Contract analysis

I. PURPOSE OF THIS MEMORANDUM The purpose of this memorandum is to set forth a comprehensive preparation framework for the deposition of Captain Nikolaos Giannopoulos, Master of the M/V Aegean Fortuna, which is currently scheduled to proceed on May 10, 2024, at our offices. This memorandum is intended exclusively for the use of the Calderwood & Harkness litigation team in guiding the two-day preparation session with

II. BACKGROUND ON THE WITNESS Full Name: Captain Nikolaos Giannopoulos Employer: Thalassa Shipping & Logistics SA ("TSL") / Aegean Fortuna Shipholding Ltd. ("AFSL"). AFSL is a wholly owned subsidiary of TSL, incorporated in Liberia under Registration No. LR-C-20167845. AFSL is the registered owner of the M/V Aegean Fortuna. Position: Master of the M/V Aegean Fortuna. Tenure as Master on M/V *Aegean Fortuna*: Captain

III. KEY AREAS OF EXPECTED EXAMINATION A. The September 2022 Maputo Deviation

1. Factual Background The Maputo deviation is the factual centerpiece of Northwind's claims for consequential damages and is likely to occupy the largest portion of the deposition. The facts, as alleged in Northwind's Verified Complaint, are as follows: In September 2022, the M/V Aegean Fortuna was engaged on a voyage from Durban, South Africa to Qingdao, China. According to Northwind, the vessel deviated from its ag

2. Anticipated Questions from Plaintiff's Counsel Based on the patterns observed during the Stavridis deposition and the general litigation posture adopted by Hargrove, Delacroix & Stern, we anticipate that plaintiff's counsel will pursue the following lines of questioning with respect to the Maputo deviation: • Decision-making authority: Who made the decision to divert the vessel to Maputo? Was it Captain Giannopoul

3. Preparation Points / Recommended Testimony Themes In preparing Captain Giannopoulos for testimony on the Maputo deviation, we should focus on the following themes and principles: a. The Master's Independent Discretion. The foundation of TSL's defense on the Maputo deviation is that the Master exercised his independent navigational and operational discretion. Under the NYPE 2015 form and under well-established prin

4. Documents to Review with Witness The following documents should be assembled and reviewed with Captain Giannopoulos during the preparation session in connection with the Maputo deviation: • Voyage logs for the Durban-to-Qingdao leg, covering the entire period from departure from Durban through arrival (or expected arrival) at Qingdao, September through October 2022 • Deck log entries and weather observation entrie

1. Overview of Maintenance Obligations The second major area of anticipated examination concerns the vessel's maintenance and seaworthiness during the charter period. The allocation of maintenance obligations between owner and charterer under the NYPE 2015 form is well established, and the applicable provisions of the charter-party are as follows: Charter-party Clause 6 (Maintenance): Under Clause 6 of the charter-pa

2. Incident 1 — Main Engine Turbocharger Failure (March 12 – April 2, 2022) Factual Summary: On or about March 12, 2022, the M/V Aegean Fortuna suffered a main engine turbocharger failure while transiting the Indian Ocean en route from Paradip, India to Mombasa, Kenya. The failure disabled the main engine and required the vessel to divert to Colombo, Sri Lanka for emergency repairs. The vessel was off-hire for a tota

3. Incident 2 — BWTS Malfunction and Auxiliary Boiler Failure (July 8 – July 29, 2022) Factual Summary: On or about July 8, 2022, while the M/V Aegean Fortuna was loading cargo (iron ore) at Richards Bay, South Africa, the vessel's ballast water treatment system ("BWTS") malfunctioned, and the auxiliary boiler simultaneously or subsequently failed. The combined effect of these failures rendered the vessel unable to c

4. Incident 3 — Main Engine Cylinder Liner Failure (November 15 – December 10, 2022) Factual Summary: On or about November 15, 2022, the M/V Aegean Fortuna suffered a main engine cylinder liner failure that required the vessel to proceed to drydock at Keppel Verolme Shipyard in Rotterdam, the Netherlands. The failure was of sufficient severity that seagoing repairs were not feasible, and drydocking was necessary to r

