Contract analysis

Section 1.1 — Defined Terms As used in this Side Letter, the following terms shall have the meanings set forth below: "Amended and Restated Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement, to be dated on or about May 15, 2023, among Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC, as the same may be further amended, restated, supplemented, or otherwi

Section 1.2 — Incorporation of Credit Agreement Definitions Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings given to such terms in the Credit Agreement. In the event of any inconsistency between the definitions set forth in Section 1.1 of this Side Letter and the definitions set forth in the Credit Agreement, the definitions in the Credit Agreement shall control

ARTICLE II — VESSEL DISPOSITION UNDERTAKING

Section 2.1 — Covenant to Dispose of Designated Vessels TSL hereby irrevocably undertakes and covenants, for the benefit of the Agent and the Lender Syndicate, to use commercially reasonable efforts to sell, transfer, or otherwise dispose of all six (6) Designated Vessels to unaffiliated third-party purchasers on or before the Disposition Deadline (June 30, 2024). Each sale of a Designated Vessel shall be consummated

Section 2.2 — Estimated Aggregate Proceeds TSL and the Agent acknowledge and agree that the estimated aggregate gross proceeds from the disposition of all six Designated Vessels is approximately Seventy-Two Million United States Dollars ($72,000,000), based on the Drakos Appraisal dated November 1, 2022, adjusted for vessel aging, projected market conditions, and the anticipated timeline for the sales. The Parties ac

Section 2.3 — Sale Process Requirements (a) Engagement of Shipbroker. Within thirty (30) days of the Closing Date, TSL shall engage a reputable international shipbroker with demonstrated experience in the sale and purchase of dry-bulk vessels (the "Shipbroker") to market each of the Designated Vessels. The identity of the Shipbroker shall be subject to the Agent's prior written approval, which approval shall not be u

Section 2.4 — Minimum Price Floors (a) General Rule. TSL shall not consummate any sale of a Designated Vessel at a gross sale price that is less than the applicable Minimum Price Floor set forth on Schedule A hereto without the prior written consent of the Agent (acting at the direction of the Required Lenders). (b) Below-Floor Offers. In the event that the highest bona fide offer received for a Designated Vessel fol

Section 2.5 — Timeline and Milestones TSL shall comply with the following milestones in connection with the disposition of the Designated Vessels: (a) Within 30 days of the Closing Date (i.e., on or before July 30, 2023): Engage the Shipbroker in accordance with Section 2.3(a) and commence the active marketing of all six Designated Vessels. (b) Within 90 days of the Closing Date (i.e., on or before September 28, 2023

ARTICLE III — APPLICATION OF NET PROCEEDS

Section 3.1 — Mandatory Prepayment of Term Loan A All Net Proceeds from the sale of each Designated Vessel shall be applied as a mandatory prepayment of the Term Loan A in accordance with the mandatory prepayment provisions set forth in Section 2.05 of the Credit Agreement (as amended by the Amendment). Such prepayments shall be applied in inverse order of maturity to the remaining scheduled installments of the TLA (

Section 3.2 — Escrow Arrangements Until applied to the mandatory prepayment of the TLA in accordance with Section 3.1, all Net Proceeds from the sale of each Designated Vessel shall be deposited into a segregated deposit account (the "Proceeds Account") maintained by TSL with Nordbank International AG (in its capacity as Collateral Agent). The Proceeds Account shall be subject to a deposit account control agreement i

Section 3.3 — Shortfall If the aggregate Net Proceeds actually realized from the sale of all six (6) Designated Vessels are less than Sixty-Five Million United States Dollars ($65,000,000) (the "Minimum Aggregate Threshold"), TSL shall, within thirty (30) days of the Disposition Deadline (or, if all six Designated Vessels have been sold prior to the Disposition Deadline, within thirty (30) days of the completion of t

ARTICLE IV — LIEN RELEASE MECHANICS

Section 4.1 — Agent's Obligation to Release Liens Upon the satisfaction of the conditions set forth in Section 4.2, the Agent shall, on behalf of the Lender Syndicate, promptly execute and deliver such instruments, agreements, and documents (including, without limitation, mortgage discharges, deletions of registered encumbrances, UCC termination statements, and such other documents as may be required under the laws o

