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Contract analysis / payoff-letter-request-meridian.docx
payoff-letter-request-meridian.docx
1044-00004 · 9 clauses
High · 1 Medium · 4 Standard · 2
1. Introduction and Background Medium
⚑ Assignment / subcontracting
1. Introduction and Background We write on behalf of Thalassa Shipping & Logistics SA, a société anonyme organized and existing under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece, and registered with the General Electronic Commercial Registry (GEMI) under No. 148276201000 ("TSL" or the "Borrower"). This letter has been prepared by Calderwood & Harkness LLP,
2. Request for Payoff Statement High
⚑ Indemnity / guarantee obligation
2. Request for Payoff Statement TSL hereby formally requests that Meridian deliver a written payoff statement (the "Payoff Letter") setting forth, in reasonable detail and with specificity, each of the following items as of a specified payoff date (the "Payoff Date"), which is anticipated to be October 15, 2022: (a) Outstanding Principal Balance. The total outstanding principal balance under the Meridian Facility as
3. Wire Transfer Instructions Standard
⚑ Commercial term
3. Wire Transfer Instructions TSL requests that the Payoff Letter include complete wire transfer instructions for the remittance of the Payoff Amount to Meridian, including, at a minimum, the following information: (a) The full legal name of the beneficiary bank at which funds are to be received. (b) The street address of such beneficiary bank. (c) The SWIFT/BIC code applicable to the receiving account. (d) The accou
4. Release and Discharge of Security Medium
⚑ Liability cap to check against exposure
4. Release and Discharge of Security In connection with the full repayment of the Meridian Facility, TSL requests that Meridian agree, in the Payoff Letter itself or in a separate release instrument to be executed and delivered concurrently with the receipt of the Payoff Amount, to the following undertakings, each to become effective automatically and irrevocably upon Meridian's receipt of the Payoff Amount in full:
5. Representations and Confirmations Requested Medium
⚑ Assignment / subcontracting
5. Representations and Confirmations Requested TSL respectfully requests that the Payoff Letter include each of the following representations, confirmations, and acknowledgments by Meridian: (a) Completeness of Payoff Amount. A confirmation that the Payoff Amount set forth in the Payoff Letter constitutes the entirety of all amounts owed by TSL, its subsidiaries, and its affiliates to Meridian under or in connection
6. Timing and Delivery Standard
⚑ Commercial term
6. Timing and Delivery Given the transaction timeline, TSL requests that the Payoff Letter, together with all supporting documentation (including, to the extent practicable, draft forms of the release and discharge documentation described in Section 4 above), be delivered to TSL and Calderwood & Harkness LLP no later than five (5) business days prior to the anticipated Payoff Date — that is, no later than approximate
7. Cooperation and Further Assurances
7. Cooperation and Further Assurances TSL respectfully requests that Meridian cooperate in good faith with TSL, its counsel (including Calderwood & Harkness LLP and Rajendra & Osman LLP, Singapore local counsel), and Atlas Collateral Agency Pte. Ltd. (as Security Agent under the Indenture) to facilitate the timely and orderly discharge of all existing security interests held by Meridian and the simultaneous or near-s
8. Contact Information
8. Contact Information For purposes of this request and all related communications, the primary contacts at TSL are as follows: Marina Demetriou Chief Financial Officer Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 35, Greece Telephone: [●] Email: [●] Alexandros Theodorakis General Counsel Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 35, Greece Telephone: [●] Email: [●] The legal counse
9. Reservation of Rights Medium
⚑ Forum / governing law
9. Reservation of Rights Nothing in this letter shall be construed as a binding commitment or obligation on the part of TSL to prepay the Meridian Facility on the anticipated Payoff Date or at any other time. The prepayment contemplated herein is contingent upon the successful closing of the Notes offering, which remains subject to prevailing market conditions, the satisfaction or waiver of applicable conditions prec