Contract analysis

I. INTRODUCTION AND RELIEF REQUESTED Thalassa Americas Inc. ("TAI"), a corporation organized under the laws of the State of Delaware (EIN 84-3291057), with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, and certain of its affiliated debtors and debtors in possession (collectively, the "Debtors" and each individually, a "Debtor"), by and through their proposed counsel, Calderwo

II. JURISDICTION AND VENUE This Court has jurisdiction to consider this Motion pursuant to 28 U.S.C. §§ 157 and 1334 and the Amended General Order of Reference from the United States District Court for the Southern District of Texas, dated October 16, 2012. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2). Venue is proper in the Southern District of Texas, Houston Division, pursuant to 28 U.S.C. § 1408 bec

III. BACKGROUND A. Overview of the Thalassa Enterprise TSL was founded in 1987 by the Kostandinos family in Piraeus, Greece, and has grown over a period of more than thirty-five years into a diversified shipping and integrated logistics enterprise of substantial scale. TSL is currently chaired by Dimitrios Kostandinos (age 71), the founding family patriarch, who holds approximately sixty-two percent (62%) of the equi

IV. LEGAL BASIS FOR JOINT ADMINISTRATION A. Bankruptcy Rule 1015(b) Federal Rule of Bankruptcy Procedure 1015(b) provides the legal authority for the relief sought herein. Rule 1015(b) states, in pertinent part: "If two or more petitions are pending in the same court by or against . . . a debtor and an affiliate, the court may order a joint administration of the estates." Fed. R. Bankr. P. 1015(b). TAI and the vessel

V. GROUNDS FOR JOINT ADMINISTRATION A. Common Ownership and Management All potential debtor entities that may file Chapter 11 petitions in this Court are wholly owned, directly or indirectly, by TSL. TSL holds one hundred percent (100%) of the equity of TAI and one hundred percent (100%) of the equity, directly or through intermediate holding entities, of each of the fourteen vessel-owning SPVs. The Thalassa enterpri

VI. DESCRIPTION OF POTENTIAL DEBTOR ENTITIES The following is a description of the debtor entities whose Chapter 11 cases are the subject of this Motion: Thalassa Americas Inc. ("TAI") — Lead Debtor. TAI is a corporation organized under the laws of the State of Delaware (C-Corporation). EIN: 84-3291057. Principal office: 1400 McKinney Street, Suite 2200, Houston, Texas 77010. Registered agent: Capitol Registered Agen

VII. PROPOSED CASE CAPTION AND ADMINISTRATION The Debtors respectfully request that all Chapter 11 cases filed by TAI and its affiliated debtor entities be jointly administered under Case No. __ (the lead case number to be assigned by the Clerk of Court to TAI's petition upon filing). The Debtors further request that the caption for all jointly administered cases read as follows: In re: THALASSA AMERICAS INC., et al.

VIII. PROFESSIONAL RETENTION CONTEXT The Debtors have engaged or propose to engage the following professionals to assist in the administration of their Chapter 11 cases: Proposed Counsel. Calderwood & Harkness LLP serves as proposed counsel to all Debtors. The engagement team includes Nathaniel Bower (Responsible Partner), Colette Whitman (Billing Partner), Amy Chesterton (Lead Associate), Nathan Ikeda (Working Assoc

IX. DIP FINANCING CROSS-REFERENCE Concurrently with the filing of the petition and first-day motions, the Debtors intend to file a motion — the Draft First-Day Motion: Approval of DIP Financing, dated January 18, 2023 — seeking interim and final approval of a $75 million superpriority debtor-in-possession credit facility (the "DIP Facility"). The DIP Facility will be provided by Nordbank International AG (as DIP Agen

X. CHAPTER 11 CONTINGENCY TIMELINE CROSS-REFERENCE The Contingency Playbook dated January 10, 2023, sets forth a detailed timeline for the Chapter 11 cases, including the following key milestones: These milestones contemplate a restructuring process of approximately ten (10) months from petition date to emergence. The ability to meet these milestones will depend on numerous factors, including the trajectory of the sh

XI. NOTICE Notice of this Motion has been provided, or will be provided at the time of filing, to the following parties: (a) The Office of the United States Trustee for the Southern District of Texas (Houston Division); (b) Nordbank International AG (Henrik Lüdemann, Managing Director), Bahnhofstrasse 78, 8001 Zürich, Switzerland, in its capacity as Administrative Agent and Collateral Agent under the Senior Secured C

XII. NO PRIOR REQUEST No prior request for the relief sought herein has been made to this or any other court.

XIII. PRAYER FOR RELIEF WHEREFORE, the Debtors respectfully request that this Court enter an order, substantially in the form of the Proposed Order attached hereto as Exhibit A:

1. Directing the joint administration of the Chapter 11 cases of Thalassa Americas Inc. and any affiliated debtor entities filing petitions in this Court, under a single lead case number assigned to Thalassa Americas Inc.;

2. Authorizing the use of a consolidated caption for all jointly administered cases, to read: "In re Thalassa Americas Inc., et al.";

3. Directing that a single claims register be maintained by the claims and noticing agent, Pendleton Claim Services Inc., with claims coded by individual debtor entity;

4. Directing that all notices, pleadings, motions, applications, orders, and other documents be filed on the consolidated docket;

5. Granting such other and further relief as this Court deems just and proper. Dated: January 19, 2023 Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Nathaniel Bower (Responsible Partner) Amy Chesterton (Lead Associate) Nathan Ikeda (Working Associate) 780 Third Avenue New York, New York 10017 Telephone: (212) 555-4000 Facsimile: (212) 555-4001 Proposed Counsel to the Debtors EXHIBIT A PROPOSED ORDER

1. The Motion is GRANTED as set forth herein.

2. The Chapter 11 cases of Thalassa Americas Inc. and its affiliated debtors that have filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in this Court shall be, and hereby are, jointly administered under Case No. __ for procedural purposes only.

3. The caption for all jointly administered cases shall read as follows: In re: THALASSA AMERICAS INC., et al., Debtors. Case No. __ Chapter 11 (Jointly Administered)

4. A single docket shall be maintained for all jointly administered cases. All pleadings, motions, applications, notices, orders, and other documents filed in the jointly administered cases shall be filed on the joint docket under the lead case number.

5. The claims and noticing agent, Pendleton Claim Services Inc., shall maintain a single claims register for the jointly administered cases. All claims filed in the jointly administered cases shall be coded by individual debtor entity to ensure accurate tracking, administration, and distribution.

6. This Order is without prejudice to the substantive rights of any creditor or other party in interest. Each Debtor's estate shall remain legally separate and distinct from the estate of every other Debtor. The joint administration of these cases shall not constitute, and shall not be construed to constitute, a substantive consolidation of the Debtors' estates.

7. Nothing in this Order shall be deemed to constitute a substantive consolidation of the Debtors' estates, an assumption or assignment of any contract or agreement, or a determination of the tax or other consequences of any transaction.

8. The Court retains jurisdiction to hear and determine all matters arising from or related to the implementation, interpretation, and enforcement of this Order.

9. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be effective immediately upon entry. ________________________________________ UNITED STATES BANKRUPTCY JUDGE Dated: ____ CERTIFICATE OF SERVICE I, Nathan Ikeda, an associate at Calderwood & Harkness LLP, proposed counsel to the Debtors, hereby certify that on January 19, 2023, a true and correct copy of the foregoing Motion of Debtors for Entry of an Order