be made on account of such Claim unless and until


32

such Disputed Claim becomes an Allowed Claim. Until such time as a Disputed Claim isdetermined by Final Order, the Liquidation Trust shall withhold on account of such Claim thedistribution to which the holder of such Claim would be entitled under Article IV of the Plan ifsuch Claim were Allowed in full. At such time as a Disputed Claim becomes an Allowed Claim,the Disbursement Agent shall distribute to the holder of such Claim the property distributable tosuch holder pursuant to the Plan. To the extent that all or a portion of a Disputed Claim isDisallowed or expunged, the holder of such Claim shall not receive any distribution on accountof the portion of such Claim that is Disallowed or expunged.

Distributions with Respect to Defendants. Notwithstanding anySection 6.11other provision of the Plan, the Liquidation Trustee may, in its discretion, withhold anydistributions on account of any portion of a Claim held by an entity that (a) is a defendant in anypending contested matter or adversary proceeding being prosecuted by the Liquidation Trusteeor (b) against whom the Liquidation Trustee may assert a Cause of Action.

Disputed Payments. If any dispute arises as to the identity of aSection 6.12holder of an Allowed Claim that is to receive any distribution under the Plan, the DisbursementAgent may, in lieu of making such distribution to such entity, make such distribution into anescrow account until such dispute is resolved by Final Order of the Bankruptcy Court or bywritten agreement among the interested parties to such dispute.

Setoffs. Except as otherwise provided in the Plan, theSection 6.13Confirmation Order, or in an agreement approved by a Final Order of the Bankruptcy Court, theLiquidation Trustee may, pursuant to applicable law (including section 553 of the BankruptcyCode), set off against any distribution related to any Claim before such distribution is made onaccount of such Claim, any and all of the Claims (other than Claims released pursuant to thePlan), rights, and Causes of Action of any nature that the Debtors, the Estates, or the LiquidationTrust may hold against the holder of such Claim; provided, however, that none of the Debtors,the Liquidation Trust, or the Liquidation Trustee shall, or shall be entitled, to assert any right toset off against (a) the DIP Financing Claim, (b) the RBS Secured Claim, (c) the RBS DeficiencyClaim, (d) the CA Secured Claim, (e) the CA Deficiency Claim, (f) the NordLB Second LienClaim, or (e) any other claim the setoff of which may adversely affect any property interest,security interest, or distribution right of any of the holders of the DIP Financing Claim, RBSSecured Claim, RBS Deficiency Claim, CA Secured Claim, CA Deficiency Claim, or NordLBSecond Lien Claim; provided, further, that neither the failure to effect such a setoff, theallowance of any Claim hereunder, or any other act or omission of the Liquidation Trustee, norany provision of the Plan, shall constitute a waiver or release by the Liquidation Trustee of anysuch Claims, rights and Causes of Action that the Liquidation Trustee may possess against suchholder. To the extent that the Liquidation Trustee sets off a claim of the Estates against a holderof a Claim against the Debtors before a distribution is made to the holder of such Claim againstthe Debtors pursuant to the Plan, the Liquidation Trustee shall be entitled to full recovery on theDebtors’ claim against such holder. No provision in the Plan shall be deemed to expand anyright of setoff under applicable law. Notwithstanding the foregoing, no provision in the Plan, theConfirmation Order, or any other document that implements the Plan shall affect any setoff orrecoupment right of the United States government.


33

Unclaimed Property.Section 6.14

Escrow of Unclaimed Property. The Liquidation Trustee shall hold all(a)Unclaimed Property for the benefit of the holders of Claims entitled thereto under the terms ofthe Plan. The Liquidation Trustee shall use commercially reasonable efforts to determine thecurrent address of the holders of Claims entitled to Unclaimed Property, but no distribution tosuch holders shall be made unless and until the Liquidation Trustee has determined the thencurrent address of such holders, at which time such distribution shall be made to such holderswithout any interest thereon whatsoever, except as otherwise provided in the Plan or theConfirmation Order.

Distribution of Unclaimed Property. Upon the conclusion of one hundred(b)and twenty (120) calendar days following the date that any Cash or other property becomesUnclaimed Property, the holders of Allowed Claims theretofore entitled to such UnclaimedProperty shall be deemed to have forfeited such property, whereupon (i) all rights and title to andinterest in such Unclaimed Property shall immediately and irrevocably re-vest in the LiquidationTrust for the benefit of holders of Allowed, but as yet not fully paid, Claims in the Class inwhich the applicable Claim was classified, (ii) such holders shall cease to be entitled to suchUnclaimed Property or any further distributions on account of such Claims, (iii) such Claimsshall be deemed to be Disallowed and expunged to the extent of such forfeiture, and (iv) suchUnclaimed Property shall be redistributed Pro Rata by the Disbursement Agent to any AllowedClaims that remain unpaid, either in whole or in part, in the Class in which the applicable Claimwas classified. If no Allowed Claims remain unpaid within the Class in which the applicableClaim was classified, the Unclaimed Property shall be distributed by the Disbursement Agent inaccordance with the Plan and the Liquidation Trust Documents.

Distributions Free and Clear. Except as otherwise provided in theSection 6.15Plan, any distribution or transfer made under the Plan, including, without limitation, distributionsto any holder of an Allowed Claim, shall be free and clear of any liens, Claims, encumbrances,charges and other interests, and no other entity shall have any interest, whether legal, beneficialor otherwise, in property distributed or transferred pursuant to the Plan.

Time Bar to Cash Payments. Checks issued by theSection 6.16Disbursement Agent on behalf of the Debtors in respect of Allowed Claims shall be null andvoid if not presented for payment within ninety (90) calendar days after the date of issuancethereof. Requests for reissuance of any check shall be made to the Liquidation Trustee by theholder of the Allowed Claim to whom such check originally was issued on or before thirty (30)calendar days after the expiration of the ninety (90) calendar day period following the date ofissuance of such check. After such date, all funds held on account of such voided check shall beredistributed by the Disbursement Agent in accordance with the Plan and the Liquidation TrustDocuments.

De Minimis Distributions. Except as otherwise provided in theSection 6.17Plan, the Disbursement Agent shall not have any obligation to make a distribution on account ofan Allowed Claim if the amount to be distributed to the holder of such Claim is less than $10 and


34

does not constitute a final distribution to such holder. The Disbursement Agent shall have noobligation to make any distribution on account of Claims Allowed in an amount less than $100.

Transfer of Property Under Plan. All transfers of property underSection 6.18the Plan shall be made in accordance with applicable nonbankruptcy law, including any lawsgoverning the transfer of property by a corporation or a trust that is not a moneyed, business, orcommercial corporation or trust.

