Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms As used herein, the following terms shall have the meanings set forth below: "Amendment" means this Amendment No. 1 to Credit Agreement, dated as of May 15, 2023, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders party hereto. "Amendment Effective Date" means the date on which all of the conditions precedent set forth in Article V hereof have been satisfi

Section 1.02 — Rules of Interpretation (a) Unless the context otherwise requires, (i) any reference to any agreement (including this Amendment, the Existing Credit Agreement, the Amended Credit Agreement, and any Loan Document) shall be deemed to include all amendments, restatements, supplements, and other modifications thereto from time to time, (ii) the words "hereof," "herein," "hereunder," and words of similar im

ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT Effective as of the Amendment Effective Date, and subject to the satisfaction or waiver of each of the conditions precedent set forth in Article V hereof, the Existing Credit Agreement is hereby amended as follows:

Section 2.01 — Maturity Date Extension (a) Section 2.09 of the Existing Credit Agreement is hereby amended by deleting the reference to "June 15, 2024" appearing therein and replacing it with "June 15, 2027" (the "Extended Maturity Date"). The Extended Maturity Date shall apply with respect to all Facilities under the Amended Credit Agreement, including the Term Loan A Facility, the Revolving Credit Facility, and the

Section 2.02 — PIK Conversion of Term Loan A Principal (a) Effective as of the Amendment Effective Date, Seventy-Five Million Dollars ($75,000,000) of the outstanding principal amount of the Term Loan A (the "PIK Conversion Amount") is hereby converted from cash-pay obligations to payment-in-kind ("PIK") obligations. From and after the Amendment Effective Date, interest accruing on the PIK Conversion Amount shall not

Section 2.03 — Revolving Credit Facility Commitment Reduction (a) The aggregate Revolving Credit Commitment under Section 2.01(b) of the Existing Credit Agreement is hereby permanently reduced from Two Hundred Million Dollars ($200,000,000) to One Hundred Fifty Million Dollars ($150,000,000) (the "Reduced Revolving Commitment"). (b) Each Lender's individual Revolving Credit Commitment shall be reduced on a pro rata b

Section 2.04 — Financial Covenant Amendments (a) Maximum Net Leverage Ratio. Section 7.11(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows: "(a) Maximum Net Leverage Ratio. The Borrower shall not permit the Net Leverage Ratio, calculated as of the last day of each fiscal quarter for the most recently completed four fiscal quarter period (the 'Test Period'), to exce

Section 2.05 — Waiver of Default Interest (a) All Default Interest (i.e., the additional two hundred (200) basis points per annum that accrued on outstanding Obligations during the continuation of any Event of Default, as provided in Section 2.08(c) of the Existing Credit Agreement) that has accrued under the Existing Credit Agreement from and after September 15, 2022 (the date on which the first Event of Default des

Section 2.06 — Waiver of Existing Events of Default (a) Each of the following Events of Default that has occurred and is continuing under the Existing Credit Agreement (collectively, the "Existing Events of Default") is hereby permanently waived, effective as of the Amendment Effective Date: (i) The breach of the Minimum Liquidity Covenant set forth in Section 7.11(b) of the Existing Credit Agreement, occurring on Se

Section 2.07 — Collateral and Security Provisions (a) The Collateral securing the Obligations under the Amended Credit Agreement shall remain unchanged from the Collateral described in the Existing Credit Agreement, the Security Documents, and the Mortgage Documents, and shall consist of first-priority liens on and security interests in the following assets (subject only to Permitted Liens): (i) thirty-eight (38) dry

Section 2.08 — Mandatory Prepayment from Vessel Sales (a) Section 2.11(b) of the Existing Credit Agreement is hereby amended to provide that one hundred percent (100%) of the net cash proceeds from the sale, transfer, or other disposition of any vessel constituting Collateral (after deducting reasonable and documented transaction costs, brokerage commissions, and taxes payable in connection with such sale) shall be a

Section 2.09 — Intercreditor Provisions (a) The amendments and waivers set forth herein are being made concurrently with, and are conditioned upon, the execution and delivery of that certain Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, by and between the Administrative Agent, in its capacity as first-lien agent on behalf of the Lenders, and Dralvecen Mezzanine Capital LLC, in its capacity a

Section 2.10 — CUSIP Reference The Senior Secured Credit Agreement Term Loan A CUSIP number remains 87265BAA7. The Administrative Agent shall update the facility records and any notices to trading platforms and clearing systems to reflect the amendments effected by this Amendment, provided that such CUSIP number shall continue to reference the Term Loan A Facility as amended hereby.

Section 3.01 — Amendment Fee (a) In consideration for the agreement of the Lenders to enter into this Amendment and to effect the amendments, waivers, and consents set forth herein, the Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender that executes and delivers a counterpart of this Amendment on or before the Amendment Effective Date, an amendment fee (the "Amendment Fee") equal

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.01 — Representations and Warranties of the Borrower Each of the Borrower and the U.S. Co-Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof and as of the Amendment Effective Date, as follows: (a) Organization and Good Standing. The Borrower is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republ

Section 4.02 — Representations and Warranties of the Administrative Agent The Administrative Agent represents and warrants to the Borrower, the U.S. Co-Borrower, and the Lenders that it has been duly authorized, by all necessary corporate and internal action, to execute and deliver this Amendment and to take the actions contemplated herein on behalf of itself and in its capacity as Administrative Agent and Collateral

ARTICLE V — CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 5.01 — Conditions to Amendment Effective Date The effectiveness of this Amendment and the amendments, waivers, and consents set forth herein is subject to the prior satisfaction (or waiver by the Administrative Agent at the direction of the Required Lenders) of each of the following conditions precedent: (a) Execution and Delivery. The Administrative Agent shall have received duly executed counterparts of thi

ARTICLE VI — REAFFIRMATION AND RATIFICATION

Section 6.01 — Reaffirmation of Loan Documents Except as expressly amended, waived, or modified by this Amendment, each of the Existing Credit Agreement and all other Loan Documents (including, without limitation, the Security Documents, the Guarantee Agreement, the Mortgage Documents, and the fee letters) shall remain in full force and effect and are hereby ratified, confirmed, and reaffirmed in all respects. Nothin

Section 6.02 — Reaffirmation of Security Interests Each of the Borrower and the U.S. Co-Borrower hereby ratifies, confirms, and reaffirms the grant of security interests and liens in the Collateral under the Security Documents, including the vessel mortgages, the general security agreements, the pledge agreements, and the accounts receivable assignments, and confirms that such security interests and liens (a) continu

Section 6.03 — Reaffirmation of Guarantees Each guarantor party to the Guarantee Agreement dated as of June 15, 2019, including each vessel-owning special purpose vehicle that is a Subsidiary of the Borrower and a guarantor thereunder, hereby ratifies, confirms, and reaffirms its guarantee obligations set forth in such Guarantee Agreement and confirms that such guarantee obligations extend to and cover all Obligation

ARTICLE VII — FORBEARANCE TERMINATION

Section 7.01 — Termination of Forbearance Agreement (a) Effective upon the Amendment Effective Date, the Forbearance Agreement, dated as of October 10, 2022 (as amended by the First Amendment to Forbearance Agreement, dated as of January 8, 2023, and the Second Amendment to Forbearance Agreement, dated as of March 8, 2023), by and among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders, is

Section 8.01 — Governing Law This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall

Section 8.02 — Jurisdiction; Venue (a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding ari