Contract analysis

I. Introduction of Engagement Calderwood & Harkness LLP ("C&H") has been engaged as counsel to TSL, a société anonyme organized under the laws of the Hellenic Republic, with its registered headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-owned subsidiary, TAI, a C-Corporation organized under the laws of the State of Delaware, with its principal office at 1400 McKinney Street, Suite 2200, Houston

II. Background and Context C&H has been briefed by the Companies and their financial advisor on the relevant background circumstances, and we wish to confirm our understanding of the current state of affairs for the record. We understand that TSL and TAI breached the Minimum Liquidity Covenant set forth in the Credit Agreement on September 15, 2022. As of that date, unrestricted cash and cash equivalents held by the

III. Identification of Counsel to the Ad Hoc Group C&H is aware that an informal Ad Hoc Group of Senior Secured Lenders (the "Ad Hoc Group") has been formed in connection with the restructuring discussions. We understand that the Ad Hoc Group is currently comprised of the following institutions and their respective outstanding positions under the Credit Agreement: We understand that the Ad Hoc Group has retained Whit

IV. Document Requests In order to complete C&H's review and analysis of the Companies' capital structure, contractual obligations, and available restructuring alternatives, we respectfully request that Nordbank, in its capacity as Administrative Agent and Collateral Agent, provide or arrange for the provision of the following documents and information at the earliest convenience. We have organized our requests by cat

1. Credit Agreement. The Senior Secured Credit Agreement dated as of June 15, 2019, among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the syndicate of Lenders party thereto, including all amendments, supplements, restatements, waivers, consents, and side letters executed or delivered to date. For the avoidance of doubt, th

2. Security and Collateral Documents. All security documents, collateral agreements, and related instruments executed in connection with the Credit Agreement, including without limitation: (a) ship mortgage documentation and related mortgages encumbering the fleet of 38 dry-bulk carriers and 12 container vessels (50 vessels in total); (b) the assignment of the Houston terminal lease and any related leasehold mortgage

3. Guarantee Agreements. All guarantee agreements, if any, among TSL, TAI, and any other guarantor entities, including any upstream, downstream, or cross-stream guarantees provided by the SPVs or any other affiliates of the Companies.

4. Agent and Lender Fee Letters. All agent fee letters between TSL and Nordbank (in its capacity as Administrative Agent and/or Collateral Agent) and any lender fee letters or similar arrangements. B. Intercreditor Agreement

5. Intercreditor Agreement. The Intercreditor Agreement dated as of June 15, 2019, between Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC ("BMC"), the holder of approximately $112.3 million in mezzanine notes bearing interest at 11.5% on a PIK toggle basis, secured by a second-priority lien on the same collateral package securing the Credit Agreement. This request includes all ame

6. Forbearance Agreement. The Forbearance Agreement dated as of October 10, 2022, including all exhibits, schedules, and attachments thereto, in fully executed form with all Lender signatures.

7. Related Correspondence. Any correspondence, notices, side agreements, or supplemental understandings entered into in connection with, or contemporaneously with, the execution of the Forbearance Agreement, including any term sheets, proposals, or indications of interest exchanged between the parties prior to the execution thereof.

8. Default Notices and Reservation of Rights Letters. Any and all notices of default, notices of Event of Default, acceleration notices, or reservation of rights letters issued by Nordbank (in its capacity as Administrative Agent) to TSL, TAI, or any other obligor under the Credit Agreement, prior to or in connection with the negotiation and execution of the Forbearance Agreement. D. Syndicate and Lender Information

9. Current Lender Register. A current and complete list of all Lenders in the syndicate, together with their respective commitments and outstanding principal amounts under each facility tranche. Our current understanding of the syndicate composition, based on information provided by the Companies, is as follows: We request that Nordbank confirm the accuracy of this information or provide an updated register reflectin

10. Loan Transfer Records. Records of any loan transfers, assignments, participations, or sub-participations effected since the original closing date of June 15, 2019, including copies of any assignment and assumption agreements, participation agreements, and related transfer documentation maintained by Nordbank in its capacity as Administrative Agent.

