Contract analysis

I. Purpose and Executive Summary This memorandum analyzes the notification and covenant compliance obligations triggered under the Credit Agreement dated April 1, 2019 (the "Credit Agreement"), by and between Thalassa Shipping & Logistics SA ("TSL" or the "Borrower") and Meridian Capital Bank AG ("Meridian"), headquartered at Ballindamm 40, 20095 Hamburg, Germany, in connection with the settlement of the above-refere

II. Background A. The Meridian Credit Facility TSL is party to a Credit Agreement dated April 1, 2019, with Meridian Capital Bank AG acting as administrative agent and sole lender. The Credit Agreement establishes a senior secured credit facility with a total commitment amount of $340,000,000 (the "Facility"). The Facility is secured by first-priority ship mortgages on the TSL fleet, which comprises approximately thi

III. Section 8.14 — Material Litigation Settlement Notification Requirement A. Text and Interpretation of Section 8.14

Section 8.14 of the Credit Agreement (captioned "Material Litigation Settlement Notification") imposes an affirmative covenant on TSL to provide written notice to Meridian of any settlement of litigation — including, by its express terms, arbitration proceedings — where the aggregate settlement amount exceeds $5,000,000. This notification requirement is a material affirmative covenant, the breach of which could, depe

IV. Additional Covenants Potentially Implicated by the Settlement While the Section 8.14 notification obligation is the most directly triggered provision of the Credit Agreement, the Northwind settlement has the potential to implicate several additional covenants and provisions. We address each in turn below. A. Financial Covenants — Debt Service Coverage and Leverage Ratios The Credit Agreement contains financial ma

V. Compliance Procedures and Recommended Actions Based on the analysis set forth above, we recommend the following compliance procedures, organized into pre-execution, post-execution, and ongoing monitoring phases. A. