Contract analysis

I. Purpose and Overview The purpose of this memorandum is to outline the key themes, arguments, and evidentiary support for the rebuttal expert reports of Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS (Copenhagen) and Dr. Constance Albright of Clearwater Economics LLC (Washington, D.C.) in response to the expert reports served by Plaintiff Northwind Maritime Corporation ("Northwind") on August 19, 2024.

1. Setting forth the affirmative rebuttal strategy for each of our two experts, organized by subject matter and linked to the specific opinions advanced by Northwind's experts;

2. Ensuring thematic coordination between the two rebuttal reports so that Dr. Sørensen's factual and engineering opinions provide the necessary predicates for Dr. Albright's damages calculations;

3. Providing guidance to both experts on emphasis, scope, and boundaries of their rebuttal opinions, consistent with the need to avoid overreaching into legal conclusions while presenting factual and analytical opinions that support TSL's legal arguments; and

4. Identifying evidentiary gaps and additional materials that must be obtained before the rebuttal reports are finalized. Given the compressed timeline — ten days between the date of this memorandum and the rebuttal deadline — prompt distribution of this memorandum and immediate scheduling of calls with both experts are essential.

II. Summary of Northwind's Expert Opinions Before setting forth the rebuttal strategy, we summarize below the key opinions advanced by Northwind's two experts. These summaries are based on our detailed review set forth in the August 26, 2024 memorandum, and are provided here in abbreviated form for ease of reference. A. Captain Julian Blackmore (Ret.) — Maritime Operations Report Captain Blackmore is a retired Master

1. Seaworthiness Opinions Captain Blackmore opines that TSL failed to maintain the M/V Aegean Fortuna (IMO No. 9847231, Supramax dry bulk carrier, 58,200 DWT, built 2016, flag state Republic of Liberia, classified by Global Maritime Classification Bureau ("GMCB")) in a "thoroughly efficient state" as required by Clause 6 of the NYPE 2015 charter-party dated December 3, 2020 (Ref. No. NW-TSL-CP-2020-1203). He conclude

2. Deviation Opinion Capt. Blackmore further opines that the vessel's call at Maputo, Mozambique in September 2022 during the Durban-to-Qingdao voyage constituted an unreasonable and unjustified deviation from the charted course. He asserts that weather and routing conditions during the relevant period did not justify the call at Maputo, characterizing the deviation as a commercial deviation undertaken by TSL for its

III. Rebuttal Strategy for Dr. Henrik Sørensen — Maritime Engineering Rebuttal Report A. Overarching Theme The overarching theme of Dr. Sørensen's rebuttal report should be that Thalassa Shipping & Logistics SA exercised due diligence in maintaining the M/V *Aegean Fortuna* in compliance with GMCB classification requirements and its Clause 6 obligations under the charter-party. The report should demonstrate that Capt

1. Key Rebuttal Points Dr. Sørensen should emphasize the following points in his rebuttal of Blackmore's Incident 1 opinions: The failure was an internal metallurgical defect. The turbocharger failure originated from micro-fracturing in the turbine blade assembly — specifically, intergranular stress corrosion cracking that initiated during the manufacturing process or heat treatment of the blade alloy. This is, by de

2. Evidentiary Support Dr. Sørensen should rely on the following evidentiary materials in support of his Incident 1 rebuttal: • GMCB classification survey records for the M/V Aegean Fortuna from 2016 through 2022, demonstrating continuous compliance with class requirements for the main engine and turbocharger systems; • Manufacturer maintenance manuals for the turbocharger, specifying recommended inspection intervals

1. Key Rebuttal Points Blackmore conducted no independent contamination analysis. Capt. Blackmore dismisses TSL's contaminated ballast theory without having conducted or commissioned any independent analysis of the ballast water samples or BWTS filter residue. His rejection of the contamination theory is based entirely on his review of the operational records and his conclusion that the BWTS maintenance history was i