Transfer of Retained Interests. On the Effective Date, the RetainedSection 6.19Interests shall be transferred to Recipient pursuant to the terms of the Distribution Agreementand the Plan.

ARTICLE VII


Objections to Claims. As of the Effective Date, the LiquidationSection 7.1Trustee shall have the exclusive right to file and prosecute objections to, and negotiate, settle orotherwise resolve, any and all Claims (other than Professional Claims). In the event that anyDebtor or Lender files an objection to, or motion to subordinate, a Claim prior to the EffectiveDate, on the Effective Date such objection or motion shall automatically be assigned to and shallbe prosecuted by the Liquidation Trustee. Except as otherwise provided herein, any objection toa Claim shall be filed and served upon the holder of such Claim on or before the ClaimsObjection Deadline. Notwithstanding any authority to the contrary, an objection to a Claim shallbe deemed properly served on the holder of such Claim or if service is made in any of thefollowing manners (a) in accordance with rule 4 of the Federal Rules of Civil Procedure, asmodified and made applicable by Bankruptcy Rule 7004, (b) by first class mail, postage prepaid,on any counsel that has appeared on behalf of the holder of such Claim in the Chapter 11 Casesand has not withdrawn such appearance, (c) by first class mail, postage prepaid, on the signatoryon the respective proof of claim or interest or other representative identified on the proof ofclaim or interest or any attachment thereto, or (d) at the last known address of the holder of suchClaim if no proof of claim is filed or if the Debtors or the Liquidation Trustee has been notifiedin writing of a change of address.

Estimation of Claims Post-Effective Date. As of the EffectiveSection 7.2Date, the Liquidation Trustee shall have the exclusive right to request at any time that theBankruptcy Court estimate any Disputed Claim pursuant to section 502(c) of the BankruptcyCode, for any reason or purpose, regardless of whether an objection has been previously filedwith respect to such Claim, and the Bankruptcy Court will retain jurisdiction to estimate anyClaim at any time during litigation concerning any objection to any Claim including, withoutlimitation, during the pendency of any appeal relating to any such objection. All of theaforementioned objection, estimation and resolution procedures are cumulative and not exclusiveof one another. Claims may be estimated and subsequently compromised, settled, withdrawn, orotherwise resolved by any mechanism set forth in the Plan or approved by the Bankruptcy Court.Notwithstanding section 502(j) of the Bankruptcy Code, in no event shall any holder of a Claimthat has been estimated be entitled to seek reconsideration of the estimation of such Claim unlessthe holder of such Claim has filed a motion requesting the right to seek such reconsideration on


35

or before thirty (30) calendar days after the date such Claim is estimated by the BankruptcyCourt.

Late-Filed Claims and Amendments to Claims. Pursuant toSection 7.3section 502(b)(9) of the Bankruptcy Code, any Claim that is not filed on or before the applicabledeadline to file such Claim shall be Disallowed and expunged in full as of the Effective Datewithout any action required of the Debtors, the Liquidation Trustee, or the Bankruptcy Court.On or after the applicable deadline to file a Claim, the holder of such Claim shall obtain priorauthorization from the Bankruptcy Court or the Liquidation Trustee to file or amend such Claim.Any new or amended Claim filed after the applicable deadline to file such Claim without suchprior authorization shall not appear on the register of Claims and shall be deemed Disallowedand expunged in full without any action required of the Debtors, the Liquidation Trustee, or theBankruptcy Court.

Settlement of Disputed Claims. Except as otherwise provided inSection 7.4the Plan and notwithstanding any requirements that may be imposed pursuant to BankruptcyRule 9019, as of the Effective Date, the Liquidation Trustee shall have the exclusive authority tocompromise, settle, or otherwise resolve all Claims, rights, Causes of Actions, suits andproceedings, whether in law or in equity, whether known or unknown, that the Estates may holdagainst any entity, without the necessity for notice to or approval by the Bankruptcy Court or anyother party in interest.

ARTICLE VIII


Assumption and Rejection of Executory Contracts and Unexpired Section 8.1Leases. Except as otherwise set forth in the Global Settlement Agreement, the Global SettlementOrder, or the Confirmation Order, all executory contracts and unexpired leases to which any ofthe Debtors is a party, including any executory contracts and unexpired leases, if any, previouslyassumed by the Debtors or entered into by the Debtors during the Chapter 11 Cases, shall bedeemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Codeeffective as of and subject to the occurrence of the Effective Date, except for those executorycontracts or unexpired leases that (a) have already been rejected pursuant to a Final Order of theBankruptcy Court, (b) have previously expired or terminated pursuant to their own terms (andnot otherwise extended), or (c) were specifically assumed and assigned to the respectivedesignees of RBS and CA pursuant to the Global Settlement Order. Entry of the ConfirmationOrder by the Bankruptcy Court shall constitute an order of the Bankruptcy Court pursuant tosections 365 and 1123(b) of the Bankruptcy Code approving such rejections and determiningthat (a) with respect to such rejections, such rejected executory contracts or unexpired leases areburdensome and that the rejection thereof is in the best interests of the Estates and (b) withrespect to such assumptions, that “adequate assurance of future performance” (within themeaning of section 365 of the Bankruptcy Code) by the assignee has been demonstrated and nofurther adequate assurance is required.

Objections to Rejection. Any non-Debtor party to an executorySection 8.2contract or unexpired lease that wishes to object to the rejection of such executory contract or


36

unexpired lease, shall file an objection with the Bankruptcy Court prior to the ConfirmationObjection Deadline and serve such objection on counsel to the Debtors. The failure to properlyfile and serve an objection to the rejection on or before the Confirmation Objection Deadlineshall result in the non-Debtor party to the applicable executory contract or unexpired lease being(a) deemed to consent to such rejection and (b) barred, estopped, and permanently enjoined from(i) objecting to such rejection and precluded from being heard at the Confirmation Hearing withrespect to such objection and (ii) asserting against the Debtors, the Estates, any of the Debtors’property, or the Liquidation Trustee any default existing as of the Effective Date or anycounterclaim, defense, setoff, or any other interest. With respect to any timely-filed andproperly-served objection to the proposed rejection, the Debtors may, in their sole discretion,settle or otherwise resolve such objection, or respond to such objection (in which case theBankruptcy Court shall determine such objection at the Confirmation Hearing).

