Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Amended Credit Agreement" means Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023, among TSL, TAI, Nordbank International AG (as Administrative Agent and Collateral Agent), and the First-Lien Lenders party thereto, as the same may be further amended, supplemented, restated

Section 1.02 — Rules of Construction Unless the context otherwise requires: (a) headings and captions are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof; (b) the word "including" (and with correlative meaning, "include" and "includes") means including without limiting the generality of any description preceding such term; (c) references to "Sections,"

Section 1.03 — CUSIP References For informational purposes only, the following CUSIP numbers are referenced herein: • Term Loan A under the Amended Credit Agreement: CUSIP 87265BAA7 • Unsecured Notes (for reference only; not subject to this Agreement): CUSIP 87265BAB5 The inclusion of CUSIP numbers herein is for convenience only and shall not be deemed to create any obligation or affect the interpretation of any term

Section 2.01 — Relative Priorities of Liens Notwithstanding the date, time, manner, method, or order of grant, attachment, filing, recordation, or perfection of any Lien or security interest granted to the First-Lien Agent or the Second-Lien Holder, and notwithstanding any provision of the Uniform Commercial Code or any applicable law, or any First-Lien Credit Document or Second-Lien Credit Document, or any defect in

Section 2.02 — Nature of First-Lien Obligations Secured The first-priority Liens on the Collateral secure all First-Lien Obligations, as such obligations exist from time to time, including without limitation the obligations arising under the Amended Credit Agreement as in effect from time to time. As of the date hereof, the First-Lien Obligations include, without limitation: (a) the extended maturity date of June 15,

Section 2.03 — Nature of Second-Lien Obligations Secured The second-priority Liens on the Collateral secure all Second-Lien Obligations, including without limitation: (a) the principal amount of the New Second-Lien Notes in the amount of Sixty Million Dollars ($60,000,000); (b) all PIK interest accruing at 10.0% per annum that may accrue and be capitalized from time to time in accordance with the terms of the New Sec

Section 2.04 — Prohibition on Contesting Liens The Second-Lien Holder agrees that it shall not (and hereby waives any right to) contest, challenge, object to, or raise any defense to the validity, perfection, priority, or enforceability of any first-priority Lien on the Collateral securing the First-Lien Obligations, whether in any judicial, administrative, or other proceeding, including any Insolvency Proceeding, or

Section 2.05 — No New Liens Neither the Grantors nor any Party hereto shall grant, create, or permit to exist any Lien on the Collateral that ranks pari passu with or senior to the first-priority Liens securing the First-Lien Obligations, or that ranks pari passu with or senior to the second-priority Liens securing the Second-Lien Obligations, in each case except as expressly permitted under the Amended Credit Agreem

ARTICLE III — ENFORCEMENT RIGHTS AND STANDSTILL

Section 3.01 — Standstill on Second-Lien Enforcement Until the First-Lien Obligations have been Discharged in full, the Second-Lien Holder agrees that it shall not exercise or seek to exercise any rights or remedies (including setoff or recoupment) with respect to the Collateral (including, without limitation, foreclosure, collection, sale, lease, assignment, or other realization upon any Collateral, whether by judic

Section 3.02 — First-Lien Agent's Right to Enforce Until the First-Lien Obligations have been Discharged in full, the First-Lien Agent (acting at the direction of the Required First-Lien Lenders, or as otherwise authorized under the Amended Credit Agreement) shall have the exclusive right to enforce rights and remedies against the Collateral, including the right to foreclose upon, sell, collect, or otherwise realize

Section 3.03 — Cooperation in Enforcement If the First-Lien Agent exercises enforcement remedies with respect to the Collateral, the Second-Lien Holder shall cooperate with the First-Lien Agent and shall not object to, interfere with, or delay any such enforcement. Without limiting the generality of the foregoing, the Second-Lien Holder shall: (a) Upon written request of the First-Lien Agent, execute and deliver, at

Section 3.04 — Waiver of marshalling The Second-Lien Holder hereby waives any right it may have to require the marshalling of assets, to require the First-Lien Agent to proceed against any particular item of Collateral before proceeding against any other item, or to require the First-Lien Agent to apply the proceeds of any Collateral in any particular order. The Second-Lien Holder acknowledges that the First-Lien Age

Section 3.05 — Insurance and Condemnation Proceeds All insurance proceeds and condemnation awards or other payments received with respect to any Collateral, including without limitation proceeds of hull and machinery insurance, protection and indemnity insurance, loss-of-hire insurance, and any condemnation or eminent domain awards, shall be applied first to the First-Lien Obligations until such obligations are Disch

ARTICLE IV — INSOLVENCY PROCEEDINGS

Section 4.01 — Lien Priorities in Insolvency Proceedings The lien priorities established in Article II of this Agreement shall apply in full force and effect in any Insolvency Proceeding, whether under the Bankruptcy Code, Greek Law 4738/2020 (the Greek Debt Settlement and Insolvency Code, as amended), or any other applicable insolvency, reorganization, or liquidation law of any jurisdiction. The Second-Lien Holder s

Section 4.02 — DIP Financing The Second-Lien Holder hereby consents to, and shall not object to or oppose, any DIP Financing that is consented to by the First-Lien Agent (acting at the direction of the Required First-Lien Lenders), including any DIP Financing that is secured by Liens on the Collateral that prime the Second-Lien Holder's Liens, provided that: (a) The aggregate principal amount of the DIP Financing, to

Section 4.03 — Adequate Protection In any Insolvency Proceeding, the Second-Lien Holder shall not seek or accept adequate protection with respect to the Second-Lien Obligations other than a replacement Lien on the Collateral that is junior in priority to (a) all first-priority Liens securing the First-Lien Obligations, (b) any Liens securing DIP Financing consented to by the First-Lien Agent, and (c) any adequate pro

Section 4.04 — Relief from Automatic Stay The Second-Lien Holder shall not seek relief from the automatic stay imposed by Section 362 of the Bankruptcy Code, or any analogous provision under Greek Law 4738/2020 or any other applicable insolvency law, with respect to any Collateral, unless and until the First-Lien Agent has first obtained such relief or has consented in writing to the Second-Lien Holder's request for

Section 4.05 — Post-Petition Interest The Second-Lien Holder acknowledges and agrees that in any Insolvency Proceeding, post-petition interest, fees, costs, charges, and other amounts accruing on the Second-Lien Obligations may be limited, disallowed, or subordinated in accordance with applicable law, and the Second-Lien Holder shall not object to or contest the allowance of post-petition interest, fees, costs, and o

Section 4.06 — No Substantive Consolidation Challenge Neither the First-Lien Agent nor the Second-Lien Holder shall seek the substantive consolidation of the bankruptcy estates of TSL and TAI, or any other Grantor or subsidiary, in any Insolvency Proceeding, in a manner that would alter or adversely affect the lien priorities and intercreditor arrangements established by this Agreement. Nothing in this Section 4.06 s

Section 4.07 — Cross-Border Insolvency In the event that an Insolvency Proceeding is commenced under Greek Law 4738/2020 or any other non-U.S. insolvency law, and recognition of such proceeding is sought under Chapter 15 of the Bankruptcy Code or under any other applicable law providing for the recognition of foreign insolvency proceedings, the lien priorities, intercreditor arrangements, and other provisions of this

Section 4.08 — Asset Sales in Insolvency If any Collateral is sold, transferred, or otherwise disposed of pursuant to Section 363 of the Bankruptcy Code, or pursuant to any analogous provision of Greek Law 4738/2020 or any other applicable insolvency law, the Second-Lien Holder shall consent to such sale free and clear of its second-priority Liens, provided that the proceeds of such sale are applied in accordance wit

ARTICLE V — APPLICATION OF PROCEEDS AND PAYMENT WATERFALL

Section 5.01 — Waterfall All proceeds received from the sale, collection, foreclosure, or other realization upon any Collateral (including insurance and condemnation proceeds), and all distributions received in any Insolvency Proceeding with respect to any Collateral, shall be applied in the following order of priority: First: To the First-Lien Agent, for the payment of all reasonable and documented costs and expense

Section 5.02 — Turnover If the Second-Lien Holder receives any payment, distribution, or proceeds on account of the Collateral or in respect of the Second-Lien Obligations in contravention of the waterfall set forth in Section 5.01, whether by direct payment, setoff, enforcement, or otherwise, the Second-Lien Holder shall hold such payment, distribution, or proceeds in trust for the benefit of the First-Lien Claimhol

Section 5.03 — Subrogation Following the Discharge of all First-Lien Obligations, the Second-Lien Holder shall be subrogated to the rights of the First-Lien Claimholders to the extent of any payments or distributions made by the Second-Lien Holder that were turned over to the First-Lien Agent pursuant to Section 5.02 hereof. Such subrogation rights shall only become effective after the Discharge of all First-Lien Obl

ARTICLE VI — MODIFICATIONS TO FIRST-LIEN AND SECOND-LIEN DOCUMENTS

Section 6.01 — Amendments to First-Lien Credit Documents The First-Lien Agent and the First-Lien Lenders may, without the consent of the Second-Lien Holder, and without notice to the Second-Lien Holder (except as otherwise required by this Agreement), amend, supplement, restate, refinance, replace, or otherwise modify the First-Lien Credit Documents in any manner, including, without limitation: (a) Changes to the app

Section 6.02 — Amendments to Second-Lien Credit Documents The Second-Lien Holder may amend, supplement, or modify the Second-Lien Credit Documents without the consent of the First-Lien Agent, provided that no such amendment, supplement, or modification shall: (a) Increase the aggregate principal amount of the Second-Lien Obligations above Sixty Million Dollars ($60,000,000) plus accumulated PIK interest accrued and c

Section 6.03 — Amendments to This Agreement This Agreement may be amended, supplemented, restated, or otherwise modified only by a written instrument signed by the First-Lien Agent and the Second-Lien Holder. The consent of the Grantors shall be required only to the extent any such amendment, supplement, or modification directly and adversely affects the obligations, rights, or duties of the Grantors under this Agree