11. Voting and Consent Thresholds. A summary or confirmation of the applicable voting and consent thresholds under the Credit Agreement for amendments, waivers, enforcement actions, and other Lender actions requiring the consent of "Required Lenders" or any other specified voting threshold, including identification of any provisions requiring unanimous Lender consent or super-majority consent. E. Financial Reporting

12. Compliance Certificates. The most recent compliance certificates delivered by TSL to the Administrative Agent pursuant to the reporting requirements of the Credit Agreement, including specifically the compliance certificates for the fiscal quarters ended June 30, 2022 and September 30, 2022, together with the accompanying financial statements and officer's certificates.

13. Default Notices and Related Correspondence. All default notices, cure period notices, and related correspondence regarding the September 15, 2022 Minimum Liquidity Covenant breach and the September 30, 2022 breaches of the Maximum Net Leverage Ratio and Minimum Interest Coverage Ratio covenants, including any responses or communications from the Companies in connection therewith.

14. Cash Flow Projections. Any 13-week cash flow projections, business plans, or other financial projections previously delivered by the Companies (or on their behalf) to the Lenders or their financial advisor, Draycott Advisory Group LLC (Vanessa Chow, Partner). We understand that Draycott Advisory Group has been retained as the financial advisor to the Ad Hoc Group, and we request copies of any projections or finan

15. Inter-Creditor Correspondence Regarding Other Debt. C&H will separately obtain copies of the mezzanine note documentation governing the BMC notes and the Unsecured Notes indenture (with Garrison Trust Company, N.A. as indenture trustee, located at 100 Wall Street, 16th Floor, New York, New York 10005; CUSIP 87265BAB5), directly from the applicable parties. However, we request that Nordbank provide any inter-credi

16. Insurance Certificates and Evidence of Coverage. Any lender-required insurance certificates, binders, or evidence of coverage maintained by the Companies pursuant to the insurance covenants of the Credit Agreement, including: (a) hull and machinery insurance for the fleet; (b) protection and indemnity ("P&I") coverage; (c) loss of hire insurance, if applicable; and (d) the directors' and officers' liability insur

17. Vessel Mortgage Documentation. All vessel mortgage and ship mortgage documentation for the fleet of 50 vessels (comprising 38 dry-bulk carriers and 12 container vessels), including the original recorded mortgages, any amendments thereto, and certificates of ownership and encumbrance from the applicable flag state registries.

18. Fleet Appraisals. We understand that an updated fleet appraisal was conducted by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, principal) as of November 1, 2022, which valued the fleet at approximately $623 million, representing a decline of approximately $268 million (or 30.1%) from the January 2022 appraisal value of $891 million. We request copies of any prior appraisals, broker valuations, or desktop

V. Proposed Communication Protocols In the interest of preserving applicable privileges, facilitating orderly discussions, and ensuring that all stakeholders are appropriately informed, we propose that all substantive communications between C&H (on behalf of the Companies) and Nordbank (whether in its capacity as Administrative Agent, Collateral Agent, or as a Lender), as well as any communications with WCB on behalf

VI. Confidentiality We wish to confirm that all information and documents shared in connection with the restructuring discussions will be treated as strictly confidential by C&H and will be subject to the terms of any applicable confidentiality provisions contained in the Credit Agreement, the Forbearance Agreement, and any other agreements governing the exchange of confidential information among the parties and thei

VII. Closing We appreciate Nordbank's cooperation to date and the willingness of the Lender syndicate to engage in constructive dialogue during the standstill period. TSL and TAI remain committed to working collaboratively with Nordbank, the Ad Hoc Group, and the broader Lender syndicate toward a consensual resolution that addresses the interests of all stakeholders. Given the limited duration of the 90-day standstil