Section 4.2 — Conditions to Lien Release The Agent's obligation to release its first-priority liens on a Designated Vessel pursuant to Section 4.1 shall be subject to the prior satisfaction (or waiver by the Agent) of each of the following conditions: (a) Executed MOA. The Agent shall have received a true, complete, and fully executed copy of the Memorandum of Agreement (or other sale and purchase agreement) for the

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF TSL TSL hereby represents and warrants to the Agent as follows, in each case as of the date of this Side Letter and as of the Closing Date:

Section 5.1 — Organization and Good Standing TSL is a société anonyme duly organized and validly existing under the laws of the Hellenic Republic. TSL is registered with the Athens General Commercial Registry (G.E.MI.) under registration number 12984701000 and is in good standing under applicable Greek law. TSL has the corporate power and authority to own its properties and assets, to carry on its business as present

Section 5.2 — Authorization The execution, delivery, and performance of this Side Letter by TSL have been duly authorized by all necessary corporate action of TSL, including approval by TSL's board of directors (comprising, among others, Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman; and Georgios Andreadis, Chief Executive Officer). No further corporate or shareholder action on the part o

Section 5.3 — No Conflicts The execution, delivery, and performance of this Side Letter by TSL do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the articles of association and any shareholders' agreement) of TSL or any Vessel-Owning SPV; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with

Section 5.4 — Title to Designated Vessels TSL, through its respective Vessel-Owning SPVs, holds good and marketable title to each Designated Vessel, free and clear of all liens, claims, charges, encumbrances, and interests of any kind, other than (a) the first-priority ship mortgages and security interests granted in favor of the Agent under the Credit Agreement and the related collateral documents, and (b) the secon

Section 5.5 — Vessel Condition Each Designated Vessel is operational and in class with a classification society that is a member of the International Association of Classification Societies ("IACS"), with no outstanding conditions of class, recommendations, or memoranda that would materially impair the marketability, seaworthiness, or value of such Designated Vessel. TSL is not aware of any material defect, structura

Section 5.6 — Compliance with Sanctions and Anti-Corruption Laws No Designated Vessel has, during the three-year period prior to the date hereof, traded in violation of applicable sanctions laws, including sanctions imposed by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Nations Security Council, or the Swiss State Secretariat for Economic Af

ARTICLE VI — COVENANTS OF TSL TSL hereby covenants and agrees with the Agent as follows:

Section 6.1 — Maintenance of Vessels Pending Sale TSL shall, and shall cause each applicable Vessel-Owning SPV to, maintain each Designated Vessel in good operating condition and repair, consistent with prudent industry practices and the requirements of the applicable classification society, from the date hereof through the completion of the sale and delivery of such Designated Vessel to the purchaser. Without limiti

Section 6.2 — Information Covenants TSL shall provide the Agent with the following information in connection with the disposition of the Designated Vessels: (a) quarterly marketing update reports, in the form and with the content described in Section 2.3(b); (b) copies of all third-party appraisals, broker opinions of value, or other valuation analyses obtained by or on behalf of TSL in connection with the dispositio

Section 6.3 — No Encumbrances TSL shall not, and shall cause each applicable Vessel-Owning SPV not to, create, incur, assume, or permit to exist any additional lien, mortgage, charge, pledge, encumbrance, or security interest of any kind on or with respect to any Designated Vessel (other than customary maritime liens arising in the ordinary course of business and not yet due and payable), pending the completion of th

Section 6.4 — Tax Compliance TSL shall be solely responsible for, and shall timely pay or cause to be paid, all taxes, duties, assessments, and governmental charges of whatever nature arising from or in connection with the sale of each Designated Vessel, including, without limitation, any capital gains tax, value added tax, withholding tax, stamp duty, or transfer tax imposed by the Hellenic Republic, any flag state,

