Contract analysis

1. Background of the Litigation The litigation that is the subject of this notice was captioned Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, and was pending before the Supreme Court of the State of New York, New York County, Commercial Division (Part 49), assigned to the Honorable Lorraine K. Chen, J.S.C. The Plaintiff. Northwind Mariti

2. Procedural History Summary Following the filing of Northwind's complaint, the litigation progressed through the following principal procedural stages: Answer and Counterclaim. On November 17, 2023, TSL and Aegean Fortuna Shipholding, through Calderwood & Harkness LLP, filed their joint Answer and Affirmative Defenses, together with a Counterclaim on behalf of TSL. TSL's Counterclaim sought recovery of One Million

3. Settlement Terms A settlement in principle was reached on October 29, 2024, at the conclusion of the second day of the court-ordered mediation. The terms of the settlement were memorialized in a mediator's term sheet signed by counsel for both parties on October 29, 2024. Thereafter, the parties negotiated and executed a definitive Settlement Agreement and Mutual General Release (the "Settlement Agreement"), which

4. Consent Judgment and Default Provisions The Settlement Agreement contains certain enforcement mechanisms and default provisions, summarized as follows: Pursuant to Section 7.3 of the Settlement Agreement, in the event that TSL defaults on any installment payment and fails to cure such default within ten (10) business days following written notice from Northwind, Northwind shall have the right to enter a consent ju

5. Impact on the Credit Facility TSL has asked us to convey the following information to Meridian regarding the impact, or lack thereof, of the settlement on the $340,000,000 secured credit facility provided under the Credit Agreement: Funding Source. TSL confirms that the Five Million Three Hundred Fifty Thousand Dollars ($5,350,000) corporate contribution to the Settlement Amount will be funded entirely from TSL's

6. Confirmation of No Additional Covenants Implicated In addition to the foregoing, TSL has reviewed the relevant covenants, representations, and default provisions of the Credit Agreement and hereby confirms the following: (a) The settlement does not constitute, and the events underlying the litigation do not give rise to, a "Material Adverse Change" as that term is defined in Section 1.1 of the Credit Agreement. TS

7. Enclosures For Meridian's records, we enclose herewith a copy of the fully executed Settlement Agreement and Mutual General Release (Execution Version, dated November 20, 2024). We respectfully note that this document is provided to Meridian subject to the confidentiality obligations set forth in Section 12 of the Settlement Agreement, and we would ask that Meridian treat the enclosed document, and the information

8. Contact Information and Further Inquiries Should you have any questions regarding this notice, or should you wish to request additional information or documentation in connection with the matters described herein, please do not hesitate to contact any of the following persons: Douglas Carmichael Partner Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, NY 10006 Telephone: (212) 558-4127 Facsimile: