Contract analysis

I. Summary. Enclosed please find our third markup of the draft credit agreement for the captioned facility. We are pleased to report that significant progress has been made since the commencement of documentation negotiations. For context, the trajectory of open comments across the three rounds of markup has been as follows: • First Markup (delivered April 14, 2023): 847 open comments • Second Markup (delivered May 8

II. Key Items Resolved Since Second Markup We note that WJA (Harrison Caldwell, Partner, and Priya Subramanian, Senior Associate) has accepted the Borrower's positions on the following key items since our second markup:

1. SOFR Fallback Mechanics. The benchmark replacement provisions, including the term SOFR conventions, benchmark replacement waterfall, and conforming changes language, have been fully resolved. These provisions follow the ARRC-recommended hardwired approach and are now in agreed form.

2. Commitment Fee Step-Down Structure. The commitment fee has been agreed at 0.375% per annum on unused commitments, stepping down to 0.25% per annum at such times as utilization of the facility exceeds 50% of total commitments (i.e., the $75,000,000 utilization threshold). This reflects the Borrower's original proposal and was accepted by WJA in the third draft without further modification.

3. Financial Covenant Package (Article VII). The financial covenants are now fully agreed, reflecting the terms discussed and resolved on the negotiation call held on May 22, 2023, attended by all parties. The agreed financial covenant package is as follows: (a) Maximum Consolidated Net Leverage Ratio: 4.50:1.00 for the first two fiscal years following closing, stepping down to 4.00:1.00 beginning in Year 3, tested q

III. Remaining Open Points — Distribution by Category The 94 remaining open comments are concentrated in the following areas:

IV. Critical Open Points Requiring Client Input We wish to draw your particular attention to the following items, which represent the highest-priority open points and will likely be the focus of the next negotiation session with WJA:

1. Material Adverse Change Definition and Its Role (Comments 2, 16, and 78). This remains the single most contentious issue in the documentation. WJA has narrowed the MAC definition to exclude general market conditions and industry-wide conditions (a positive development), but the Borrower requires additional carve-outs for changes in applicable law or GAAP, seasonal freight rate fluctuations, transaction announcemen

2. Required Lender Voting Threshold (Comment 84). WJA's third draft defines "Required Lenders" as Lenders holding more than 66⅔% of total commitments. The Borrower proposes a 50% threshold, which is the prevailing market standard for revolving credit facilities of this nature. This point has significant implications for the Borrower's ability to obtain amendments, waivers, and consents going forward.

3. Change of Control Threshold (Comments 1 and 70). WJA has moved from 35% to 40% in the third draft; the Borrower requests 50%. Given Chairman Karadimitriou's current controlling interest and the family's long-term ownership structure, a 40% threshold creates an unnecessarily restrictive trigger. We recommend proposing a compromise at 50% with an exclusion for transfers among existing shareholders and family members

4. Restricted Payments Basket (Comment 53). The Borrower proposes a dividend capacity of 50% of Consolidated Net Income of the prior fiscal year, subject to appropriate conditions (no Event of Default, pro forma covenant compliance, pro forma collateral coverage ratio of at least 160%). WJA's third draft limits this to 25%. This is a significant commercial point for the Borrower's dividend policy.

5. Cross-Default Threshold (Comment 63). The Borrower proposes $10,000,000 versus WJA's $5,000,000 and further proposes that the trigger be limited to actual acceleration (not mere default) of other indebtedness.

V. Recommendation. We recommend that the Borrower schedule an all-hands negotiation call with WJA (Harrison Caldwell, Partner, and Priya Subramanian, Senior Associate) and the Administrative Agent (Catherine Hsiang, Meridian Atlantic Bank) at the earliest available date to discuss and attempt to resolve the remaining 94 open points, with particular focus on the five critical items identified above. We suggest allocat

ARTICLE I — DEFINITIONS AND INTERPRETATION Status Note: Mostly resolved. Six (6) remaining open comments in this Article (Comments 1–6).

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings specified below: "Administrative Agent" means Meridian Atlantic Bank, National Association, in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, together with any successor Administrative Agent appointed pursuant to Section 9.03. "Applicable Margin" means, with resp

Section 1.02 — Interpretation (a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the

Section 1.03 — SOFR Provisions The SOFR benchmark rate provisions, term SOFR conventions, benchmark replacement provisions, and conforming changes language have been fully agreed by the parties following extensive negotiation in connection with the first and second markups. The agreed provisions follow the Alternative Reference Rates Committee (ARRC) recommended hardwired fallback approach and include customary bench

ARTICLE II — THE REVOLVING CREDIT FACILITY

Section 2.01 — Revolving Commitments Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving credit loans (each, a "Revolving Loan" and collectively, the "Revolving Loans") to the Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment. The Commitments of each Lender as of the

Section 2.02 — Borrowings; Choice of Interest Rates Each Revolving Loan shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period plus the Applicable Margin, as determined by reference to the pricing grid set forth in the definition of "Applicable Margin." The Applicable Margin shall range from 2.25% to 3.25% based on the Borrower's Consolidated Net Leverage Ratio, as set forth in

Section 2.03 — Borrowing Requests The Borrower shall deliver an irrevocable Borrowing Request (in substantially the form of Exhibit A) to the Administrative Agent not later than 12:00 noon (New York City time) three (3) Business Days prior to the requested date of each Borrowing (or one (1) Business Day in the case of Swingline Loans), specifying (a) the aggregate principal amount of the requested Borrowing (which sh

Section 2.04 — Swingline Loans The Swingline Lender (Meridian Atlantic Bank, National Association) agrees, subject to the terms and conditions set forth herein, to make swingline loans (each, a "Swingline Loan") to the Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding not to exceed the Swingline Sublimit of $15,000,000; provided that the aggregate outst