Rejection Damage Claims. All Rejection Damage Claims shall beSection 8.3treated as General Unsecured Claims and classified in Class 5 or Class 6, as the case may be, andmay be objected to in accordance with the provisions of Article VII of the Plan and theapplicable provisions of the Bankruptcy Code and the Bankruptcy Rules. All proofs of claimwith respect to Rejection Damage Claims shall be filed with the Bankruptcy Court and served onthe Liquidation Trustee on or before (a) the first Business Day that is thirty (30) calendar daysafter the Effective Date, with respect to the executory contracts and unexpired leases rejectedpursuant to the Plan, (b) the first Business Day that is thirty (30) calendar days after entry of anorder authorizing the rejection of the respective executory contract or unexpired lease, withrespect to the executory contracts and unexpired leases rejected other than pursuant to the Plan,or (c) such other date as is ordered by the Bankruptcy Court. The failure to properly file andserve a proof of claim with respect to a Rejection Damage Claim by the applicable deadline setforth in this Section 8.3 shall result in such Claim being deemed forever barred and Disallowedas of the Effective Date without the need for any objection by the Liquidation Trustee or anyaction by the Bankruptcy Court.

Modifications. Any modifications, amendments, supplements, andSection 8.4restatements to prepetition executory contracts and unexpired leases that have been executed bythe Debtors during the Chapter 11 Cases and actions taken in accordance therewith, (a) do notalter in any way the prepetition nature of the executory contracts and unexpired leases, or thevalidity, priority or amount of any Claims against the Debtors that may arise under suchexecutory contract or unexpired lease, (b) are not and do not create postpetition contracts orleases, (c) do not elevate to Administrative Expense Claims any Claims of the counterparties tothe executory contracts and unexpired leases against any of the Debtors, and (d) do not entitleany entity to a Claim under any section of the Bankruptcy Code on account of the differencebetween the terms of any prepetition executory contracts or unexpired leases and subsequentmodifications, amendments, supplements or restatements.

ARTICLE IX


Conditions Precedent to the Confirmation Date. The Plan shall notSection 9.1be confirmed unless and until the following conditions shall have been satisfied in full:


37

Disclosure Statement Approval Order. The Disclosure Statement(a)Approval Order shall have been entered by the Bankruptcy Court in form and substancesatisfactory to the Debtors, the Creditors’ Committee, and the Lenders.

Global Settlement Agreement and Order. The Global Settlement Order(b)shall have been entered by the Bankruptcy Court in form and substance satisfactory to theDebtors, the Creditors’ Committee, and the Lenders and shall be in full force and effect, andthere shall not be a stay or injunction (or similar prohibition) in effect with respect thereto.

Global Settlement Agreement. The terms of the Global Settlement(c)Agreement required to have been performed prior to the Confirmation Date shall have beenconsummated and (i) the RBS Vessels, the RBS Cash Collateral, and the RBS Other Collateralshall have been conveyed to RBS or its designee in accordance with Section 3.2 and Section 3.3of the Global Settlement Agreement, (ii) the CA Vessels, the CA Cash Collateral, and the CAOther Collateral shall have been conveyed to CA or its designee in accordance with Section 3.6and Section 3.7 of the Global Settlement Agreement, (iii) the DIP Financing Claim shall havebeen paid in full, (iv) the Cash Collateral True-Up Claim shall have been paid in full inaccordance with the terms thereof, (v) the RBS Reconciliation Obligation shall have beendetermined and reimbursed in accordance with Section 4.3 of the Global Settlement Agreement,and (vi) the CA Reconciliation Obligation shall have been determined and reimbursed inaccordance with Section 4.4 of the Global Settlement Agreement.

Conditions Precedent to the Effective Date. The Effective DateSection 9.2shall not occur and the Plan shall not become effective unless and until the following conditionshave been satisfied in full:

Confirmation Order. The Confirmation Order shall have been entered by(a)the Bankruptcy Court in form and substance satisfactory to the Debtors, the Creditors’Committee, and the Lenders and shall be in full force and effect, and there shall not be a stay orinjunction (or similar prohibition) in effect with respect thereto.

Liquidation Trust. The Liquidation Trust shall have been formed and the(b)Liquidation Trust Documents shall have been executed and become enforceable.

Liquidation Trustee. The appointment of the Liquidation Trustee shall(c)have been confirmed by order of the Bankruptcy Court, which may be the Confirmation Order.

Minimum Unrestricted Cash. The aggregate amount of Unrestricted Cash(d)shall be not less than an amount equal to the Effective Date Cash Requirement.

Other Acts; Execution and Delivery of Other Documents. All other(e)actions and all agreements, instruments, or other documents necessary to implement the Planshall have been (i) effected or (ii) duly and validly executed and delivered by the parties theretoand all conditions to their effectiveness shall have been satisfied or waived.


38

Consents. The Debtors shall have received all authorizations, consents,(f)approvals, regulatory approvals, rulings, letters, opinions or documents, if any, necessary toimplement the Plan.

Reserves Funded. The Effective Date Cash Requirement shall have been(g)funded, or reserved for, as applicable.

Wind-Down Budget. Unrestricted Cash, RBS Cash Collateral, and CA(h)Cash Collateral shall have been made available for use by the Debtors in accordance with theWind-Down Budget.

No Waiver of Conditions Precedent. The conditions set forth inSection 9.3Sections 9.1 and 9.2 of the Plan may not be waived.

Effect of Failure of Conditions. Except as otherwise permitted bySection 9.4Sections 3.2, 3.3, 3.6, and 3.7 of the Global Settlement Agreement, including the CA TurnoverSchedule and the RBS Turnover Schedule (each as defined in the Global Settlement Agreement),if the conditions specified in Section 9.2 of the Plan have not been satisfied on or before the datethat is the later of (a) July 1,August 14, 2012 and (b) such later date designated by the Debtors,the Creditors’ Committee, and the Lenders in writing, then (x) the Confirmation Order shall beof no further force or effect, (y) the Debtors and all holders of Claims against, and EquityInterests in, the Debtors shall be restored to the status quo ante as of the day immediatelypreceding the Confirmation Date as though the Confirmation Date had never occurred, and (z)all of the Debtors’ obligations with respect to the Claims and Equity Interests shall remainunaffected by the Plan.

ARTICLE X


Vesting of Assets. On the Effective Date, except as otherwiseSection 10.1provided in the Plan, pursuant to sections 1141(b) and 1141(c) of the Bankruptcy Code, theLiquidation Trust Assets shall vest in the Liquidation Trust, subject to the rights and interests ofthe beneficiaries of the Liquidation Trust. The Global Settlement Agreement shall remain in fullforce and effect.

Binding Effect. Subject to the occurrence of the Effective Date, onSection 10.2and after the Confirmation Date, the provisions of the Plan shall bind any holder of a Claimagainst, or Equity Interest in, the Debtors, and such holder’s respective successors and assigns,whether or not the Claim or Equity Interest of such holder is Impaired under the Plan, whether ornot such holder has accepted the Plan, and whether or not such holder is entitled to a distributionunder the Plan.

Injunction Against Interference with the Plan. Upon entry of theSection 10.3Confirmation Order, each of the Debtors, all holders of Claims against, or Equity Interests in,any of the Debtors, and other parties in interest, along with any current or former officers,


39

directors, employees, agents, representatives, partners, limited partners, members, trustees,managers, affiliates, parents, subsidiaries, attorneys, auditors, appraisers, accountants, financialadvisors, investment bankers, consultants, or other professionals of any of the foregoing and anyentity controlling or controlled by any of the foregoing and any predecessors, successors andassigns of any of the foregoing, shall be enjoined from seeking to oppose, delay, interfere orotherwise frustrate implementation or consummation of the Plan or the Global SettlementAgreement.

Term of Injunctions or Stays Arising Under or Entered During the Section 10.4Chapter 11 Cases. Except as otherwise provided in the Plan, to the extent permitted byapplicable law and subject to the Bankruptcy Court’s post-confirmation jurisdiction to modifythe injunctions and stays under this Section 10.4 of the Plan, (a) all injunctions with respect to orstays against an action against property of the Debtors’ Estates arising under or entered duringthe Chapter 11 Cases under sections 105 or 362 of the Bankruptcy Code, and in existence on theConfirmation Date, shall remain in full force and effect until such property is no longer propertyof the Debtors’ Estates and (b) all other injunctions and stays arising under or entered during theChapter 11 Cases under sections 105 or 362 of the Bankruptcy Code shall remain in full forceand effect until the earliest of (i) the date that the Chapter 11 Cases are closed pursuant to a FinalOrder of the Bankruptcy Court or (ii) the date that the automatic stay is lifted pursuant to a FinalOrder of the Bankruptcy Court.

Exculpation. To the fullest extent permissible under applicableSection 10.5law, except as otherwise provided in the Plan, none of the Debtors, the Debtors’ Estates, theReleased Parties, or any of such parties’ successors and assigns, shall have or incur any liabilityto, or be subject to any right of action by, any holder of a Claim against, or Equity Interest in,any of the Debtors, or any other party in interest, or any of their respective agents, employees,representatives, financial advisors, attorneys, or agents acting in such capacity, or any of theirsuccessors and assigns, for any act or omission in connection with, related to or arising out of,the Chapter 11 Cases, the operation of the Debtors’ businesses during the Chapter 11 Cases, theformulation, preparation, negotiation, dissemination, implementation, administration,confirmation, or consummation of the Plan or any other contract, instrument, release,agreement, settlement, or document created, modified, amended, terminated, or entered into inconnection with the Plan, including without limitation, the Global Settlement Agreement, or anyother act or omission in connection with the Debtors’ bankruptcy; provided, however, that thisSection 10.5 shall not apply to any fraud, gross negligence, or willful misconduct by the Debtorsor the Released Parties; provided, further, however, that nothing in this Section 10.5 shallimpact the allowance or disallowance or Plan treatment or Plan preserved rights against theLiquidation Trust of any Claim not expressly released under the Plan.

Releases.Section 10.6

Release by the Estates. On the Effective Date, for good and valuable(a)consideration, to the fullest extent permissible under applicable law, the Debtors, the Debtors’Estates, and any person or entity seeking to exercise the rights of the Estates, including, withoutlimitation, the Creditors’ Committee (in such derivative capacity for the Debtors’ estates only)and its members (in such derivative capacity for the Debtors’ estates only) and the LiquidationTrustee, will be deemed to completely, conclusively, absolutely, unconditionally, irrevocably,


40

and forever release the Released Parties, and their respective property and interests in property,from any and all Claims, Equity Interests, liens, encumbrances, obligations, damages, demands,debts, suits, actions, Causes of Action, judgments, liabilities, or rights whatsoever, whetherliquidated or unliquidated, fixed or contingent, matured or unmatured, known or unknown,foreseen or unforeseen, then existing or thereafter arising, in law, equity, or otherwise, that arebased in whole or in part upon any act, omission, transaction, agreement, event, or occurrencetaking place on or prior to the Effective Date in any way relating to the Debtors, the Chapter 11Cases, the business or contractual arrangements with any Debtor, the formulation, preparation,negotiation, dissemination, implementation, administration, confirmation, or consummation ofthe Plan, the Global Settlement Agreement, or any other release or settlement created, modified,amended, terminated, or entered into in connection with the Plan, the restructuring of anyClaims against, and Equity Interests in, the Debtors, the property to be distributed under thePlan, or any other act or omission in connection with the Debtors’ bankruptcy, without furthernotice to or action by the Bankruptcy Court, or act or action under applicable law, regulation,order, or rule, or the vote, consent, authorization, or approval of any entity; provided however,that nothing herein shall effect a release of the obligations of the Debtors or of any ReleasedParty under the Global Settlement Agreement, the Global Settlement Order, the Plan, theLiquidation Trust Documents, or the Confirmation Order.

Release by Holders of Claims and Released Parties. On the Effective(b)Date, for good and valuable consideration, to the fullest extent permissible under applicablelaw, (a) the holders of Claims against the Debtors who (i) vote to accept the Plan and (ii) do notelect to opt-out of the releases set forth in this Section 10.6(b) of the Plan by checking theappropriate box on their respective Ballot(s), and (b) the Released Parties, will be deemed tocompletely, conclusively, absolutely, unconditionally, irrevocably, and forever release theDebtors, the Debtors’ Estates, the Released Parties, and their respective property and interestsin property from any and all Claims, Equity Interests, liens, encumbrances, obligations,damages, demands, debts, suits, actions, Causes of Action, judgments, liabilities, or rightswhatsoever, whether liquidated or unliquidated, fixed or contingent, matured or unmatured,known or unknown, foreseen or unforeseen, then existing or thereafter arising, in law, equity, orotherwise, that are based in whole or in part upon any act, omission, transaction, agreement,event, or occurrence taking place on or prior to the Effective Date in any way relating to theDebtors, the Chapter 11 Cases, the business or contractual arrangements with any Debtor, theformulation, preparation, negotiation, dissemination, implementation, administration,confirmation, or consummation of the Plan, the Global Settlement Agreement, or any otherrelease or settlement created, modified, amended, terminated, or entered into in connection withthe Plan, the restructuring of any Claims against, and Equity Interests in, the Debtors, theproperty to be distributed under the Plan, or any other act or omission in connection with theDebtors’ bankruptcy, without further notice to or action by the Bankruptcy Court, or act oraction under applicable law, regulation, order or rule or the vote, consent, authorization orapproval of any entity; provided however, that nothing herein shall effect a release of theobligations of the Debtors or of any Released Party under the Global Settlement Agreement, theGlobal Settlement Order, the Plan, the Liquidation Trust Documents, or the Confirmation Order.

Injunction. Except as otherwise provided in the Plan, on theSection 10.7Effective Date, all holders of Claims against, and Equity Interests in, the Debtors, and theReleased Parties shall be precluded and enjoined from asserting against the Released Parties,


41

their successors and assigns, or any of their assets or property, whether in the possession of theDebtors or a transferee of such property under the Plan, any and all Claims, Equity Interests,liens, encumbrances, obligations, damages, demands, debts, suits, Causes of Action, judgments,liabilities or rights whatsoever that are released pursuant to the Global Settlement Agreement,the Global Settlement Order, the Plan, or the Confirmation Order.

Exclusions and Limitations on Exculpation, Indemnification, and Section 10.8Releases. Except as otherwise provided in Section 12.3 of the Plan, nothing in the ConfirmationOrder or the Plan shall effect a release of any Claim by the United States government or any ofits agencies or any state and local authority whatsoever, including, without limitation, any Claimarising under the Internal Revenue Code, the environmental laws or any criminal laws of theUnited States or any state and local authority against the Debtors, the Debtors’ Estates, or theReleased Parties, nor shall anything in the Confirmation Order or the Plan enjoin the UnitedStates or any state or local authority from bringing any Claim, suit, action or other proceedingsagainst the Debtors, the Debtors’ Estates, or the Released Parties for any liability whatever,including, without limitation, any Claim, suit or action arising under the Internal Revenue Code,the environmental laws or any criminal laws of the United States or any state or local authority,nor shall anything in the Confirmation Order or the Plan exculpate any party from any liability tothe United States government or any of its agencies or any state and local authority whatsoever,including any liabilities arising under the Internal Revenue Code, the environmental laws or anycriminal laws of the United States or any state and local authority against the Debtors, theDebtors’ Estates, or the Released Parties.

Dissolution of Creditors’ Committee. On the Effective Date, theSection 10.9Creditors’ Committee shall have no further powers or duties and shall be dissolved for allpurposes.

Claim Release. On the Effective Date, subject to the grant of aSection 10.10release to Falm pursuant to Section 10.6 of the Plan, Falm shall be deemed to have waived itsright to a distribution in respect of its Claims against the Estates as set forth on the Debtors’Schedules.

ARTICLE XI


Retention of Jurisdiction. On and after the Effective Date, theSection 11.1Bankruptcy Court shall retain exclusive jurisdiction, to the fullest extent permissible under law,over all matters arising in, arising under, or related to the Chapter 11 Cases and the Plan pursuantto, and for the purposes of, sections 105(a) and 1142 of the Bankruptcy Code and for, amongother things, the following purposes:

To enforce the terms of, and to hear and determine any motions, adversary(a)proceedings, applications, contested matters, or other litigated matters relating to, the GlobalSettlement Agreement and the Global Settlement Order;


42

To hear and determine any applications for the rejection of executory(b)contracts or unexpired leases and the allowance of Claims resulting therefrom;

To hear and determine any motions, adversary proceedings, applications,(c)contested matters, and other litigated matters pending on, or commenced by the LiquidationTrustee after, the Effective Date;

To determine and resolve controversies relating to the Liquidation Trust;(d)

To ensure that distributions to holders of Allowed Claims are(e)accomplished as provided herein;

To hear and determine all matters related to the allowance, disallowance,(f)liquidation, classification, priority, compromise, estimation or payment of any Claims or EquityInterests, including any objections to, or requests for estimation of, Claims or Equity Interests,whether filed, asserted, or made before or after the Confirmation Date;

To enter, implement or enforce such orders as may be appropriate in the(g)event that the Confirmation Order is for any reason stayed, reversed, revoked, modified orvacated;

To issue injunctions, enter and implement other orders, and take such(h)other actions as may be necessary or appropriate to restrain interference by any entity with theconsummation, implementation or enforcement of the Global Settlement Agreement, the Plan,the Confirmation Order or any other order of the Bankruptcy Court;

To hear and determine any applications to modify the Plan to cure any(i)defect or omission or reconcile any inconsistency in the Plan, or any order of the BankruptcyCourt, including the Confirmation Order, in such a manner as may be necessary to carry out thepurposes and effects thereof;

To hear and determine any applications for compensation for services(j)rendered and reimbursement of expenses incurred to the extent authorized to be paid orreimbursed under the Plan or the Bankruptcy Code;

To hear and determine disputes arising in connection with the(k)interpretation, implementation or enforcement of the Global Settlement Order, the Plan, theConfirmation Order, any transactions, distributions or payments contemplated hereby, or anyagreement, instrument, or other document governing or relating to any of the foregoing;

To hear and determine disputes arising in connection with statements for(l)fees and expenses incurred by counsel or any other professional retained by the LiquidationTrustee;

To take any actions and issue such orders as may be necessary to construe,(m)enforce, implement, execute, and consummate the Global Settlement Agreement or the Plan, orto maintain the integrity thereof following consummation;


43

To determine any other matters that may arise in connection with or are(n)related to the Global Settlement Agreement, the Plan, the Confirmation Order, or any othercontract, instrument, release or other agreement or document related to the Plan;

To hear and determine all disputes involving the existence, nature or scope(o)of the injunctions and releases granted under the Global Settlement Agreement, the Plan, theConfirmation Order, or the Bankruptcy Code;

To hear and determine any matters concerning state, local, or federal taxes(p)in accordance with sections 346, 505, and 1146 of the Bankruptcy Code (including any requestsfor expedited determinations under section 505(b) of the Bankruptcy Code);

To enforce all orders, judgments, injunctions, releases, exculpations,(q)indemnifications, and rulings entered in connection with the Chapter 11 Cases;

To consider and act on the compromise and settlement of any Claim,(r)Equity Interest, Cause of Action, or defense by, on behalf of, or against the Estates, to the extentthat Bankruptcy Court approval is required;

To hear and determine any rights, Claims, Equity Interests, or Causes of(s)Action held by or accruing to the Estates, the Liquidation Trust, and all related reserves pursuantto the Global Settlement Order, the Plan, the Bankruptcy Code, or any federal or state law;

To resolve any matters relating to the sale of property of the Debtors’(t)Estates;

To hear and determine any other matters related hereto and not(u)inconsistent with the Bankruptcy Code and title 28 of the United States Code;

To recover all assets of any of the Debtors and property of the applicable(v)Debtor’s Estate, wherever located, and to hear and determine all adversary proceedings or otherlitigations related thereto; and

To enter a final decree closing the Chapter 11 Cases.(w)

For the avoidance of doubt, nothing in this Section 11.1 of the Plan or any other provision of thePlan shall be construed to expand or limit the Bankruptcy Court’s jurisdiction beyond thatpermitted under applicable law.

