Contract analysis

ARTICLE 1 — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms. Capitalized terms used but not otherwise defined in this Supplemental Indenture shall have the respective meanings assigned to such terms in the Indenture. In addition, the following terms shall have the meanings set forth below for all purposes of this Supplemental Indenture: "Effective Date" means the date on which this Supplemental Indenture is duly executed and delivered by all parti

Section 1.02 — Rules of Construction. (a) The interpretation and construction provisions of Section [●] of the Indenture shall apply to this Supplemental Indenture mutatis mutandis as if set forth herein in full, and the parties hereto agree that such provisions are incorporated herein by reference. (b) Unless the context otherwise requires, all references in this Supplemental Indenture to articles, sections, annexes

ARTICLE 2 — AGREEMENT TO BE BOUND; GUARANTEE

Section 2.01 — Accession to the Indenture. (a) The New Guarantor hereby unconditionally and irrevocably agrees to become a party to the Indenture as a "Guarantor" thereunder, with the same force and effect as if the New Guarantor had been an original signatory to the Indenture on the date thereof, and as if the New Guarantor had been named as a "Guarantor" in the preamble and the signature pages of the Indenture as o

Section 2.02 — Guarantee. (a) The New Guarantor hereby unconditionally and irrevocably guarantees, on a joint and several basis with each Existing Guarantor and each other Guarantor under the Indenture, to each holder of the Notes and to the Trustee and the Security Agent and their respective successors and assigns, the full and punctual payment and performance of the following obligations (collectively, the "Guarant

Section 2.03 — Nature of Guarantee. The Guarantee provided by the New Guarantor pursuant to Section 2.02 hereof is unconditional and absolute, and shall remain in full force and effect until the Guaranteed Obligations are irrevocably paid and performed in full in cash or until the Guarantee is released in accordance with Section 2.07 hereof, irrespective of, and shall not be affected, reduced, limited, impaired, disc

Section 2.04 — Limitation on Guarantee. (a) [Insert applicable limitation language, including but not limited to limitations required under corporate benefit, financial assistance, capital maintenance, thin capitalization, or similar rules applicable under the laws of [insert jurisdiction of the New Guarantor]. The specific limitation language must be tailored by local counsel qualified in the jurisdiction of organiz

Section 2.05 — Subrogation and Contribution. (a) Until all Guaranteed Obligations under the Indenture and the Notes have been irrevocably paid and performed in full in cash and the Indenture has been discharged or defeased in accordance with its terms, the New Guarantor hereby irrevocably and unconditionally agrees that it shall not exercise, and hereby waives, any right of subrogation, contribution, reimbursement, i

Section 2.06 — Reinstatement. If at any time any payment (or any part thereof) made by the Co-Issuers, the New Guarantor, or any other Guarantor in respect of the Guaranteed Obligations is rescinded, set aside, avoided, invalidated, declared to be fraudulent or preferential, or is required to be returned, repaid, or restored for any reason (including, without limitation, in connection with any insolvency, bankruptcy,

Section 2.07 — Release of New Guarantor. The Guarantee of the New Guarantor shall be automatically and unconditionally released and discharged, and the New Guarantor shall be released from all of its obligations under the Guarantee and this Supplemental Indenture, upon the occurrence of any of the following events, in each case in accordance with the terms and conditions set forth in Section [●] of the Indenture: (a)

Section 3.01 — Obligation to Provide Security. (a) The New Guarantor hereby acknowledges and agrees that, in connection with its accession as a Guarantor under the Indenture, it shall, if and to the extent required under Section [●] of the Indenture, promptly execute and deliver to the Security Agent (Atlas Collateral Agency Pte. Ltd.), for the benefit of the Trustee and the holders of the Notes, such additional Secu

Section 3.02 — Intercreditor Agreement. The New Guarantor hereby acknowledges and agrees to be bound by all of the terms, conditions, and provisions of the Intercreditor Agreement dated as of [●], 2022, among the Co-Issuers, the Guarantors (as defined therein), the Security Agent, and the Trustee, as amended, restated, supplemented, or otherwise modified from time to time (the "Intercreditor Agreement"), as if the Ne

ARTICLE 4 — REPRESENTATIONS AND WARRANTIES OF THE NEW GUARANTOR The New Guarantor hereby represents and warrants to each of the other parties hereto, as of the Effective Date, as follows:

Section 4.01 — Organization and Existence. The New Guarantor is a [insert entity type] duly organized, validly existing, and in good standing (or, if applicable, in equivalent status) under the laws of [insert jurisdiction]. The New Guarantor has all necessary corporate or other entity power and authority to own, lease, and operate its assets and properties, to conduct its business as presently conducted and as propo