5. Overall Maintenance Program Beyond the three specific incidents, plaintiff's counsel is likely to ask Captain Giannopoulos a series of broader questions about the vessel's overall maintenance regime during the charter period. These questions are designed to establish the foundation for Northwind's theory that TSL's maintenance practices were systemically deficient and that the three incidents were not isolated fai

IV. GENERAL DEPOSITION PREPARATION INSTRUCTIONS A. Rules of the Road During the preparation session, we will review the following fundamental rules for deposition testimony with Captain Giannopoulos. These rules should be reinforced throughout the preparation process and reiterated immediately before the deposition on May 10:

1. Listen to the full question before answering. Do not begin answering before the examining attorney has finished asking the question. Wait for the complete question, take a moment to understand it, and then answer. Cutting off the questioner can result in answering a question that was not actually asked.

2. Answer only the question asked. Do not volunteer additional information beyond what is necessary to respond to the specific question. The deposition is not an opportunity to tell your story or to explain your side of the case. Volunteered information can open new lines of inquiry and provide opposing counsel with ammunition.

3. If you do not understand a question, say so and ask for clarification. It is perfectly appropriate to ask the examining attorney to rephrase or clarify a question that is confusing, ambiguous, or contains multiple parts. Do not attempt to answer a question you do not fully understand.

4. If you do not know or do not remember, say so honestly. Do not guess, speculate, or approximate. "I don't know" and "I don't recall" are perfectly acceptable answers when they are truthful. Guessing can lead to inaccurate testimony that is later contradicted by documents or other witnesses.

5. Do not speculate about the motivations or thoughts of others. You can testify only to what you personally knew, observed, said, heard, or did. You cannot testify to what someone else was thinking, intending, or motivated by, unless that person communicated their thoughts to you directly.

6. Pause before answering to allow defending counsel to interpose objections. After each question, pause briefly—two to three seconds—before beginning your answer. This gives defending counsel (Douglas Carmichael and Carlos Espinoza) the opportunity to raise any objections. If an objection is raised, stop speaking and wait for instruction from defending counsel before proceeding.

7. Be truthful at all times. The deposition is taken under oath, and your testimony carries the same legal weight as testimony given in court. Providing false testimony under oath is perjury. Always tell the truth, even if you believe the truth is unfavorable to TSL's position.

8. Review all documents shown to you carefully before answering questions about them. When the examining attorney hands you a document and asks you questions about it, take the time to read the document—or the relevant portions of it—before answering. Do not allow the attorney to rush you through a document.

9. Do not characterize documents. If asked about the content of a document, read from the text rather than paraphrasing or characterizing it in your own words. This reduces the risk of mischaracterizing the document and gives a more accurate record.

10. Ask for a break if you need one. You are entitled to reasonable breaks during the deposition. If you are feeling fatigued, confused, or need to confer with counsel, ask for a break. Do not answer questions while feeling tired, overwhelmed, or uncertain. However, note that you cannot take a break while a question is pending—you must answer the pending question first. B. Specific Cautions In addition to the general

1. The Maputo Deviation. Plaintiff's counsel—particularly Margaret Delacroix, who is an experienced and aggressive examiner—will likely devote substantial time to establishing that the Maputo deviation was commercially motivated by TSL and was not a genuine weather-driven exercise of the Master's discretion. The witness should be prepared for detailed, granular questions about his communications with TSL Piraeus head

2. Aggregation of Mechanical Incidents. Counsel will likely attempt to aggregate the three mechanical incidents to paint a picture of systemic maintenance failure. The witness should address each incident on its own facts and resist any attempt by counsel to suggest that the three incidents form a pattern or that they share a common cause (i.e., maintenance negligence). Each incident had distinct causes: latent defec