ARTICLE XII


Payment of Statutory Fees. All fees payable pursuant to sectionSection 12.11930 of title 28 of the United States Code that are due and payable as of the Effective Date shallbe paid by the Liquidation Trustee on the Effective Date. All such fees that become due and


44

payable after the Effective Date shall be paid by the Liquidation Trustee with funds from theLiquidation Trust Expenses Reserve when such fees become due and payable.

Substantial Consummation. On the Effective Date, the Plan shallSection 12.2be deemed to be substantially consummated under sections 1101 and 1127(b) of the BankruptcyCode.

Exemption from Transfer Taxes. Pursuant to section 1146(a) ofSection 12.3the Bankruptcy Code, (a) the issuance, transfer or exchange of any security under, in furtheranceof, or in connection with, the Plan or (b) the assignment or surrender of any lease or sublease, orthe delivery of any instrument of transfer under, in furtherance of, or in connection with, thePlan, including, without limitation, any deed, asset purchase agreement, bill of sale, assignment,mortgage, deed of trust or similar document executed in connection with any disposition ofassets contemplated by the Plan (including real and personal property), shall not be subject toany stamp tax, real estate transfer tax, recording tax, sales tax, personal property tax, mortgagetax, use tax, or other similar tax, or any Uniform Commercial Code filing or recording fee orsimilar or other government assessment. The Confirmation Order shall direct the appropriatestate or local government officials or agents to forgo the collection of any such tax orgovernmental assessment and to accept for filing and recordation any of the foregoinginstruments or other documents without the payment of any such tax or governmentalassessment.

Tax Treatment of the Liquidation Trust. The Liquidation Trust isSection 12.4intended to qualify as a liquidating trust for U.S. federal income tax purposes that will be treatedas a pass-through entity. All parties must treat the transfer of the Liquidation Trust Assets to theLiquidation Trust as a transfer of such assets directly to the beneficiaries of the LiquidationTrust, followed by the transfer of such assets by each beneficiary to the Liquidation Trust.Consistent therewith, all parties must treat the Liquidation Trust as a grantor trust of which theLiquidation Trust’s beneficiaries are the owners and grantors. Assuming the Liquidation Trust istreated as a liquidating trust, the holders of Liquidation Trust Interests generally should betreated for U.S. federal income tax purposes as the direct owners of an undivided interest in theLiquidation Trust Assets. The Liquidation Trustee shall determine the fair market value of theLiquidation Trust Assets as soon as practicable after the Effective Date, and all parties shallconsistently use this valuation for all U.S. federal income tax purposes.

Determination of Tax Liabilities. The Liquidation Trustee (asSection 12.5applicable) shall, pursuant to section 505(b) of the Bankruptcy Code, have the right to request anexpedited determination of any unpaid liability of the Debtors’ Estates and the Liquidation Trustfor any tax incurred during the administration of the Chapter 11 Cases. As of the Effective Date,the Liquidation Trustee shall be responsible for preparing and filing any tax forms or returns onbehalf of the Debtors’ Estates; provided, however, that the Liquidation Trustee shall not beresponsible for preparing or filing any tax forms for holders of Equity Interests in the Debtors(which Equity Interests shall be canceled pursuant to the Plan), but shall provide such holderswith any information reasonably required to prepare such forms.

Withholding and Reporting Requirements. All distributions underSection 12.6the Plan shall be subject to federal, state, local, and foreign withholding taxes or other amounts


45

required to be withheld under any applicable law and such amounts shall be deducted andwithheld from any distributions made pursuant to the Plan. Any amount so deducted andwithheld shall be deemed paid to the holders of Allowed Claims. All holders of Allowed Claimsshall be required to provide to the Liquidation Trustee any information necessary to effectuatethe withholding of such taxes. Notwithstanding the foregoing, each holder of an Allowed Claimthat is to receive a distribution shall have the sole and exclusive responsibility for the satisfactionand payment of any tax obligations imposed by any governmental unit on account of suchdistribution. The Liquidation Trustee shall be authorized to take all actions necessary orappropriate to comply with such withholding and reporting requirements, including, withoutlimitation, establishing any mechanisms the Liquidation Trustee believes is reasonable andappropriate, including, without limitation, requiring claimholders to submit appropriate taxwithholding certifications.

Modification and Amendment. The Debtors may, with the priorSection 12.7written consent of the Creditors’ Committee and the Lenders, alter, amend, modify, orsupplement the Plan pursuant to section 1127(a) of the Bankruptcy Code at any time prior to theConfirmation Date. After the Confirmation Date and prior to substantial consummation of thePlan, the Debtors may, with the prior written consent of the Creditors’ Committee and theLenders, and upon order of the Bankruptcy Court, amend or modify the Plan in accordance withsection 1127(b) of the Bankruptcy Code, or remedy any defect or omission or reconcile anyinconsistency in the Plan as may be necessary to carry out the purpose and effects of the Plan. Aholder of a Claim against the Debtors that has accepted the Plan shall be deemed to haveaccepted the Plan as altered, amended, or modified if the proposed alteration, amendment, ormodification does not materially and adversely change the treatment of the Claim of such holder.

Severability. In the event that prior to the entry of theSection 12.8Confirmation Order, any term or provision of the Plan is held by the Bankruptcy Court to beinvalid, void, or unenforceable, the Bankruptcy Court, at the request of the Debtors, and with theprior written consent of the Creditors’ Committee and the Lenders, shall have the power to alterand interpret such term or provision to make it valid or enforceable to the maximum extentpracticable, consistent with the original purpose of the term or provision held to be invalid, void,or unenforceable, and such term or provision shall then be applicable as altered or interpreted.Notwithstanding any such holding, alteration, or interpretation, the remainder of the terms andprovisions of the Plan will remain in full force and effect and in no way will be affected,impaired or invalidated by such holding, alteration or interpretation. The Confirmation Ordershall constitute a judicial determination that each term and provision of the Plan, as it may havebeen altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant toits terms. If any separate Plan is unconfirmable, the Debtors, with the prior written consent ofthe Creditors’ Committee and the Lenders, shall have the right to sever that Plan and proceedwith the confirmation of all other Plans.

Notice of Entry of Confirmation Order and Relevant Dates. AsSection 12.9soon as reasonably practicable after entry of the Confirmation Order, the Debtors shall, asdirected by the Bankruptcy Court, publish and serve on all known parties in interest and holdersof Claims against, and Equity Interests in, the Debtors, notice of the entry of the ConfirmationOrder and all relevant deadlines and dates under the Plan, including, without limitation, theAdministrative Expense Claim Bar Date and the deadline for filing Rejection Damage Claims.


