Contract analysis

I. Executive Summary This memorandum analyzes the Greek Debt Settlement & Insolvency Code (Law 4738/2020), which was enacted by the Hellenic Parliament and became effective on March 1, 2021. The Code consolidated and replaced Greece's prior fragmented insolvency framework — including the former Bankruptcy Code under Law 3588/2007, the pre-insolvency framework under Law 4307/2014, and the out-of-court workout regime u

1. Whether TSL would be eligible for proceedings under Law 4738/2020, and if so, in which forum and under what conditions;

2. The types of proceedings available under Law 4738/2020 — including out-of-court debt settlement, formal bankruptcy, and rehabilitation plans — and their respective suitability for TSL's circumstances;

3. How a Greek proceeding would interact with a TAI Chapter 11 under Chapter 15 of the U.S. Bankruptcy Code (11 U.S.C. §§ 1501–1532), which implements the UNCITRAL Model Law on Cross-Border Insolvency as adopted in the United States;

4. Recognition issues under Chapter 15, including the determination of TSL's center of main interests ("COMI") and the consequences of recognition as a foreign main proceeding;

5. Practical coordination challenges arising from parallel proceedings in Greece and the United States, including shared collateral, intercompany claims, mobile vessel assets, and the role of multiple creditor constituencies; and

6. Strategic recommendations regarding the advisability of commencing a Greek proceeding for TSL at this juncture. At present, the dual-track restructuring strategy contemplates a TAI-only Chapter 11 filing as the contingency plan if the out-of-court Restructuring Support Agreement ("RSA") is not successfully consummated. This memorandum provides contingency analysis should a Greek proceeding become advisable in the

II. Overview of Greek Law 4738/2020 — Debt Settlement & Insolvency Code A. Legislative Background and Structure Law 4738/2020, titled the "Debt Settlement and Insolvency Code" (Kodikas Diethetisis Ofeilon kai Parokhis Defteras Efkairias), was enacted by the Hellenic Parliament and published in Government Gazette A' 207/27.10.2020, with an effective date of March 1, 2021. The Code represented a significant modernizati

III. TSL's Eligibility and COMI Analysis A. Eligibility Under Law 4738/2020 There is no question that TSL is eligible for proceedings under Law 4738/2020. TSL is a Greek Société Anonyme, organized and existing under Greek corporate law (currently Law 4548/2018 on Sociétés Anonymes), registered with the Athens General Commercial Registry (G.E.MI.) under registration number corresponding to AFM 998214763, and headquart

IV. Chapter 15 Recognition of a Greek Proceeding A. Overview of Chapter 15 and the UNCITRAL Model Law Chapter 15 of the United States Bankruptcy Code (11 U.S.C. §§ 1501–1532) is the U.S. implementation of the UNCITRAL Model Law on Cross-Border Insolvency (1997). Enacted as part of the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005, Chapter 15 replaced former § 304 of the Bankruptcy Code, which had pr

1. A certified copy of the decision of the Athens Multi-Member First Instance Court opening the Greek insolvency proceeding for TSL;

2. A certificate from the Greek court confirming the existence of the foreign proceeding and the appointment of the foreign representative;

3. In the absence of the foregoing, any other evidence acceptable to the U.S. court of the existence of the foreign proceeding and the appointment of the foreign representative;

4. A statement identifying all foreign proceedings with respect to TSL that are known to the foreign representative; and

5. Evidence of TSL's COMI, including the location of its registered office, operational headquarters, senior management, principal banking relationships, and other relevant factors. All documents not in English must be accompanied by certified translations under Federal Rule of Bankruptcy Procedure 1004.2(b) and Local Rules of the Southern District of Texas. Timeline for recognition. Recognition under Chapter 15 can

V. Interaction Between a TSL Greek Proceeding and a TAI Chapter 11 A. Parallel Proceedings Scenario The most complex scenario that could arise involves TSL commencing a rehabilitation proceeding under Book III of Law 4738/2020 in the Athens Multi-Member First Instance Court while, simultaneously or sequentially, TAI files a Chapter 11 petition in the U.S. Bankruptcy Court for the Southern District of Texas (Houston D

Section 1528 of the Bankruptcy Code expressly contemplates this type of parallel proceedings scenario. Under § 1528, when a foreign main proceeding has been recognized and a U.S. case under the Bankruptcy Code is commenced with respect to the same debtor, any relief granted under Chapter 15 must be consistent with the relief available in the U.S. case. More broadly, Section 1529 provides that when a foreign main proc

VI. Strategic Analysis: Should TSL Commence a Greek Proceeding? A. Arguments in Favor of a Greek Proceeding There are several potential benefits to commencing a Greek proceeding for TSL under Law 4738/2020: Moratorium on Greek enforcement. A Greek proceeding would impose an immediate moratorium on all individual enforcement actions against TSL's assets located in Greece. This moratorium would cover the Piraeus and Th