3. Incident 3 Concession. The witness must not conflate TSL's concession on Incident 3 (cylinder liner failure) with any concession regarding Incidents 1 or 2. If counsel asks questions along the lines of "So TSL admits it failed to maintain the vessel properly?" the witness should clarify that TSL has acknowledged a specific maintenance issue with the cylinder liners, but that the turbocharger failure and BWTS malfu

4. Scope of Personal Knowledge. The witness must be careful with questions about TSL corporate knowledge, decisions, or motivations. Captain Giannopoulos can testify to what he personally knew, observed, communicated, and decided. He should not speculate about what Alexandros Stavridis, Dimitrios Papadimitriou (CFO), Markos Theodorakis (General Counsel), or any other TSL executive knew, decided, or intended, unless h

5. Privileged Communications. The witness should be aware that some of his communications with TSL headquarters may be subject to the attorney-client privilege, specifically those communications that were routed through or involved Markos Theodorakis in his capacity as TSL's General Counsel. If the examining attorney asks about the content of such communications, defending counsel will assert the privilege as appropr

6. Expert Opinions. Northwind has retained Captain Julian Blackmore (Ret.) of Blackmore Maritime Advisory Ltd. as an expert witness on maritime operations, navigation, and maintenance standards. It is possible—though not certain—that plaintiff's counsel may reference Captain Blackmore's opinions during the deposition, either directly or by framing questions that track his conclusions. If this occurs, the witness shou

1. Stavridis Deposition Review. Captain Giannopoulos should be asked to review key portions of the deposition transcript of Alexandros Stavridis (April 22, 2024). The review should focus on the following topics: • Who made the decision to call at Maputo: Stavridis's testimony on this point must be reconciled with the account that Captain Giannopoulos will provide. If Stavridis testified that the decision was the Mast

2. Upcoming Vlahos Deposition. Chief Engineer Petros Vlahos is scheduled for deposition on June 28, 2024. Captain Giannopoulos's testimony on engineering and maintenance matters should be consistent with the general framework and narrative that we expect Vlahos to provide, while appropriately deferring to the Chief Engineer on technical details. During the preparation session, we should discuss the expected scope of

3. Post-Deposition Communication. Captain Giannopoulos must be instructed clearly and firmly that he should not discuss his deposition testimony with other witnesses after the deposition, including Petros Vlahos. This instruction applies to the substance of the questions asked, the answers given, and the documents shown. Any post-deposition communications between witnesses about their testimony could be used by plain

V. KEY DOCUMENTS FOR PRE-DEPOSITION REVIEW SESSION The following documents should be assembled, organized, and available for review during the two-day preparation session on May 7–8, 2024. The documents are listed in order of priority, with the most critical documents listed first:

1. Charter-party (NYPE 2015 form as amended), Ref. No. NW-TSL-CP-2020-1203, with particular focus on the following clauses: • Clause 2 (Delivery/Seaworthiness) • Clause 5 (Trade Limits) • Clause 6 (Maintenance) • Clause 11 (Off-Hire) • Clause 28 (Liquidated Damages) • Clauses 46 and 46(b) (Governing Law/Dispute Resolution) • All addenda, riders, and amendments

2. Deck logs and voyage logs for the M/V Aegean Fortuna covering the following periods: March 2022 (Incident 1); July 2022 (Incident 2); September–October 2022 (Maputo deviation and Qingdao laycan period); November–December 2022 (Incident 3).

3. Engine room logs and PMS records for the same periods, including maintenance and inspection records for the main engine turbocharger, the BWTS, the auxiliary boiler, and the main engine cylinder liners.

4. All communications (emails, telexes, satellite phone logs) between the vessel and TSL Piraeus headquarters from January 2022 through December 2022, including communications with Alexandros Stavridis, the fleet management department, and Markos Theodorakis (with privilege review as necessary).

5. GMCB class survey records and certificates for the M/V Aegean Fortuna, including annual, intermediate, and special surveys, as we