Contract analysis

1. Background of the Litigation 1.1 The Charter-Party On December 3, 2020, Aegean Fortuna Shipholding Ltd. (as Owner) and Northwind Maritime Corporation ("Northwind") (as Charterer) executed a time charter-party on the New York Produce Exchange Form 2015 (NYPE 2015), as amended (the "Charter-Party"), bearing Charter-Party Reference No. NW-TSL-CP-2020-1203. Northwind is a corporation incorporated under the laws of the

2. The Settlement 2.1 Mediation and Settlement in Principle On October 28–29, 2024, the parties participated in a court-ordered mediation before the Honorable Gerald K. Fitzpatrick (Ret.), a retired Justice of the Supreme Court of the State of New York, Appellate Division, First Department. The mediation was conducted at the offices of Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New

3. P&I Coverage and Basis for Contribution 3.1 Policy Identification TSL is a member of the Oceanus Mutual Protection & Indemnity Club and holds Policy No. OCE-P&I-2020-TSL-0047 (the "Policy"). The Policy provides protection and indemnity coverage for third-party liabilities arising from the operation of vessels in TSL's fleet, including, without limitation, the M/V Aegean Fortuna. The Policy has been in continuous e

4. Proposed Funding Mechanics TSL proposes that the Club's $2,500,000 contribution be allocated across the three settlement installment payments in such manner as the Club may prefer. TSL is flexible regarding the timing and allocation of the Club's disbursement and is prepared to discuss these logistics with the Club's claims team at the Club's convenience. As a practical matter, the Club's funds may be disbursed ei

5. Information and Documentation The following documents are enclosed with this letter for the Club's review:

1. Copy of the mediator's term sheet dated October 29, 2024;

2. Summary of Northwind's claimed damages ($18,300,000 breakdown);

3. Summary of TSL's defenses;

4. Timeline of litigation proceedings; and

5. TSL Board of Directors resolution authorizing settlement, dated October 18, 2024. Upon execution of the definitive Settlement Agreement and Mutual General Release, TSL will promptly transmit to the Club a fully executed copy of the Settlement Agreement together with the Escrow Agreement. TSL is committed to providing the Club with any additional documentation that the Club may require in connection with its review

6. Reservation of Rights TSL expressly reserves all rights, remedies, and entitlements under Policy No. OCE-P&I-2020-TSL-0047 and the Club Rules, including, without limitation, the right to seek additional contributions or indemnification from the Club in connection with any claims arising out of the operation of the M/V Aegean Fortuna or any other vessel in TSL's fleet. Nothing in this letter, in the settlement with

7. Related Insurance For the Club's information and records, the following additional insurance coverages are relevant to this matter: Hull and Machinery Coverage. TSL's hull and machinery coverage for the M/V Aegean Fortuna is underwritten by Fortis Marine Underwriters Ltd. under Policy No. FMU-HM-2020-4892. TSL intends to provide separate notice of the settlement to Fortis Marine Underwriters and to confirm that th

8. Lender Notification TSL is separately providing notice of the settlement to its primary lender, Meridian Capital Bank AG (Hamburg, Federal Republic of Germany), pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, by and among TSL (as Borrower), Meridian Capital Bank AG (as Administrative Agent and Lead Arranger), and certain syndicate lenders party thereto. Section 8.14 of the Credit Agreement re

9. Contact Information and Next Steps We respectfully request that you, or the Club's designated representative, contact the undersigned at your earliest convenience to discuss the contribution request set forth in this letter and to identify any additional information or documentation that the Club may require to complete its review. TSL's General Counsel, Markos Theodorakis, is also available to discuss this matter

1. Mediator's Term Sheet (October 29, 2024)

2. Summary of Northwind's Claimed Damages ($18,300,000 Breakdown)

4. Timeline of Litigation Proceedings

5. TSL Board of Directors Resolution Authorizing Settlement (October 18, 2024) Category | Amount Off-hire deductions (68 days × $14,750/day) | $1,003,000 Liquidated damages under Clause 28 of the Charter-Party | $4,500,000 Substitute charter costs | $471,600 Cargo damage claims (iron ore oxidation during Incident 2) | $3,420,000 Demurrage and dead freight from Qingdao laycan miss | $1,230,000 Additional port costs an