Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the trade creditor universe of Thalassa Americas Inc. ("TAI"), a Delaware C-Corporation with its principal office at 1400 McKinney Street, Suite 2200, Houston, TX 77010, in the context of the Chapter 11 contingency plan currently under development by this firm. As of September 30, 2022, TAI's aggregate trade payables totaled approximately $38.7 million

II. Background A. Overview of Thalassa Americas Inc. Thalassa Americas Inc. is a wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme ("TSL"), a Greek société anonyme headquartered at 42 Akti Miaouli, Piraeus 18538, Greece. TSL was founded in 1987 by the Kostandinos family and has grown into a mid-market international shipping and logistics enterprise with operations spanning dry-bulk cargo transp

III. Trade Creditor Universe — Composition and Analysis A. Aggregate Trade Payable Exposure As of September 30, 2022, TAI's total trade payables across all categories amounted to approximately $38.7 million. This figure is drawn from TAI's internal accounts payable ledger, as reconciled by Diana Restrepo and her finance team in coordination with KHP's restructuring analysis. The trade payable balance reflects amounts

IV. Legal Framework — Critical Vendor Motions Under §363(b) A. The Necessity-of-Payment Doctrine The authority to pay prepetition claims of critical vendors in a Chapter 11 case derives from the necessity-of-payment doctrine, which has its historical roots in the law of railroad receiverships. In the nineteenth and early twentieth centuries, federal courts overseeing railroad receiverships routinely authorized the pa

V. Legal Framework — §503(b)(9) Administrative Priority Claims A. Statutory Text and Requirements

Section 503(b)(9) of the Bankruptcy Code, added by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 ("BAPCPA"), provides administrative expense priority for: "the value of any goods received by the debtor within 20 days before the date of commencement of a case under this title in which the goods have been sold to the debtor in the ordinary course of such debtor's business." 11 U.S.C. §503(b)(9). T

VI. Identification of Proposed Critical Vendors A. Tier 1 — Essential / Sole-Source Vendors (Recommended for Critical Vendor Payment) Tier 1 vendors are those whose continued supply of goods or services is essential to TAI's ongoing operations and for which no commercially reasonable alternative exists or could be secured on a timely basis without material harm to the debtor's business. We recommend that these vendor

VII. DIP Budget and Cash Flow Implications The trade creditor analysis set forth in this memorandum has direct and significant implications for the DIP budget and the first-day cash management framework. As of this writing, TAI has received a term sheet, dated December 15, 2022, from Nordbank International AG and Triton Credit Partners LP for a $75 million DIP credit facility. The key terms of the proposed DIP facili

§503(b)(9) administrative expense claims. The estimated §503(b)(9) exposure of $3.5 million to $5.1 million must be reserved in the DIP budget as an administrative expense obligation that will come due either upon allowance of the claims or upon confirmation of the Chapter 11 plan. While §503(b)(9) claims are not typically paid on the first day, some vendors may assert a right to immediate payment, and the DIP budget

VIII. Strategic Considerations A. Leverage in Out-of-Court Negotiations The critical vendor analysis serves a dual purpose in the context of TAI's restructuring strategy. Its primary function is to prepare for a contingent Chapter 11 filing by identifying the vendors that would require critical vendor designation and quantifying the §503(b)(9) exposure that would arise in the event of a petition. However, the analysi

IX. Recommended Next Steps Based on the analysis set forth in this memorandum, we recommend the following next steps to advance the critical vendor and §503(b)(9) work stream in preparation for the contingent Chapter 11 filing:

1. Complete detailed vendor-by-vendor analysis. Working with Diana Restrepo and KHP (James Calloway), finalize the comprehensive trade creditor database that catalogs each vendor by name, amount owed, category of goods or services provided, TAI vs. TSL allocation, critical vendor tier designation (Tier 1, Tier 2, or Tier 3), and estimated §503(b)(9) component. This database will form the factual foundation for the cr

2. Prepare draft critical vendor motion. Draft the first-day motion seeking authority to pay prepetition claims of critical vendors pursuant to 11 U.S.C. §363(b)(1), together with the proposed order and supporting declaration. This motion is cross-referenced to the Draft First-Day Motion: Authority to Pay Critical Vendors, dated January 16, 2023. The declaration should be drafted for execution by Marcus Hale (Preside

3. Determine aggregate cap. Propose a critical vendor payment cap in the estimated range of $5 million to $8 million for inclusion in the DIP budget and the first-day critical vendor motion. The cap should be set at a level sufficient to cover the Tier 1 vendors identified in the vendor analysis, with a reasonable cushion for Tier 2 vendors that may need to be added via supplemental motion during the first weeks of t

4. Coordinate with DIP lenders. Ensure that the DIP budget, as set forth in the DIP Credit Agreement (marked draft dated December 22, 2022), includes adequate provision for critical vendor and §503(b)(9) payments. Engage with Nordbank International AG and Triton Credit Partners LP to confirm that the DIP facility's approved budget, milestones, and conditions do not restrict or unduly delay such payments. Anticipate p

5. Monitor maritime lien exposure. Continue to assess Olympian F&S and other potential maritime lien claimants in coordination with the maritime lien analysis. If Olympian F&S or any other fuel supplier files a maritime lien or threatens an in rem arrest proceeding, escalate the matter immediately for review and consider whether preemptive engagement or a protective order may be appropriate. 6.