Section 6.5 — Cooperation TSL shall cooperate fully and in good faith with the Agent and the Lender Syndicate in connection with the disposition of the Designated Vessels and the lien release mechanics described in Article IV, including by executing and delivering such additional documents, instruments, and agreements as the Agent may reasonably request in order to effectuate the release of liens, the transfer of tit

ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default Each of the following shall constitute an "Event of Default" under this Side Letter: (a) Failure to Complete Midpoint Sales. TSL fails to consummate the sale of at least three (3) of the six (6) Designated Vessels within six (6) months of the Closing Date (i.e., by December 31, 2023), unless such failure is waived in writing by the Agent (acting at the direction of the Required Lenders

Section 7.2 — Remedies Upon the occurrence and during the continuance of an Event of Default under this Side Letter, the Agent (acting at the direction of the Required Lenders) may exercise any or all of the following remedies: (a) Replacement Shipbroker. Require TSL to terminate the engagement of the existing Shipbroker and engage a replacement shipbroker selected by the Agent, at TSL's sole cost and expense, to man

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Relationship to RSA and Credit Agreement This Side Letter is entered into pursuant to and in furtherance of the RSA and the restructuring transactions contemplated thereby. This Side Letter is intended to supplement, and not to supersede or amend, the provisions of the Credit Agreement (as amended by the Amendment) and the RSA. In the event of any conflict or inconsistency between the provisions of this

Section 8.2 — Notices All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by reputable overnight courier service, or (d) transmitted by electronic mail (with confirmation of receipt), in each case addressed as

Section 8.3 — Governing Law and Jurisdiction (a) Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of N

Section 8.4 — Amendments and Waivers No amendment, modification, supplement, or waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument duly executed by TSL and the Agent (acting at the direction of the Required Lenders). No waiver of any provision of this Side Letter shall constitute a continuing waiver of such provision or a waiver of any other provision, and no failu

Section 8.5 — Successors and Assigns This Side Letter shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. TSL may not assign or transfer its rights or obligations under this Side Letter without the prior written consent of the Agent (acting at the direction of the Required Lenders). The Agent may assign its rights and obligations hereunder in connection

Section 8.6 — Counterparts; Electronic Execution This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Side Letter may be evidenced by electronic signature (including signatures delivered in portable document format (PDF) via electronic mail or other electronic tr

Section 8.7 — Severability If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter or invalidate or render unenforceable such provision in any other jurisdiction. The remaining provisions of this Side Letter shall remain in full force and effect, and the Parties

Section 8.8 — Entire Agreement This Side Letter, together with the RSA, the Credit Agreement (as amended by the Amendment), the Forbearance Agreement, the Amended and Restated Intercreditor Agreement, and the other transaction documents referenced herein, constitutes the entire agreement between the Parties with respect to the vessel disposition undertaking contemplated herein and supersedes all prior negotiations, r

1. Appraised Values. The appraised values set forth above are derived from the independent fleet appraisal prepared by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022, and represent charter-free market values as of such date. Actual sale prices may differ from these appraised values based on prevailing market conditions, th

2. Minimum Price Floors. The Minimum Price Floors are set at approximately 85% to 90% of the respective Drakos Appraised Values and are subject to adjustment by mutual written agreement of TSL and the Agent pursuant to Section 2.4 of the Side Letter, including in the event that an updated appraisal by Drakos Maritime Valuations Ltd. (or another appraiser reasonably acceptable to both Parties) indicates a material cha

3. Vessel-Owning SPVs. Each Vessel-Owning SPV listed above is a wholly-owned direct subsidiary of TSL, organized under the laws of the Republic of the marshall Islands, the Republic of Liberia, or the Republic of Panama, as applicable. The equity interests (comprising 100% of the issued and outstanding shares) of each such Vessel-Owning SPV are pledged as collateral under the Credit Agreement and the related pledge a

4. Fleet Context. The Designated Vessels represent six of the 28 Panamax and Supramax dry-bulk carriers in TSL's fleet (three Panamax and three Supramax units) and constitute the oldest units within their respective vessel classes. The disposition of the Designated Vessels is intended to improve TSL's overall fleet age profile while generating deleveraging proceeds. [End of Schedule A] [Remainder of page intentionall