Section 4.02 — Authorization. The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture, the Guarantee, and the Security Documents to which it is or will become a party have been duly authorized by all necessary corporate or other entity action on the part of the New Guarantor, including all required resolutions of its board of directors (or equivalent governing body), shareholders,

Section 4.03 — Enforceability. This Supplemental Indenture has been duly executed and delivered by the New Guarantor and constitutes the legal, valid, and binding obligation of the New Guarantor, enforceable against the New Guarantor in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, reorganization, judicial management, and other similar laws affecting the enforcement of creditors

Section 4.04 — No Conflicts. The execution, delivery, and performance by the New Guarantor of this Supplemental Indenture, the Guarantee, and the Security Documents to which it is or will become a party do not and will not: (a) violate, conflict with, or result in a breach of, or constitute a default under, the certificate of incorporation, articles of association, memorandum of association, bye-laws, operating agree

Section 4.05 — Governmental Approvals. No consent, approval, authorization, license, permit, order, registration, qualification, or filing of or with any governmental authority, regulatory body, or self-regulatory organization is required for the execution, delivery, or performance by the New Guarantor of this Supplemental Indenture, the Guarantee, or the Security Documents to which it is or will become a party, or f

Section 4.06 — Litigation. There are no pending or, to the knowledge of the New Guarantor after due inquiry, threatened actions, suits, claims, investigations, arbitrations, or proceedings (whether at law, in equity, or before any governmental authority) against or affecting the New Guarantor or any of its assets or properties that could reasonably be expected to have a material adverse effect on (a) the financial co

ARTICLE 5 — CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 5.01 — Conditions. This Supplemental Indenture, and the obligations of the New Guarantor hereunder (including the Guarantee), shall become effective upon satisfaction (or waiver by the Trustee, in its sole discretion) of each of the following conditions precedent: (a) Execution and Delivery. This Supplemental Indenture shall have been duly executed and delivered by the New Guarantor, the Co-Issuers (acting th

ARTICLE 6 — MISCELLANEOUS PROVISIONS

Section 6.01 — Notices. (a) All notices, requests, demands, consents, instructions, and other communications to or upon the New Guarantor under or in connection with this Supplemental Indenture or the Indenture shall be in writing and shall be given in accordance with Section [●] of the Indenture (which section is hereby incorporated herein by reference) to the New Guarantor at the address set forth on the signature

Section 6.02 — Ratification of Indenture. (a) Except as expressly supplemented, amended, or modified by this Supplemental Indenture, the Indenture is and shall remain in full force and effect, and all of its terms, conditions, covenants, agreements, representations, and warranties are hereby ratified and confirmed in all respects. In the event of any conflict or inconsistency between the terms of this Supplemental In

Section 6.03 — Governing Law. This Supplemental Indenture, and any non-contractual obligations arising out of or in connection with this Supplemental Indenture, shall be governed by and construed in accordance with the laws of the Republic of Singapore, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.

Section 6.04 — Jurisdiction. (a) Each party hereto irrevocably and unconditionally submits, for itself and its assets and properties, to the exclusive jurisdiction of the courts of the Republic of Singapore for the purpose of any suit, action, or proceeding arising out of or relating to this Supplemental Indenture, the Guarantee, or the transactions contemplated hereby, and each party hereto irrevocably and unconditi

Section 6.05 — Waiver of Immunity. To the extent that the New Guarantor or any of its assets, revenues, or properties may be entitled to any immunity from suit, jurisdiction of any court, attachment prior to or in aid of execution, execution of a judgment, setoff, or any other legal process or remedy, the New Guarantor hereby irrevocably and unconditionally waives such immunity to the fullest extent permitted by appl

Section 6.06 — Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Supplemental Indenture by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of

Section 6.07 — Successors and Assigns. This Supplemental Indenture shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors, assigns, heirs, administrators, and legal representatives. No party hereto may assign its rights or delegate its obligations under this Supplemental Indenture except in accordance with the terms of the Indenture.