Section 2.05 — Letters of Credit (a) General. Subject to the terms and conditions set forth herein, the LC Issuing Bank (Meridian Atlantic Bank, National Association) agrees to issue Letters of Credit for the account of the Borrower from time to time during the Availability Period in an aggregate face amount at any time outstanding not to exceed the LC Sublimit of $20,000,000; provided that the aggregate outstanding

Section 2.06 — Prepayments (a) Voluntary Prepayments. The Borrower may, upon not less than three (3) Business Days' prior irrevocable written notice to the Administrative Agent, prepay the Loans in whole or in part, without premium or penalty, in a minimum principal amount of $5,000,000 and in integral multiples of $1,000,000 in excess thereof (or, if less, the entire outstanding principal amount). Each voluntary pre

Section 2.07 — Commitment Reductions (a) Voluntary Reductions. The Borrower may, upon not less than three (3) Business Days' prior irrevocable written notice to the Administrative Agent, voluntarily reduce the Total Commitments in whole or in part; provided that (i) any such partial reduction shall be in a minimum amount of and in integral multiples of $1,000,000 in excess thereof, (ii) after giving effect to any suc

Section 2.08 — Fees (a) Commitment Fee. The Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a commitment fee (the "Commitment Fee") equal to the Commitment Fee Rate multiplied by the daily average unused amount of such Lender's Commitment during the applicable quarter. The Commitment Fee shall accrue from and including the Closing Date to but excluding the Maturity Date (or, if

Section 2.09 — Payments; Pro Rata Treatment; Computations All payments of principal, interest, fees, and other amounts under this Agreement shall be made to the Administrative Agent, for the account of the applicable Lenders, not later than 2:00 p.m. (New York City time) on the date on which such payment is due, in Dollars and in immediately available funds. The Administrative Agent shall promptly distribute to each

Section 2.10 — Taxes; Increased Costs; Illegality (a) Gross-Up; Tax Indemnity. All payments by the Borrower under this Agreement and the other Loan Documents shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes, except as required by applicable law. If the Borrower is required by applicable law to deduct or withhold any Taxes from or in respect of any payment made unde

ARTICLE III — REPRESENTATIONS AND WARRANTIES Status Note: This Article has the highest concentration of remaining open comments — approximately 35 of the 94 total open comments. Many of the disputes in this Article relate to the scope and specificity of representations, materiality qualifiers, and the continuing nature of certain representations. The Borrower represents and warrants to the Administrative Agent, the C

Section 3.01 — Organization; Powers The Borrower is a société anonyme duly organized, validly existing, and in good standing (to the extent such concept is applicable) under the laws of the Hellenic Republic (Greek Tax Identification Number (AFM): 094728361; GEMI Registration No.: 143209501000). Each Guarantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization

Section 3.02 — Authorization; Enforceability The execution, delivery, and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary corporate or other organizational action on the part of the Borrower and each such Guarantor. This Agreement has been duly executed and delivered by the Borrower and constitutes, and eac

Section 3.03 — No Conflict; Governmental Approvals (a) No Conflict. The execution, delivery, and performance by the Borrower and each Guarantor of this Agreement and the other Loan Documents to which it is a party do not and will not (i) violate any provision of the organizational documents of the Borrower or any Guarantor, (ii) any applicable law, rule, regulation, order, judgment, or decree binding upon or applicab

Section 3.04 — Financial Statements; No Material Adverse Change (a) Financial Statements. The Borrower has furnished to the Administrative Agent and the Lenders (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2022, and the related audited consolidated statements of income, comprehensive income, stockholders' equity, and cash flows for the fiscal year then ended, in e

Section 3.05 — Litigation Except as disclosed on Schedule 3.05 (Disclosed Litigation), there are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Borrower, threatened, against or affecting the Borrower or any of its Subsidiaries in any court or before any arbitrator or governmental authority that (a) , (b) seek injunctive or other equitable relief that could reasonably be expected

Section 3.06 — Compliance with Laws The Borrower and each of its Subsidiaries are in compliance with all applicable laws, rules, regulations, orders, judgments, and decrees of any governmental authority binding upon or applicable to the Borrower or any of its Subsidiaries or their respective properties. Comment 20. Borrower proposes a "material respects" qualifier for the compliance with laws representation and an ex

Section 3.07 — Environmental Matters Comment 21. Borrower requests that the environmental representations be restructured and narrowed as follows: (a) material compliance with Environmental Laws (adding an "in all material respects" qualifier), (b) no pending or threatened Environmental Claims that would reasonably be expected to result in liability exceeding $3,000,000 (WJA's third draft threshold: $1,000,000), and

Section 3.08 — Taxes The Borrower and each of its Subsidiaries have filed all required to be filed and have paid all due and payable by them, . Comment 23. Borrower requests that the tax representation include (a) a materiality threshold (filing of "material" tax returns, payment of "material" taxes) and (b) a carve-out for taxes being contested in good faith with adequate reserves. As a Greek entity with operations

Section 3.09 — ERISA / Employee Benefit Matters Comment 24. Borrower notes that as a Greek société anonyme, ERISA does not apply to the Borrower directly. The ERISA representations should be limited to any U.S. Subsidiaries or U.S. operations of the Borrower (if any). For the Borrower's Greek operations, compliance with Greek social security and pension requirements should be addressed separately with an appropriate

Section 3.10 — Ownership of Property; Liens The Borrower and each of its Subsidiaries have good and marketable title to, or valid leasehold interests in, all of their respective properties and assets (including the Mortgaged Vessels), free and clear of all Liens , except where the failure to have such title or interest, or the existence of such Liens, would not, individually or in the aggregate, reasonably be expecte