46

Courts of Competent Jurisdiction. In the event that the BankruptcySection 12.10Court abstains from exercising, or declines to exercise, jurisdiction or is otherwise withoutjurisdiction over any matter arising in, arising under, or related to the Chapter 11 Cases or thePlan, such abstention, refusal, or failure of jurisdiction shall have no effect upon and shall notcontrol, prohibit, or limit the exercise of jurisdiction by any other court having competentjurisdiction with respect to such matter.

No Admissions. As to contested matters, adversary proceedings,Section 12.11and other Causes of Action, the Plan shall not constitute or be construed as an admission of anyfact or liability, stipulation, or waiver, but rather as a statement made in settlement negotiations.The Plan shall not be construed to be conclusive advice on the tax and other legal effects of thePlan as to holders of Claims against, and Equity Interests in, the Debtors.

Currency. Where a Claim has been denominated in foreignSection 12.12currency on a proof of claim, the Allowed amount of such Claim shall be calculated in currencyof the United States of America based upon the conversion rate in place as of theCommencement Date and in accordance with section 502(b) of the Bankruptcy Code.

Governing Law. Except to the extent that the Bankruptcy Code orSection 12.13other federal law is applicable, or to the extent an exhibit, schedule, or supplement heretoprovides otherwise, the rights, duties, and obligations arising under the Plan and any agreements,documents and instruments executed in connection with the Plan (except as otherwise expresslyprovided in such agreements, documents, and instruments) shall be governed by, and construedand enforced in accordance with, the laws of the State of New York, without giving effect to theprinciples of conflict of laws of such jurisdiction.

Schedules, Exhibits and Supplements. All schedules, exhibits, andSection 12.14supplements to the Plan are incorporated into and are a part of the Plan as if set forth in fullherein. Copies of the schedules, exhibits, and supplements to the Plan may be accessed on thedocket electronically maintained by the clerk of the Bankruptcy Court or inspected in the officeof the clerk of the Bankruptcy Court during normal business hours.

Notices. Any notice required or permitted to be provided underSection 12.15the Plan to be effective shall be in writing (including by facsimile transmission) and, unlessotherwise expressly provided in the Plan, shall be deemed to have been duly given or made whenactually delivered or, in the case of notice by facsimile transmission, when received andtelephonically confirmed, addressed as follows:

if to the Debtors, to:(a)

BRACEWELL & GIULIANI LLP1251 Avenue of the AmericasNew York, NY 10020Attn: Robert G. Burns, Esq.Telephone: (212) 508-6100Facsimile: (212) 508-6101Email: [email protected]


47

if to RBS, to:(b)

CADWALADER, WICKERSHAM & TAFT LLPOne World Financial CenterNew York, NY 10281Attn: Gregory M. Petrick, Esq.

Ingrid Bagby, Esq.Sharon J. Richardson, Esq.

Telephone: (212) 504-6000Facsimile: (212) 504-6666Email: [email protected]

[email protected]@cwt.com

if to CA, to:(c)

WATSON, FARLEY & WILLIAMS (NEW YORK) LLP1133 Avenue of the AmericasNew York, NY 10036Attn: Alfred Yudes, Esq.

Jane Freeberg Sarma, Esq.Telephone: (212) 922-2200Facsimile: (212) 922-1512Email: [email protected]

[email protected]

if to NordLB, to:(d)

OTTERBOURG, STEINDLER, HOUSTON & ROSEN, P.C.230 Park AvenueNew York, NY 10169Attn: William M. Silverman, Esq.Telephone: (212) 661-9100Facsimile: (212) 682-6104Email: [email protected]

if to the Creditors’ Committee, to:(e)

BLANK ROME LLPThe Chrysler Building405 Lexington AvenueNew York, NY 10174Attn: Marc E. Richards, Esq.

Brian P. Devine, Esq.Telephone: (212) 885-5000Facsimile: (212) 885-5001Email: [email protected]


48

[email protected]

BLANK ROME LLPOne Logan Square130 North 18th StreetPhiladelphia, PA 19103-6998Attn: Michael B. Schaedle, Esq.

Stanley B. Tarr, Esq.Telephone: (215) 569-5500Facsimile: (215) 569-5555Email: [email protected]

[email protected]

Counterparts. This Plan may be executed in one or moreSection 12.16counterparts, which when taken together, shall constitute a single instrument.


Dated: New York, New YorkMay 7,June 13, 2012

MARCO POLO SEATRADE B.V.


CARGOSHIP MARITIME B.V.


MAGELLANO MARINE C.V.


SEAARLAND SHIPPING MANAGEMENTB.V.


EXHIBIT A

SCHEDULE OF SUB-CLASSES FOR CLASSES 1, 3, 4, 5, 6, 7, 8 AND 9


Marco Polo Seatrade B.V.

Seaarland Shipping Management B.V.

Set forth below are the sub-Classes for Class 1 (Other Priority Claims), Class 2(RBS Secured Claims), Class 3 (CA Secured Claims), Class 4 (Other Secured Claims), Class 5(General Unsecured Claims Against MPS and Magellano), Class 6 (General Unsecured ClaimsAgainst Cargoship and Seaarland), Class 7 (Subordinated Claims), Class 8 (MPS EquityInterests), and Class 9 (Subsidiary Equity Interests):

3.02 Magellano Marine C.V.

1.02

SUB-CLASSES FOR CLASS 4(OTHER SECURED CLAIMS) DEBTOR

SUB-CLASSES FOR CLASS 2 (RBS SECURED CLAIMS) DEBTOR

4.01 Marco Polo Seatrade B.V.

Magellano Marine C.V.

SUB-CLASSES FOR CLASS 1(OTHER PRIORITY CLAIMS)



4.03 Cargoship Maritime B.V.

1.01

1.03

4.04 Seaarland Shipping Management B.V.


SUB-CLASSES FOR CLASS 5(GENERAL UNSECURED

CLAIMS AGAINST MPS AND MAGELLANO) DEBTOR

Cargoship Maritime B.V.



SUB-CLASSES FOR CLASS 3(CA SECURED CLAIMS)


DEBTOR

DEBTOR

1.04

2

3.01



DEBTOR

SUB-CLASSES FOR CLASS 6(GENERAL UNSECURED

CLAIMS AGAINST CARGOSHIP AND SEAARLAND)

SUB-CLASSES FOR CLASS 8(MPS EQUITY INTERESTS) DEBTOR

DEBTOR

7.01



6.02

SUB-CLASSES FOR CLASS 9(SUBSIDIARY EQUITY

INTERESTS) DEBTOR


7.02


Magellano Marine C.V.