Section 6.08 — Trustee's Protections. (a) The Trustee shall not be responsible for the validity, sufficiency, or enforceability of this Supplemental Indenture, the Guarantee, or any Security Document delivered in connection herewith, and makes no representation or warranty with respect thereto. (b) The Trustee shall be entitled to all protections, immunities, rights, powers, privileges, and indemnities afforded to it

Section 6.09 — Security Agent's Protections. (a) The Security Agent shall not be responsible for the validity, sufficiency, or enforceability of this Supplemental Indenture, the Guarantee, or any Security Document delivered in connection herewith, and makes no representation or warranty with respect thereto. (b) The Security Agent shall be entitled to all protections, immunities, rights, powers, privileges, and indem

Section 6.10 — Entire Agreement. This Supplemental Indenture, together with the Indenture, the Notes, the Security Documents, the Intercreditor Agreement, and the other documents, instruments, and agreements referred to therein, constitutes the entire agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and di

1. Identity and Relationship of the New Guarantor. The New Guarantor is [Insert Full Legal Name of New Guarantor], a [insert entity type] organized under the laws of [insert jurisdiction], with its registered office at [insert address]. The New Guarantor is a [direct/indirect] Subsidiary of the Issuer, Thalassa Shipping & Logistics SA. [Insert brief description of the ownership chain, e.g., "The Issuer holds 100% of

2. Triggering Provision. The accession of the New Guarantor as a Guarantor under the Indenture is required pursuant to Section [●] of the Indenture [select the applicable trigger: (e.g., "as a result of the acquisition of all of the equity interests in the New Guarantor by [insert name of acquiring Restricted Subsidiary] on [insert date of acquisition]" / "as a result of the incorporation of the New Guarantor as a ne

3. Satisfaction of Conditions Precedent. All conditions precedent to the accession of the New Guarantor as a Guarantor under Section [●] of the Indenture and Article 5 of the Supplemental Indenture have been duly satisfied, including, without limitation: (a) the Supplemental Indenture has been duly executed and delivered by all parties thereto; (b) a certified copy of the board resolutions (or equivalent authorizing

4. No Default. No Event of Default or Default has occurred and is continuing under the Indenture as of the date hereof. [Alternatively, if applicable: "The accession of the New Guarantor as a Guarantor is required as a result of a transaction that would give rise to a Default under Section [●] of the Indenture if the New Guarantor did not accede as a Guarantor. Such Default will be cured upon and by virtue of the acc

5. Reliance. This Officer's Certificate is delivered in accordance with Section 5.01(b)(ii) of the Supplemental Indenture and Section [●] of the Indenture for the benefit of the Trustee, the Security Agent, and the holders of the Notes. The Trustee and the Security Agent are entitled to conclusively rely upon this Officer's Certificate without further investigation or inquiry. THALASSA SHIPPING & LOGISTICS SA By: ___

1. Due Organization and Valid Existence. The New Guarantor has been duly organized or incorporated, is validly existing, and is in good standing (or equivalent status, if applicable under the laws of the relevant jurisdiction) under the laws of [insert jurisdiction of organization].

2. Corporate Power and Authority. The New Guarantor has all necessary corporate or other entity power and authority to execute, deliver, and perform its obligations under the Supplemental Indenture, the Guarantee, and the Security Documents to which it is or will become a party.

3. Due Authorization. The execution, delivery, and performance by the New Guarantor of the Supplemental Indenture, the Guarantee, and the Security Documents to which it is or will become a party have been duly authorized by all necessary corporate or other entity action on the part of the New Guarantor, including all required resolutions of its board of directors (or equivalent governing body), shareholders, members,

4. Due Execution and Delivery. The Supplemental Indenture has been duly executed and delivered by the New Guarantor.

5. Enforceability. The Supplemental Indenture constitutes the legal, valid, and binding obligation of the New Guarantor, enforceable against the New Guarantor in accordance with its terms, subject to: (a) applicable bankruptcy, insolvency, moratorium, reorganization, judicial management, winding-up, and other similar laws affecting the enforcement of creditors' rights generally; (b) general principles of equity (rega

6. No Violation. The execution, delivery, and performance by the New Guarantor of the Supplemental Indenture and the Guarantee do not and will not violate: (a) the organizational documents of the New Guarantor, (b) any applicable law, statute, rule, or regulation of [insert jurisdiction] applicable to the New Guarantor, or (c) any material agreement, contract, or instrument to which the New Guarantor is a party or by

7. No Required Governmental Consents. No consent, approval, authorization, order, filing, or registration with any governmental authority of [insert jurisdiction] is required for the execution, delivery, or performance by the New Guarantor of the Supplemental Indenture or the Guarantee, except for such consents, approvals, authorizations, orders, filings, or registrations as have already been obtained or made and are

8. Specific Additional Matters. The legal opinion shall also address such additional matters as may be required by the laws of the jurisdiction of organization of the New Guarantor, including, without limitation, as applicable: (a) financial assistance restrictions (if any); (b) corporate benefit requirements and any limitations on the ability of the New Guarantor to provide an upstream or cross-stream guarantee; (c)