2. Evidentiary Support Dr. Sørensen should rely on the following evidentiary materials in support of his Incident 2 rebuttal: • BWTS service and maintenance logs for the period preceding Incident 2; • Ballast water sampling data and laboratory analysis of BWTS filter residue; • Port records from the prior loading port showing that Northwind's agents directed ballast operations; • Deposition testimony of Chief Enginee

1. Key Rebuttal Points Incident 3 was an isolated failure. The cylinder liner failure was attributable to accelerated wear of a single cylinder liner, which progressed more rapidly than anticipated based on the liner's service history and the manufacturer's expected wear rates. This was an isolated failure of a single component, not an indication of a systemic or pervasive maintenance deficiency across the vessel's e

2. Scope Limitation Dr. Sørensen should resist the temptation to minimize or excuse the cylinder liner failure. TSL has conceded this point, and Dr. Sørensen's rebuttal should acknowledge Incident 3 as a maintenance issue. The goal is solely to prevent Blackmore from leveraging Incident 3 into a broader narrative that encompasses Incidents 1 and 2, where TSL has strong defenses on causation. E. Deviation Rebuttal Dr.

1. Key Rebuttal Points Weather routing data supports the Master's decision. Weather routing data for the South African coast in September 2022 — including sea state data, wind speed and wave height observations, and weather advisories issued by recognized meteorological services — supports the Master's decision to call at Maputo rather than proceeding directly from Durban to Qingdao via the Mozambique Channel. Dr. Sø

2. Evidentiary Support Dr. Sørensen should rely on the following evidentiary materials in support of his deviation rebuttal: • Weather routing data from a recognized meteorological service for the South African coast and Mozambique Channel, September 2022; • Voyage logs for the September 2022 Durban-Maputo-Qingdao voyage; • Deposition testimony of Capt. Nikolaos Giannopoulos (May 10, 2024); • Weather advisories issue

IV. Rebuttal Strategy for Dr. Constance Albright — Damages Rebuttal Report A. Overarching Theme The overarching theme of Dr. Albright's rebuttal report should be that Northwind's $18,300,000 damages claim is vastly inflated through a combination of category duplication, inclusion of non-recoverable damages categories, an erroneous legal interpretation of the Clause 28 liquidated damages cap, the absence of any meanin

Clause 28 of the NYPE 2015 charter-party (as amended) provides for liquidated damages calculated as 150% of aggregate off-hire days multiplied by the daily hire rate ($14,750/day), "subject to a cap of $4,500,000 for any single continuous period of breach." The proper interpretation of the phrase "single continuous period of breach" is the central dispute.

2. TSL's Position TSL's position is that the entire charter period during which off-hire events occurred constitutes a "single continuous period" for purposes of the cap, and the cap is therefore $4,500,000 total, applicable to the aggregate of all off-hire days across the charter. Under this interpretation, the correct formula calculation yields: 68 off-hire days × $14,750/day × 1.5 = $1,504,500 This figure is well

3. Northwind/Anand Position Northwind's position, as advanced by Dr. Anand, is that each of the three mechanical incidents constitutes a separate "period of breach," and each is subject to its own $4,500,000 cap. Under this reading, three separate cap applications could theoretically yield up to $13,500,000 in aggregate liquidated damages. Northwind claims only $4,500,000 in aggregate liquidated damages, but the per-

4. Dr. Albright's Rebuttal Points Dr. Albright should demonstrate the following: The arithmetic undercuts Northwind's position. Even under Northwind's per-incident interpretation, the liquidated damages calculation for each incident yields amounts far below the per-incident cap: • Incident 1: 22 days × $14,750 × 1.5 = $486,750 • Incident 2: 21 days × $14,750 × 1.5 = $464,625 • Incident 3: 25 days × $14,750 × 1.5 = $5

1. Off-Hire Deductions and Liquidated Damages As discussed in Section IV.B above, the $1,003,000 in off-hire deductions and the $4,500,000 (or $1,504,500) in liquidated damages are based on the same 68 off-hire days. Only one of these categories can be recovered; claiming both is duplicative. Dr. Albright should quantify the overlap as $1,003,000.

