Contract analysis
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Contract analysis / officers-certificate-form.docx
officers-certificate-form.docx
High · 0
Medium · 2
Standard · 1
1. Indenture (near-final, 5th draft, dated September 6, 2022), among the Co-Issuers, the
1. Indenture (near-final, 5th draft, dated September 6, 2022), among the Co-Issuers, the Guarantor Subsidiaries, Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (as Trustee), and Atlas Collateral Agency Pte. Ltd. (as Security Agent).
2. Purchase Agreement (near-final draft), among the Co-Issuers, the Guarantor Subsidiarie
2. Purchase Agreement (near-final draft), among the Co-Issuers, the Guarantor Subsidiaries, Kallistratos Maritime Holdings Ltd. (as limited parent guarantor), and the Initial Purchasers.
3. Registration Rights Agreement (near-final draft), among the Co-Issuers, the Guarantor
3. Registration Rights Agreement (near-final draft), among the Co-Issuers, the Guarantor Subsidiaries, and the Initial Purchasers.
4. Intercreditor Agreement (near-final, 3rd draft), among the Co-Issuers, the Guarantor S
4. Intercreditor Agreement (near-final, 3rd draft), among the Co-Issuers, the Guarantor Subsidiaries, the Trustee, the Security Agent, and such other parties as may be party thereto.
5. Deed of Ship Mortgage (form), covering the 28 Collateral Vessels, to be entered into b
5. Deed of Ship Mortgage (form), covering the 28 Collateral Vessels, to be entered into by the relevant fleet-owning Guarantor Subsidiaries in favor of the Security Agent.
6. Deed of Assignment of Earnings and Insurances (form), to be entered into by the releva
Medium
⚑ Assignment / subcontracting
6. Deed of Assignment of Earnings and Insurances (form), to be entered into by the relevant fleet-owning Guarantor Subsidiaries in favor of the Security Agent, with respect to the earnings and insurances relating to the Collateral Vessels.
7. Share Pledge Agreement — Thalassa Finance Pte. Ltd., pursuant to which TSL will pledge
7. Share Pledge Agreement — Thalassa Finance Pte. Ltd., pursuant to which TSL will pledge its shares in TFPL in favor of the Security Agent.
8. Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (form), pursuant to which
8. Share Pledge Agreement — Fleet-Owning Guarantor Subsidiaries (form), pursuant to which the relevant parent entities will pledge their shares in each fleet-owning Guarantor Subsidiary in favor of the Security Agent.
9. Assignment of Intercompany Loan Receivables ($365,000,000), pursuant to which the rele
Medium
⚑ Assignment / subcontracting
9. Assignment of Intercompany Loan Receivables ($365,000,000), pursuant to which the relevant intercompany loan receivables will be assigned to the Security Agent as additional collateral for the benefit of the holders of the Notes.
10. Paying Agent and Transfer Agent Agreement (near-final draft), among the Co-Issuers an
10. Paying Agent and Transfer Agent Agreement (near-final draft), among the Co-Issuers and the Trustee (acting in its capacity as paying agent, transfer agent, and registrar with respect to the Notes).
11. Form of Global Note — Rule 144A, representing Notes sold pursuant to Rule 144A under
11. Form of Global Note — Rule 144A, representing Notes sold pursuant to Rule 144A under the Securities Act (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10).
12. Form of Global Note — Regulation S, representing Notes sold pursuant to Regulation S
Standard
⚑ Commercial term
12. Form of Global Note — Regulation S, representing Notes sold pursuant to Regulation S under the Securities Act (proposed ISIN: XS2498731056; proposed Common Code: 249873105). Calderwood & Harkness LLP — Matter No. 1044-00004 — Client No. 80214-TSL FORM — PREPARED FOR EXECUTION AT CLOSING — UNEXECUTED Financial Metric | Amount / Value LTM Revenue (Q1 2022 annualized) | $687,400,000 LTM Adjusted EBITDA (Q1 2022 annu