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Contract analysis / fee-cap-extension-letter.docx
fee-cap-extension-letter.docx
High · 3
Medium · 3
Standard · 1
1. Reference to Existing Engagement Letter
Standard
⚑ Commercial term
1. Reference to Existing Engagement Letter I am writing in connection with the engagement letter dated March 10, 2023 (the "Engagement Letter") between Calderwood & Harkness LLP ("C&H" or the "Firm") and Thalassa Shipping & Logistics SA ("TSL" or the "Company"), pursuant to which C&H was retained to represent TSL in its capacity as Borrower in connection with the negotiation, documentation, and closing of a $150,000,
2. Current Fee Cap and Billing Status
High
⚑ Non-compete / exclusivity restraint
2. Current Fee Cap and Billing Status As set forth in Section 4 of the Engagement Letter, the parties agreed to a fee cap of Six Hundred Fifty Thousand Dollars ($650,000), exclusive of disbursements and third-party costs, for the legal services to be rendered by C&H in connection with the Facility (the "Fee Cap"). Disbursements — including filing fees, overnight courier charges, travel expenses, and third-party searc
3. Increased Scope and Complexity — Rationale for Fee Cap Modification
Medium
⚑ Forum / governing law
3. Increased Scope and Complexity — Rationale for Fee Cap Modification Since the commencement of the engagement, several factors have contributed to a significant and unanticipated increase in the documentary complexity and overall scope of the representation. I want to walk you through each of these factors in some detail so that you have full visibility into the basis for our request. (a) Security Document Package
4. Proposed Fee Cap Modification
High
⚑ Non-compete / exclusivity restraint
4. Proposed Fee Cap Modification In light of the foregoing, we respectfully propose that the Fee Cap be increased from $650,000 to $850,000, representing an increase of $200,000 (the "Proposed Fee Cap Increase"). As with the existing Fee Cap, the revised cap would be exclusive of disbursements and third-party costs. The Proposed Fee Cap Increase would provide adequate headroom for the completion of the following rema
5. Alternative — Time-Based Monitoring Without Formal Amendment
Medium
⚑ Liability cap to check against exposure
5. Alternative — Time-Based Monitoring Without Formal Amendment We recognize that TSL may prefer not to formally amend the Fee Cap at this time. In the event that the Company would rather maintain the existing arrangement, we would propose, as an alternative, that we proceed under the existing $650,000 Fee Cap, with the following undertakings by the Firm: (a) C&H will provide regular billing updates to you and to Dim
6. Anticipated Remaining Timeline
Medium
⚑ Assignment / subcontracting
6. Anticipated Remaining Timeline Notwithstanding the increased complexity described above, the transaction remains on track for a targeted closing in Q2/Q3 2023. The principal remaining milestones are as follows: • Delivery and completion of security document markups (ship mortgages, share pledges, assignments of earnings, assignments of insurances); • Finalization of a near-final credit agreement reflecting resolut
7. Requested Action
High
⚑ Non-compete / exclusivity restraint
7. Requested Action If TSL agrees to the Proposed Fee Cap Increase described in Section 4 above, we would ask that you countersign a copy of this letter in the space provided below and return it to us at your earliest convenience. This letter, once countersigned by TSL, would constitute a binding amendment to the Engagement Letter dated March 10, 2023, modifying the Fee Cap set forth therein from $650,000 to $850,000
8. Closing
8. Closing Aris, I want to express my sincere appreciation — and that of the entire C&H team — for the opportunity to continue working with you, Elena, Dimitrios, and the broader TSL organization on this important transaction. The Thalassa relationship is one that we value highly, and we are committed to delivering the highest quality of legal service as we work together to bring this refinancing to a successful clos