Contract analysis

Section 1.1 Defined Terms. As used in this Amendment, the following terms shall have the meanings set forth below: "Amendment" means this First Amendment to Forbearance Agreement, dated as of January 8, 2023, among the Loan Parties and the Agent, as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms. "Extended Standstill Period" means the peri

Section 1.2 Interpretation. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment mutatis mutandis. Without limiting the foregoing: (a) the headings and captions in this Amendment are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of this Amendment; (b) the words "herein," "hereof," "hereunder," and

ARTICLE II AMENDMENTS TO THE FORBEARANCE AGREEMENT

Section 2.1 Extension of Standstill Period. (a) The definition of "Standstill Period" as set forth in the Forbearance Agreement is hereby amended and restated in its entirety to read as follows: "Standstill Period" means the period from and including October 10, 2022 through and including March 8, 2023. (b) All references in the Forbearance Agreement to "January 8, 2023" as the expiration date of the Standstill Perio

Section 2.2 Updated Milestones. The milestones set forth in Section 5.1 of the Forbearance Agreement (and any related schedules or annexes thereto) are hereby deleted in their entirety and replaced with the milestones set forth in Section 3.1 of this Amendment. All references in the Forbearance Agreement to milestones, milestone dates, or conditions related thereto shall be deemed to refer to the milestones and miles

Section 2.3 Additional Deliverables. The Forbearance Agreement is hereby amended to add the additional deliverables set forth in Section 3.2 of this Amendment. The Loan Parties' obligations with respect to such additional deliverables shall be deemed covenants of the Loan Parties under the Forbearance Agreement, as amended by this Amendment, and the failure to satisfy such obligations (subject to any applicable cure

Section 2.4 Continuation of Forbearance. (a) Subject to the terms and conditions of the Forbearance Agreement as amended by this Amendment, including the conditions precedent set forth in Article V hereof and the termination events set forth in Article VI hereof, the Agent and the Lenders hereby agree to continue to forbear from exercising any and all rights and remedies available to the Agent and the Lenders under t

ARTICLE III MILESTONES AND DELIVERABLES

Section 3.1 Milestone Dates. The Loan Parties covenant and agree that they shall satisfy each of the following milestones (each, a "Milestone" and the dates set forth below, the "Milestone Dates") by the dates indicated: (a) February 15, 2023 (Term Sheet Delivery Date). On or before February 15, 2023, the Loan Parties shall deliver to the Agent and the Ad Hoc Group (through Whitfield, Crane & Burgess LLP and Draycott

Section 3.2 Additional Deliverables. In addition to the milestones set forth in Section 3.1, the Loan Parties covenant and agree to deliver the following additional information and documents to the Agent: (a) Initial Deliverables (Due January 17, 2023). Within five (5) business days of the date hereof (i.e., no later than January 17, 2023), the Loan Parties shall deliver to the Agent: (i) an updated thirteen (13)-wee

ARTICLE IV REPRESENTATIONS AND WARRANTIES

Section 4.1 Reaffirmation of Representations. Each Loan Party hereby represents and warrants to the Agent and each Lender that all representations and warranties set forth in Article III of the Forbearance Agreement are true and correct in all material respects as of the date of this Amendment (or, if any such representation or warranty is qualified by materiality, Material Adverse Effect, or a similar qualification,

Section 4.2 No Other Defaults. Each Loan Party hereby represents and warrants that, as of the date hereof and after giving effect to this Amendment, no Events of Default (other than the Specified Events of Default and the default described in Section 4.5 hereof) have occurred and are continuing under the Credit Agreement, the Collateral Documents, or any other Loan Document (as defined in the Credit Agreement). Witho

Section 4.3 Authorization. Each Loan Party hereby represents and warrants that it has taken all necessary corporate, organizational, and other action required to authorize the execution, delivery, and performance of this Amendment by such Loan Party, and that this Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid, and binding obligation of such Loan Party, enforceable

Section 4.4 No Material Adverse Change. Each Loan Party hereby represents and warrants that, since September 30, 2022 (the date of the most recent quarterly financial statements delivered to the Agent pursuant to the Credit Agreement), there has been no event, circumstance, development, or change that has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Credit Agreement) on t

Section 4.5 Unsecured Notes Default. Each Loan Party hereby discloses and represents as follows: On December 1, 2022, the Loan Parties failed to make the semi-annual interest payment in the amount of Two Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500) on the Fifty Million Dollars ($50,000,000) aggregate principal amount of 8.25% Senior Unsecured Notes due 2025 (Garrison Trust Company, as indenture truste

ARTICLE V CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 5.1 Conditions Precedent. This Amendment shall not become effective until each of the following conditions precedent has been satisfied (or waived in writing by the Agent): (a) Execution and Delivery. The Agent shall have received duly executed counterparts of this Amendment from each of (i) TSL, (ii) TAI, and (iii) the Agent (acting on behalf of and at the direction of the Required Lenders). (b) Required Len

Section 6.1 Automatic Termination. The forbearance set forth in the Forbearance Agreement as extended by this Amendment shall automatically terminate, and all rights and remedies of the Agent and the Lenders under the Credit Agreement, the Collateral Documents, and applicable law shall be fully and immediately restored (as if the forbearance had never been granted), upon the earliest to occur of any of the following

Section 6.2 Effect of Termination. (a) Upon the occurrence of any Termination Event, the forbearance granted pursuant to the Forbearance Agreement as amended by this Amendment shall immediately and automatically terminate without the requirement of any notice, demand, presentment, or other action by the Agent or any Lender. Upon such termination, the Agent and the Lenders shall be entitled to exercise, without furthe

ARTICLE VII RESERVATION OF RIGHTS

Section 7.1 No Waiver. (a) Nothing in this Amendment or in the Forbearance Agreement shall constitute a waiver of any Specified Event of Default, any other Event of Default (whether now existing or hereafter arising), or any right, power, or remedy of the Agent or any Lender under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement dated as of June 15, 2019 (between Nordbank International AG,

Section 7.2 Reservation by Loan Parties. (a) Nothing in this Amendment or the Forbearance Agreement shall constitute an admission by any Loan Party as to the amount, validity, priority, or enforceability of any claim, right, or remedy asserted by the Agent or any Lender, or a waiver by any Loan Party of any right, defense, counterclaim, or offset that any Loan Party may have, whether under the Credit Agreement, the C

Section 8.1 Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 8.2 Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and of the United States District Court for the Southern District of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Amendment, the Forb

Section 8.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission (includ

Section 8.4 Entire Agreement. The Forbearance Agreement, as amended by this Amendment (and together with any exhibits, schedules, and annexes hereto and thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings (wheth

Section 8.5 Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of each of the Loan Parties, the Agent, and each Lender, and their respective heirs, executors, administrators, successors, and permitted assigns. Nothing in this Amendment, express or implied, is intended to confer upon any Person (as defined in the Credit Agreement) other than the parties hereto and their respective succ

Section 8.6 Severability. If any provision of this Amendment is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment or invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the parties hereto shall n

Section 8.7 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Amendment shall be given in writing and shall be deemed to have been duly given when delivered in accordance with the notice provisions of Section 10.01 of the Credit Agreement, with copies as follows: If to the Loan Parties: Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli

Section 8.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience of reference only and shall not be deemed to limit, amplify, or modify the terms of this Amendment, nor affect the meaning or interpretation thereof.

Section 8.9 Relationship to Forbearance Agreement. Except as expressly amended, modified, or supplemented by this Amendment, all of the terms, conditions, covenants, representations, warranties, and other provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their respective terms. On and after the date hereof, each reference in the Forbearance Agreement to "this Agreement,"

1. Revenue / Cash Receipts: (a) Vessel revenues, broken down by (i) time charter hire revenues, (ii) voyage charter revenues, and (iii) contract of affreightment revenues, in each case reflecting the current average daily time charter equivalent ("TCE") rate, which was $11,200 per day for the third quarter of 2022; (b) Terminal revenues (Houston terminal operations); (c) Other operating revenue (freight forwarding, l

2. Operating Expenses / Cash Disbursements: (a) Vessel operating expenses (crew costs, insurance, repairs and maintenance, lubricants, stores, and provisions); (b) Voyage expenses (bunker fuel, port charges, canal tolls, and commissions); (c) Terminal operating expenses; (d) Shoreside general and administrative expenses; (e) Professional fees (including fees and expenses of KHP, Calderwood & Harkness LLP, and any oth

3. Debt Service: (a) Scheduled principal payments under the Credit Agreement (Term Loan A, Revolving Credit Facility, and Term Loan B); (b) Interest payments under the Credit Agreement (at the contractual rate of SOFR + 375 bps, with a separate line item showing the additional default interest accrual at 200 bps); (c) Scheduled principal and interest payments on the Mezzanine Notes ($112,300,000 held by Dralvecen Mez

4. Intercompany Flows: (a) Intercompany cash transfers between TSL and TAI, including amounts related to the intercompany note in the principal amount of $76,400,000 from TAI to TSL; (b) Intercompany management fees, overhead allocations, and cost-sharing arrangements; and (c) Dividends or distributions from vessel-owning SPVs to TSL.

5. Liquidity Tracking: (a) Beginning cash balance (unrestricted); (b) Net cash flow for each weekly period; (c) Ending cash balance (unrestricted); (d) Restricted cash balances (including vessel retention accounts and any escrow accounts); (e) Undrawn availability under the Revolving Credit Facility (currently $15,000,000 of the $200,000,000 commitment); (f) Total available liquidity (unrestricted cash plus undrawn a

6. Key Assumptions and Sensitivities: (a) A clear statement of the key assumptions underlying the 13-Week Cash Flow Forecast, including assumed TCE rates, bunker fuel prices, foreign exchange rates, and utilization rates; and (b) Sensitivity analysis showing the impact on projected cash flows and liquidity of: (i) a 10% decline in assumed TCE rates, (ii) a 15% increase in assumed bunker fuel costs, and (iii) the loss

1. Each of the representations and warranties of the Loan Parties set forth in Article IV of the Amendment is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date), and, with respect to

2. As of the date hereof, no Events of Default under the Credit Agreement have occurred and are continuing other than (a) the Specified Events of Default (as defined in the Forbearance Agreement and recited in Recital B of the Amendment) and (b) the Unsecured Notes Interest Default (as described in Section 4.5 of the Amendment).

3. Each Loan Party has taken all necessary corporate and organizational action to authorize the execution, delivery, and performance of the Amendment.

4. Since September 30, 2022, no Material Adverse Effect (as defined in the Credit Agreement) has occurred other than (a) the Specified Events of Default and (b) the decline in charter rates and fleet values previously disclosed to the Agent, including the decline in aggregate fleet valuation reflected in the Drakos Maritime Valuations Ltd. appraisal dated November 1, 2022.

5. The information delivered by the Loan Parties to the Agent in connection with the Amendment, including any financial information, is true, correct, and complete in all material respects as of the date of such delivery. IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of the date first written above. On behalf of THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME: By: ________ Name: