Contract analysis

Section 1: Recitals and Background This term sheet (this "Term Sheet") sets forth the principal terms and conditions of a proposed Restructuring Support Agreement (the "RSA") to be negotiated and entered into among the following parties: (a) Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic, with its registered office at 15 Akti Poseidonos, Piraeus 1853

Section 2: Definitions The following defined terms shall have the meanings ascribed to them below, unless the context requires otherwise. Capitalized terms used but not defined in this Section 2 shall have the meanings ascribed to them elsewhere in this Term Sheet. "Ad Hoc Group" means the informal group of Senior Secured Lenders comprising Nordbank International AG ($137 million in commitments/outstanding), Harborst

Section 3: Amendment to Senior Secured Credit Facility The Restructuring Transactions contemplate a comprehensive amendment (the "Amendment" or "Amendment No. 1") to the Credit Agreement governing the Senior Secured Credit Facility, as set forth below. The Amendment shall be documented in a form reasonably acceptable to the Company, the Administrative Agent, and Senior Secured Lenders holding not less than . 3.1 Matu

Section 4: Mezzanine Notes Exchange 4.1 Exchange of Existing Mezzanine Notes The existing Mezzanine Notes in the aggregate outstanding principal amount of $112.3 million (including $12.3 million of capitalized PIK interest), held in their entirety by BMC, shall be cancelled and exchanged on the Closing Date for the following consideration: (a) New Second-Lien Notes: $60 million in aggregate principal amount of new se

Section 5: Treatment of Unsecured Notes 5.1 No Impairment The $50 million in aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 shall remain outstanding and unimpaired. No modification to the terms of the Unsecured Notes or the related indenture is proposed or required as part of the Restructuring Transactions. All economic terms of the Unsecured Notes—including the interest rate, maturity d

Section 6: Equity Contribution by KFO Holdings 6.1 New Money Contribution KFO Holdings SA shall contribute €35 million in new equity capital to TSL (approximately $38.2 million at the €1 = $1.0914 exchange rate as of the date hereof). The contribution shall be made in cash on or before the Closing Date by wire transfer of immediately available funds to an account designated by TSL. The equity contribution is an essen

Section 7: Asset Sales — Vessel Dispositions 7.1 Commitment to Sell As part of the Restructuring Transactions, TSL shall commit to sell six (6) older dry-bulk carriers from its fleet within twelve (12) months of the Closing Date (the "Vessel Disposition Program"). The six vessels to be designated for sale shall be selected by the Company in consultation with the Administrative Agent and KHP, based on criteria includi

Section 8: Treatment of Trade Creditors All trade creditors of TSL and TAI shall be paid in full in the ordinary course of business. As of September 30, 2022, total outstanding trade payables were approximately $38.7 million. No impairment, deferral, or modification of trade claims is proposed or contemplated as part of the Restructuring Transactions. The Company's principal trade creditors include the following: The

Section 9: Intercompany Note Restructuring 9.1 Amendment of Intercompany Note The $76.4 million subordinated intercompany promissory note issued by TAI in favor of TSL (the "Intercompany Note") shall be amended and restated in its entirety as follows: 9.2 Rationale The amendment of the Intercompany Note is designed to preserve TAI's cash flow for operating needs and debt service on the Senior Secured Credit Facility,

Section 10: Conditions Precedent to Closing The consummation of the Restructuring Transactions and the occurrence of the Closing Date shall be subject to the satisfaction (or waiver by the applicable parties) of each of the following conditions precedent: 10.1 Documentation (a) Execution and delivery of the definitive RSA by all Consenting Parties, in form and substance reasonably satisfactory to the Company, the Adm

Section 11: Milestones and Timeline The following milestones represent the targeted timeline for the negotiation, documentation, and consummation of the Restructuring Transactions. All dates are approximate except for the Outside Date, which is a firm deadline subject to extension only by mutual written agreement of the Consenting Parties. | Forbearance Agreement. The parties acknowledge that the current Forbearance

Section 12: Exclusivity and Standstill During the RSA implementation period (from the execution of the definitive RSA through the earlier of the Closing Date and the termination of the RSA in accordance with Section 13), the following exclusivity and standstill obligations shall apply: (a) Company Exclusivity. The Company shall not, directly or indirectly, solicit, initiate, encourage, or negotiate any alternative re

Section 13: Termination 13.1 Termination Events The RSA (or this Term Sheet, as applicable) may be terminated upon the occurrence of any of the following termination events: (a) Mutual Consent. By mutual written consent of the Company and Consenting Lenders holding a majority (by dollar amount) of the aggregate claims held by all Consenting Lenders. (b) Milestone Default. Upon the failure to achieve any milestone set

Section 14: Advisors and Professional Fees The Company acknowledges the engagement of the following professional advisors in connection with the Restructuring Transactions. The reasonable and documented fees and expenses of each of the following advisors (and their respective professionals) shall be paid by the Company in accordance with the terms of the applicable engagement letters, fee agreements, and the definiti

Section 15: Governing Law and Jurisdiction This Term Sheet and the definitive RSA shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction. Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state and federal co

Section 16: Miscellaneous 16.1 Non-Binding Nature This Term Sheet is intended as a summary of proposed terms and conditions for discussion purposes only and does not constitute a binding agreement, commitment, or obligation of any kind on the part of any party hereto, except that Section 12 (Exclusivity and Standstill), Section 13 (Termination), Section 15 (Governing Law and Jurisdiction), and this Section 16 (Miscel