Section 7.01 — Second-Lien Holder Purchase Option The Second-Lien Holder shall have the option (but not the obligation), exercisable within ten (10) business days following receipt of a written notice from the First-Lien Agent (a "Pre-Enforcement Notice") that (a) the First-Lien Agent intends to commence enforcement action with respect to the Collateral, or (b) an Insolvency Proceeding has been commenced by or agains

Section 7.02 — First-Lien Agent Purchase Option The First-Lien Agent (acting at the direction of the Required First-Lien Lenders) shall have the option (but not the obligation), exercisable upon (a) the occurrence and continuance of an event of default under the Second-Lien Credit Documents, and (b) the commencement of enforcement action by the Second-Lien Holder with respect to the Collateral (including the delivery

Section 8.01 — Release of Second-Lien Liens upon Collateral Disposition If the First-Lien Agent releases or agrees to release its first-priority Liens on any item of Collateral in connection with a permitted disposition under the Amended Credit Agreement, the Second-Lien Holder's second-priority Liens on such item of Collateral shall be automatically and simultaneously released without any further action by or consen

Section 8.02 — Release upon Discharge of First-Lien Obligations Upon the Discharge of all First-Lien Obligations, the first-priority Liens on the Collateral securing the First-Lien Obligations shall be automatically released, and the Second-Lien Holder's second-priority Liens on the Collateral shall become first-priority Liens thereon. The First-Lien Agent shall, promptly following such Discharge, execute and deliver

Section 8.03 — Release upon Discharge of Second-Lien Obligations Upon the Discharge of all Second-Lien Obligations, the Liens on the Collateral securing the Second-Lien Obligations shall be automatically released without any further action by any Party. The Second-Lien Holder shall, promptly following such Discharge, execute and deliver to the Grantors such releases, termination statements, and other documents as may

ARTICLE IX — REPRESENTATIONS AND WARRANTIES

Section 9.01 — Representations of the First-Lien Agent Nordbank International AG represents and warrants to the Second-Lien Holder and the Grantors, as of the date hereof, as follows: (a) Organization and Good Standing. Nordbank International AG is an Aktiengesellschaft duly organized and validly existing under the laws of Switzerland, and has all requisite corporate power and authority to carry on its business as pr

Section 9.02 — Representations of the Second-Lien Holder Dralvecen Mezzanine Capital LLC represents and warrants to the First-Lien Agent and the Grantors, as of the date hereof, as follows: (a) Organization and Good Standing. Dralvecen Mezzanine Capital LLC is a limited liability company duly organized and validly existing under the laws of the State of Delaware, and has all requisite limited liability company power

Section 9.03 — Representations of the Grantors Each of the Grantors represents and warrants to the First-Lien Agent and the Second-Lien Holder, as of the date hereof, as follows: (a) TSL — Organization and Good Standing. TSL is a société anonyme duly organized and validly existing under the laws of the Hellenic Republic, registered with the Athens General Commercial Registry, and bearing Greek Tax Identification Numb

ARTICLE X — ADDITIONAL COVENANTS

Section 10.01 — Information Sharing The First-Lien Agent shall, upon written request by the Second-Lien Holder (such requests to be made no more frequently than quarterly), provide the Second-Lien Holder with written notice of: (a) any event of default that has occurred and is continuing under the Amended Credit Agreement; (b) any acceleration of the First-Lien Obligations; and (c) any enforcement action that has bee

Section 10.02 — Further Assurances Each Party hereto shall promptly execute and deliver such additional documents, instruments, and agreements, and take such further actions, as may be reasonably necessary or appropriate to effectuate the purposes and intent of this Agreement, including without limitation: (a) any filings with the U.S. Securities and Exchange Commission; (b) any filings with any Secretary of State or

Section 10.03 — Covenant of Grantors Each of the Grantors covenants and agrees that it shall not grant, create, or permit to exist any Lien on the Collateral except (a) Liens permitted by the Amended Credit Agreement, (b) Liens permitted by the New Second-Lien Notes Indenture, and (c) Liens that are consistent with the lien priorities established in this Agreement. The Grantors shall promptly notify the First-Lien Ag

Section 10.04 — Intercompany Note Subordination The Parties acknowledge that the Seventy-Six Million Four Hundred Thousand Dollar ($76,400,000) amended and restated intercompany promissory note from TAI to TSL (as amended, with a maturity date of December 2028 and an interest rate of 2.0% per annum) (the "Intercompany Note") is and shall remain fully subordinated to all First-Lien Obligations and all Second-Lien Obli

Section 11.01 — Discharge of First-Lien Obligations For purposes of this Agreement, "Discharge" of the First-Lien Obligations shall mean the occurrence of each of the following: (a) payment in full in cash of all principal, interest (including all accrued and unpaid interest, including PIK interest and default interest), fees (including the amendment fee of $5,400,000), expenses, and all other amounts constituting th