2. Substitute Charter Costs and Off-Hire Deductions Dr. Anand calculates substitute charter costs of $471,600 based on 72 days of vessel unavailability at the differential between the substitute charter rate ($21,300/day) and the TSL charter rate ($14,750/day). To the extent Northwind obtained a substitute charter during the 72 days of vessel unavailability, the substitute charter cost differential is the measure of

3. Lost Sub-Charter Profit, Off-Hire Deductions, and Liquidated Damages Dr. Anand calculates lost sub-charter profit of $166,600 based on Northwind's sub-charter with Eastbourne Bulk Carriers Ltd. at $17,200/day, yielding a differential of $2,450/day over 68 days. This category overlaps with the off-hire deduction and the liquidated damages calculation because all three purport to compensate Northwind for the economi

1. Key Rebuttal Points Recoverability is limited as a matter of law. These claims are not recoverable as damages under the charter-party. Justice Chen's March 8, 2024 ruling on the parties' cross-motions to dismiss narrowed the scope of Count III (indemnification for third-party claims), and the surviving portion of that count is limited to claims arising from TSL's breach of the seaworthiness warranty. To the extent

1. Key Rebuttal Points Causation follows from Incident 2 analysis. If Incident 2 was caused by contaminated ballast water loaded by Northwind's agents (as TSL contends and as Dr. Sørensen's rebuttal supports), then the cargo damage flowing from Incident 2 is not TSL's liability. This point illustrates the critical linkage between Dr. Sørensen's engineering rebuttal and Dr. Albright's damages rebuttal: if Dr. Sørensen

1. Key Rebuttal Points Causation depends on the deviation issue. If the Maputo call was a reasonable exercise of the Master's discretion (as TSL contends and as Dr. Sørensen's rebuttal supports), then the consequential demurrage and dead freight from missing the October 1–5, 2022 Qingdao laycan window are not recoverable as damages attributable to TSL. This is another area where Dr. Albright's damages analysis depend

1. Key Rebuttal Points Substitute charter demonstrates mitigation was possible. Northwind's own evidence shows that it was able to obtain substitute tonnage during the off-hire periods — a 72-day substitute charter at $21,300/day. This demonstrates that mitigation was feasible. The question, which Dr. Anand does not address, is whether Northwind acted promptly and reasonably in arranging the substitute charter. If No

I. TSL Counterclaim Offset ($1,620,000) Dr. Albright should present the economic impact of TSL's counterclaim for $1,620,000 in unpaid hire. Northwind withheld hire payments for 110 days during the period October 1 through December 31, 2022, at the charter rate of $14,750/day, for a total of $1,622,500 (which TSL rounds to $1,620,000 in its counterclaim).

1. Key Rebuttal Points The withholding exceeds any legitimate off-hire deduction. Northwind's position is that the withheld hire was proper under Clause 11 (off-hire) of the charter-party and as an equitable setoff against its damages claims. However, the 110-day withholding period (October 1 – December 31, 2022) significantly exceeds the off-hire days during that period. Incident 3 — the only off-hire event during t

1. TSL's View of Maximum Exposure This column should present TSL's maximum damages exposure after excluding non-recoverable categories (legal fees, third-party shipper claims to the extent barred by Justice Chen's March 8, 2024 ruling), correcting for double-counting (off-hire/LD overlap, substitute charter/off-hire overlap), applying the single aggregate LD cap interpretation, deducting amounts attributable to North

2. Scenario Analysis The table should present three scenarios: • Best case for TSL: Assumes TSL prevails on latent defect defense (Incident 1), charterer causation (Incident 2), and reasonable deviation (Maputo call). Only Incident 3 damages are recoverable. Net exposure after counterclaim offset is minimal or results in a net recovery for TSL. • Most-likely scenario: Assumes TSL prevails on some but not all of its d

3. Comparison to Northwind's Claim The table should present a clear comparison between Northwind's $18,300,000 total claim and TSL's assessed reasonable range of damages exposure. This comparison will be a powerful visual tool for settlement discussions, mediation, and summary judgment briefing.

