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Contract analysis / disengagement-file-closure-letter.docx
disengagement-file-closure-letter.docx
1044-00002 · 10 clauses
High · 1 Medium · 3 Standard · 3
1. Purpose of Letter and Confirmation of Closure
1. Purpose of Letter and Confirmation of Closure This letter confirms the formal closure of Calderwood & Harkness LLP's ("Calderwood & Harkness" or the "Firm") representation of Thalassa Shipping & Logistics SA ("Thalassa" or the "Company") in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Proposed Facility") that was to refinance the Company's existing $125,000,000 revolving
2. Background and Reason for Closure Standard
⚑ Commercial term
2. Background and Reason for Closure As you are aware, Calderwood & Harkness was engaged to represent Thalassa in its capacity as borrower in the negotiation and documentation of the Proposed Facility. Meridian Atlantic Bank, National Association ("Meridian Atlantic" or "MAB") was to serve as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the Proposed Facility, subject to the terms of the mandate l
3. Confirmation That No Documents Were Executed Medium
⚑ Assignment / subcontracting
3. Confirmation That No Documents Were Executed We wish to explicitly confirm, for the avoidance of doubt and for Thalassa's records, that no credit agreement, security document, guaranty, mortgage, pledge agreement, assignment, borrowing request, or any other transaction document was executed by any party in connection with the Proposed Facility. The transaction did not proceed to closing, and accordingly no binding
4. Summary of Work Performed Medium
⚑ Confidentiality undertaking
4. Summary of Work Performed Set forth below is a brief chronological summary of the key work product generated by Calderwood & Harkness during the course of the engagement. This summary is provided for reference purposes and is not intended to be an exhaustive catalogue of all work performed. A comprehensive document inventory, set forth in the Final Status Report & Document Inventory dated August 18, 2023, has been
5. Final Billing Summary High
⚑ Non-compete / exclusivity restraint
5. Final Billing Summary Set forth below is a summary of all professional fees and disbursements billed in connection with Matter No. 1044-00002, together with a reconciliation of payments received and the outstanding balance due. All amounts are stated in United States dollars. Fee Summary. Payments and Credits Outstanding Balance. We note that total professional fees of $412,850.00 represent approximately 63.5% of
6. Document Retention and File Disposition
6. Document Retention and File Disposition Calderwood & Harkness will retain all files and work product related to Matter No. 1044-00002 in accordance with the Firm's standard document retention policy (a copy of which was provided to Thalassa as Exhibit C to the Engagement Letter). Electronic files, including all drafts, correspondence, memoranda, research materials, and internal work product, will be maintained on
7. Return of Confidential Information Medium
⚑ Confidentiality undertaking
7. Return of Confidential Information Calderwood & Harkness will continue to treat all confidential and proprietary information received from Thalassa during the course of the engagement in strict accordance with the confidentiality obligations set forth in Section 9 of the Engagement Letter dated March 10, 2023. Those obligations survive the termination of the engagement and the closure of the matter. To the extent
8. Scope Limitations and No Ongoing Representation Standard
⚑ Commercial term
8. Scope Limitations and No Ongoing Representation We wish to confirm clearly that Calderwood & Harkness's representation of Thalassa in connection with the Proposed Facility has concluded as of August 25, 2023. From and after that date, no attorney-client relationship exists between the Firm and the Company with respect to this matter or any other matter, except to the extent that a separate engagement letter is in
9. Contact Information
9. Contact Information Any questions regarding this letter, the terms of disengagement, the final invoice, document retention, or any other aspect of the closure of this matter should be directed to the following members of the Calderwood & Harkness team: General Inquiries and Disengagement Matters: Ian Blackwood, Partner, Banking & Finance Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: +1 (
10. Closing Standard
⚑ Commercial term
10. Closing On behalf of the entire Calderwood & Harkness team, I wish to express our sincere appreciation for the opportunity to have represented Thalassa Shipping & Logistics SA in connection with the Proposed Facility. We have valued the collaborative working relationship that we developed with you and your colleagues over the course of this engagement, and we regret that the transaction could not be brought to a