6.01

9.02 Cargoship Maritime B.V.

7.03

9.03 Seaarland Shipping Management B.V.



SUB-CLASSES FOR CLASS 7(SUBORDINATED CLAIMS)

3

7.04


EXHIBIT BCreditors’ Committee Support Letter

11-13634-jmp Doc 513-2 Filed 06/13/12 Entered 06/13/12 14:52:19 Exhibit B - Creditors Committee Support Letter (Blackline) Pg 1 of 4

4 Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Plan.

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF MARCO POLO SEATRADE B.V., ET AL.

June 13, 2012

To the Unsecured Creditors of Marco Polo Seatrade B.V. and Its Affiliated Debtors:

The Official Committee of Unsecured Creditors (the “Committee”) of Marco Polo SeatradeB.V., et al. (the “Debtors”), as the court-appointed fiduciary representing the interests ofunsecured creditors in the Debtors’ chapter 11 cases (the “Chapter 11 Cases”), writes thisletter to unsecured creditors to recommend that each unsecured creditor entitled to vote onthe Debtors’ Joint Plan of Liquidation Under Chapter 11 of the Bankruptcy Code (the“Plan”)4 vote in favor of the Plan. The Plan represents the culmination of extensive andprotracted negotiations among the Debtors, the Lenders (as defined below) and theCommittee, and implements the settlement set forth in that certain Global SettlementAgreement dated May 7, 2012 (the “Global Settlement Agreement”). The Committee issupportive of the Plan based upon the current facts and circumstances and furtherurges all unsecured creditors to consent and agree to the releases provided under thePlan.On July 29, 2011, each of the Debtors filed voluntary petitions for relief under chapter 11 ofthe Bankruptcy Code. On August 11, 2011, the Office of the United States Trustee for theSouthern District of New York appointed the Committee pursuant to section 1102 of theBankruptcy Code. The members of the Committee are: (i) Deutsche Schiffsbank AG; (ii)DS-Rendite-Fonds Nr. 123 Sapphire GmbH & Co. Tankschiff K.G.; and (iii) LigabueCatering S.r.l. The Committee has monitored these chapter 11 cases since its formation andhas been actively involved in all aspects of these Chapter 11 Cases. Further, the Committeehas been in regular contact with the Debtors or its advisers as the Debtors pursued otheralternatives during its reorganization process. Unfortunately, those efforts were notsuccessful and the Debtors have now sought to wind down their commercial activities andliquidate.

On May 7, 2012, the Debtors, Credit Agricole Corporate and Investment Bank (“CA”), TheRoyal Bank of Scotland plc (“RBS”), Norddeutsche Landesbank Girozentrale (“NordLB”)(collectively, the “Lenders”) and the Committee entered into the Global SettlementAgreement. On May 7, 2012, the Debtors filed the Plan and their proposed DisclosureStatement relating thereto. On May 8, 2012, the Debtors filed a motion seeking to, amongother things, approve the Disclosure Statement, establish procedures for the solicitation andtabulation of votes to accept or reject the Plan, and establish deadlines and procedures forfiling objections to confirmation of the Plan.

As described in the Disclosure Statement, the Plan is a plan of liquidation for each of theDebtors. The Plan divides general unsecured creditors into two Classes – Class 5 (MPS andMagellano General Unsecured Claims) and Class 6 (Cargoship and Seaarland GeneralUnsecured Claims). After turnover of CA Collateral and RBS Collateral to the Lenders,respectively, pursuant to the Global Settlement Agreement and the Liquidation TrustDocuments, the Plan establishes the Liquidation Trust, which will receive certain assets to beliquidated and distributed for the benefit of holders of Allowed Claims who are beneficiaries


of the Liquidation Trust, including certain rights under the Distribution Agreement. ThePlan contains a description of the assets being contributed to and liquidated by theLiquidation Trust. Creditors holding Allowed Claims against the Debtors will receive a prorata interest in the Liquidation Trust and will receive periodic distributions from theLiquidation Trust as the assets are liquidated.

The principal issues for consideration in connection with the Plan are the (a) reasonablenessof the compromises and settlements of the Debtors’ claims, potential claims, causes of actionand rights to certain assets resolved under the Plan, (b) reasonableness of the compromisesand settlements of intra-Debtor or intra-Estate disputes or issues under the Plan, (c)reasonableness of the compromises and settlements of the issues and disputes between theDebtors and the Lenders, (d) reasonableness of the distributions to be received by unsecuredcreditors and the resolution of certain intra-creditor disputes and issues, and (e) whether thebenefits of the settlements and compromises outweigh the results that could be achievedthrough litigation or whether litigation could result in better recoveries.

The Committee has considered the alternative of liquidation of the Estates under chapter 7 ofthe Bankruptcy Code, and weighed the risks and costs associated therewith. As liquidationunder chapter 7 would likely consume all of the assets currently available for distribution tounsecured creditors, confirmation of the Plan provides the only alternative for unsecuredcreditors to receive any recovery. Accordingly, given the facts and circumstances of theChapter 11 Cases, the Committee recommends that unsecured creditors vote in favor of thePlan. Further, failure to approve the Plan would eliminate certain highly advantageousprovisions in the Plan. These include RBS and CAs’ (in its capacity as agent) waiver of theirsignificant super-priority claim under the Bankruptcy Code and the deferral of theirsubstantial deficiency claim to share in the distribution with General Unsecured Creditorsuntil those creditors receive a 5% distribution.

Accordingly, the Committee recommends that all unsecured creditors vote in favor of the Plan by indicating your acceptance of the Plan, and where applicable, agree and consent to the releases provided under the Plan, on the ballot you will receive from the Debtors. Your ballot must be received by the ballot agent, Kurtzman Carson Consultants, LLC, by the Voting Deadline, which is indicated on your ballot.

Of course, before you cast your ballot, you should review the enclosed Plan, the Disclosure Statement and the exhibits to the Disclosure Statement in their entirety and you may want to consult your own legal and financial professionals.

Your vote to accept the Plan is crucial, no matter how large or small your claim maybe.Although the Committee, by this letter, expresses its support for the Plan, this letter does notnecessarily reflect the views of any of the individual Committee members, each of whichreserves any and all of its rights.


If you have any questions with respect to the Plan or treatment of your Claim, please contactthe Debtors’ counsel, Mark Dendinger, Esq., Bracewell & Giuliani LLP, at (860) 256-8541([email protected]) or Committee’s counsel, Stanley Tarr at (302) 425-6479([email protected]).

Very truly yours,

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF MARCO POLO SEATRADE B.V., et al.Blank Rome LLPThe Chrysler Building405 Lexington AvenueNew York, NY [email protected]

One Logan Square 130 North 18th StreetPhiladelphia, PA [email protected]

1201 Market Street, Suite 800Wilmington, DE [email protected]
