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Contract analysis / payoff-letter-request-clearwater.docx
payoff-letter-request-clearwater.docx
High · 1
Medium · 4
Standard · 3
1. Introduction and Background
Standard
⚑ Commercial term
1. Introduction and Background Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic with its registered offices at 42 Akti Miaouli, Piraeus 185 35, Greece, is writing to you in connection with the bilateral secured ship finance facility (the "Clearwater Facility") entered into between TSL, as Borrower, and Clearwater Shipping Finance Ltd. ("Clearwa
2. Anticipated Closing Date and Payoff Date
Standard
⚑ Commercial term
2. Anticipated Closing Date and Payoff Date The anticipated closing and settlement date for the Notes offering is October 15, 2022 (the "Closing Date"), subject to prevailing market conditions and the satisfaction or waiver of customary conditions precedent set forth in the Purchase Agreement to be entered into among the Issuers, the Guarantors, and the Initial Purchasers. Accordingly, TSL respectfully requests that
3. Requested Payoff Information
High
⚑ Indemnity / guarantee obligation
3. Requested Payoff Information TSL requests that the Payoff Letter set forth, in reasonable detail, each of the following categories of information: 3.1 Outstanding Principal Amount Confirmation of the aggregate outstanding principal amount under the Clearwater Facility as of the Payoff Date, including the principal amount of each tranche or advance outstanding thereunder, if applicable. Based on TSL's records, the
4. Wire Transfer Instructions
Standard
⚑ Commercial term
4. Wire Transfer Instructions TSL requests that the Payoff Letter include complete and accurate wire transfer instructions for the payment of the Payoff Amount, in sufficient detail to enable TSL and its paying agent to effect a single wire transfer in United States Dollars in immediately available funds. Such wire transfer instructions should include, at a minimum, the following information: (a) the full legal name
5. Release and Discharge of Security
Medium
⚑ Assignment / subcontracting
5. Release and Discharge of Security 5.1 Identification of Existing Security TSL requests that the Payoff Letter identify, in a schedule or annex thereto, all security interests, liens, mortgages, charges, assignments, pledges, hypothecations, and other encumbrances of any kind or nature whatsoever granted by TSL or any of its subsidiaries (including any fleet-owning special purpose vehicles) in favor of Clearwater i
6. Representations and Confirmations Requested
Medium
⚑ Assignment / subcontracting
6. Representations and Confirmations Requested TSL requests that the Payoff Letter contain the following representations and confirmations from Clearwater: (a) Sufficiency of Payoff Amount. That the Payoff Amount set forth in the Payoff Letter constitutes the full, complete, and definitive amount necessary to satisfy, discharge, and extinguish all obligations, liabilities, and indebtedness of TSL and each of its subs
7. Context — Use of Proceeds and New Financing
Medium
⚑ Assignment / subcontracting
7. Context — Use of Proceeds and New Financing For Clearwater's information and reference, TSL provides the following summary of the proposed transaction giving rise to this request: The Issuers are proposing to offer, on a private placement basis pursuant to Rule 144A and Regulation S under the United States Securities Act of 1933, as amended, $400,000,000 aggregate principal amount of Senior Secured Notes due 2029.
8. Timing and Delivery
8. Timing and Delivery TSL requests that the Payoff Letter be prepared, executed, and delivered to TSL and its counsel no later than five (5) business days prior to the anticipated Closing Date, i.e., by approximately October 7, 2022. TSL recognizes that this timeline is ambitious and is prepared to work cooperatively with Clearwater and its counsel to ensure that the Payoff Letter can be finalized within this timefr
9. Contact Information for Questions
9. Contact Information for Questions Should Clearwater or its counsel have any questions, require any additional information, or wish to discuss any aspect of this request, please do not hesitate to contact any of the following persons: (a) Marina Demetriou, Chief Financial Officer, Thalassa Shipping & Logistics SA Tel: [●] Email: [●] (b) Alexandros Theodorakis, General Counsel, Thalassa Shipping & Logistics SA Tel:
10. Reservation of Rights
Medium
⚑ Notice / time limit to track
10. Reservation of Rights TSL wishes to make clear that this letter constitutes a request for the preparation and delivery of a Payoff Letter only, and does not constitute a notice of prepayment, a notice of termination, or any other formal notice under the Clearwater Facility or any related finance document. A formal notice of prepayment will be delivered by TSL to Clearwater separately and in accordance with the te