Contract analysis

I. EXECUTIVE SUMMARY A. Purpose of the Playbook This document sets forth the comprehensive contingency plan for a voluntary Chapter 11 petition filing by Thalassa Americas Inc. ("TAI"), a Delaware C-Corporation and the wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme organized under the laws of the Hellenic Republic. The purpose of this playbook is to ensure th

II. PROPOSED FILING ENTITY AND ORGANIZATIONAL STRUCTURE A. Filing Entity: Thalassa Americas Inc. The proposed filing entity is Thalassa Americas Inc. ("TAI"), a Delaware C-Corporation and the wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme ("TSL"). TAI was incorporated in the State of Delaware on March 14, 2014, and has continuously maintained its corporate existence since that date. TAI's re

III. VENUE SELECTION AND ELIGIBILITY A. Proposed Venue C&H recommends that the Chapter 11 petition for Thalassa Americas Inc. be filed in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. This recommendation is based on the analysis of venue propriety and strategic considerations set forth below. B. Venue Basis Venue for a voluntary Chapter 11 petition is governed by 28 U.S.C. §

IV. CAPITAL STRUCTURE AND DEBT OVERVIEW A. Senior Secured Credit Facility The principal indebtedness of the Thalassa enterprise is the Senior Secured Credit Facility, the key terms of which are summarized below. Date of Agreement: June 15, 2019 Borrower: Thalassa Shipping & Logistics SA (with Thalassa Americas Inc. as co-borrower for the U.S. Tranche) Administrative Agent and Collateral Agent: Nordbank International

V. VALUATION CONTEXT A. Fleet Appraisal The value of TSL's fleet of 50 oceangoing vessels is the single most significant driver of the enterprise valuation and, accordingly, of the recovery analysis for each class of creditors. The most recent fleet appraisal was conducted by Drakos Maritime Valuations Ltd. Appraiser: Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, Managing Director; 28 Poseidonos Avenue, Pira

VI. DIP FINANCING A. Overview of Proposed DIP Facility Debtor-in-possession financing will be essential to fund TAI's ongoing operations during the Chapter 11 case. Without DIP financing, TAI would lack sufficient liquidity to pay employee wages, maintain terminal operations, fund critical vendor payments, and meet its obligations to the estate and the court. C&H has negotiated a proposed DIP financing facility on be

VII. CHIEF RESTRUCTURING OFFICER ENGAGEMENT A. CRO Provider C&H and KHP have identified and engaged, on a standby basis, a chief restructuring officer to serve as the operational leader of TAI during the Chapter 11 case. Firm: Alderney Management Advisors LLC, 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116 CRO Designee: Richard "Rick" Thornberg, age 58, Managing Director of Alderney Management Advisors

VIII. CASE TIMELINE AND KEY MILESTONES A. Pre-Filing Preparation (T-minus 48 Hours to Day 0) Upon the decision to file, the following pre-filing actions will be taken in the 48 hours preceding the petition date:

1. Activate CRO Engagement. Alderney Management Advisors will be notified, and Rick Thornberg will deploy to Houston to be on-site at TAI's principal office by the morning of the petition date.

2. Finalize All First-Day Declarations and Motions. All draft pleadings in the standby filing package (see Section XVI) will be reviewed, updated with current dates and financial figures, and finalized for filing.

3. Activate Claims and Noticing Agent. Pendleton Claim Services Inc. (Laura Pendleton, President; 1601 Elm Street, Suite 4200, Dallas, TX 75201) will be notified to activate its standby engagement for claims and noticing agent services. The engagement letter was signed on November 15, 2022, and Pendleton is prepared to deploy on 24 hours' notice.

4. Pre-Position DIP Credit Agreement Execution Copies. Final execution copies of the DIP Credit Agreement will be circulated to Nordbank International AG and Triton Credit Partners LP for signature. The DIP Credit Agreement has been substantially negotiated and is in a near-final form.

5. Board Resolutions. The TSL board of directors will convene (telephonic or video participation permissible under Greek corporate law and TSL's bylaws) to adopt resolutions authorizing the TAI Chapter 11 filing and appointing Rick Thornberg as CRO of TAI.

6. Greek Coordination. C&H will coordinate with Vassiliou & Demetriou Law Offices in Athens on Greek-side communications, regulatory notifications, and any parallel actions that may be required in Greece in connection with the TAI filing.

7. Communications Plan. Key employees, customers, and counterparties will be briefed in accordance with the communications strategy set forth in Section XII of this playbook. Pre-positioned communications materials (press release, employee FAQ, customer letter, vendor letter) will be finalized and readied for distribution. B. Day 1: Petition and First-Day Motions On the petition date, the following actions will be ta

1. Motion to Continue Cash Management System. This motion will seek authority to maintain TAI's existing bank accounts, cash management system, and intercompany fund flows between TAI and TSL. The motion will address the intercompany cash pooling arrangements and will propose separate accounting procedures to preserve estate assets and ensure transparency.

2. Motion to Pay Prepetition Employee Wages and Benefits. This motion will seek authority under §§363(b), 507(a)(4), and 507(a)(5) to pay all prepetition wages, salaries, health insurance premiums, 401(k) contributions, paid time off, and related employee obligations for TAI's approximately 680 U.S. employees.

3. Motion to Pay Critical Vendors. This motion will seek authority under §363(b) and the necessity doctrine to pay prepetition claims of critical vendors, including Olympian Fuel & Supply SA and other essential suppliers whose continued supply is necessary for TAI's operations as a going concern.

4. Motion to Pay Prepetition Taxes. This motion will seek authority to pay all prepetition federal, state, and local taxes, fees, and assessments in order to avoid penalties, interest accrual, and potential enforcement actions by taxing authorities.

5. Motion to Maintain Insurance Policies. This motion will seek authority to continue all prepetition insurance programs, including the directors and officers liability policy issued by Promontory Indemnity Insurance Co. (policy PII-DO-2022-08847, $25 million aggregate limit), as well as hull and machinery, protection and indemnity, and general liability coverage, all arranged through Seaward & Beckett Insurance Brok

6. Motion for Approval of DIP Financing (Interim and Final). This motion will seek interim and final approval of the $75 million DIP facility provided by Nordbank International AG and Triton Credit Partners LP, as described in Section VI of this playbook.

7. Motion for Joint Administration (Contingency). This motion has been prepared as a contingency in the event that one or more vessel-owning SPVs or other Thalassa entities are included as filing entities. The motion seeks procedural consolidation for administrative convenience; it does not seek substantive consolidation. Professional Retention Applications. TAI will file the following applications for court approval