4. Supporting the Summary Judgment Motion This corrected damages analysis will also support the motion for partial summary judgment that TSL intends to file on September 20, 2024. The motion will incorporate Dr. Albright's rebuttal conclusions on the LD cap interpretation and the deviation claim to argue that partial summary judgment should be granted on specific damages categories.

V. Coordination Between Rebuttal Reports The two rebuttal reports must be carefully coordinated to ensure internal consistency and thematic alignment. The reports serve complementary functions: Dr. Sørensen's rebuttal establishes the factual and engineering predicates, and Dr. Albright's rebuttal addresses the damages consequences flowing from those factual conclusions. Causation predicates. Dr. Sørensen's rebuttal e

VI. Evidentiary Gaps and Additional Materials Needed In preparing the rebuttal reports, we have identified several evidentiary gaps and additional materials that must be obtained or confirmed before the reports can be finalized. These items should be addressed immediately given the September 9, 2024 rebuttal deadline.

1. Blackmore Deposition Status. We need to confirm whether Capt. Julian Blackmore has been deposed or whether his deposition is still to be scheduled. If he has not yet been deposed, his rebuttal opinions — particularly his assertions regarding the detectability of the turbocharger defect, his rejection of the contamination theory, and his idealized routing analysis — will provide additional fodder for deposition cro

2. Additional GMCB Survey Reports. We should request from TSL any additional GMCB survey reports or class certificates from 2022 that have not yet been produced or provided to our experts. In particular, we need to confirm that the GMCB records demonstrate continuous class maintenance throughout the charter period, including after Incident 3. Any survey reports, condition of class notations, or interim class survey r

3. Ballast Water Loading Records. We need to obtain from Northwind — either from the existing document production or via supplemental discovery request — the complete ballast water loading records for the port call immediately preceding Incident 2. These records are essential for Dr. Sørensen's contamination rebuttal. If the records are not available in Northwind's existing production, a supplemental document request

4. Weather Routing Data. We need to confirm that Dr. Sørensen has access to weather routing data from a recognized meteorological service (e.g., Adriatic Systems, WNI, or the South African Weather Service) for the South African coast and Mozambique Channel region for September 2022. This data is critical for the deviation rebuttal. If Dr. Sørensen has not yet obtained this data, we should arrange for its procurement

5. Market Rate Data for Substitute Charter Analysis. Dr. Albright will need market rate data for Supramax dry bulk carriers during the off-hire periods in 2022 to assess whether Northwind's substitute charter rate of $21,300/day was commercially reasonable. We should confirm that Dr. Albright has access to Baltic Exchange data, Camberwell Management Consulting data, or equivalent market rate indices for the relevant

6. Eastbourne Bulk Carriers Sub-Charter Agreement. We should confirm the status of the Eastbourne Bulk Carriers sub-charter agreement in the discovery record. This document was the subject of a discovery dispute letter dated April 5, 2024. If the agreement has been produced, Dr. Albright should review it to verify the sub-charter rate, the sub-charter period, and the terms relevant to the lost sub-charter profit calc

VII. Timeline and Next Steps The following timeline governs the preparation and service of the rebuttal expert reports: Both experts' rebuttal reports will serve a dual purpose: they are responsive to Northwind's opening expert reports and will also function as potential support for the summary judgment motion filings on September 20, 2024. The rebuttal reports should therefore be drafted with an eye toward their use

VIII. Appendix — Reference Materials for Experts The following materials should be provided to both Dr. Sørensen and Dr. Albright as reference materials for the preparation of their rebuttal reports. Materials that are relevant to only one expert's report are noted accordingly, but both experts should have access to the complete set to ensure consistency. A. Key Deposition Transcripts The following deposition transcr

1. Alexandros Stavridis (April 22, 2024) — TSL's commercial manager; testimony regarding charter-party n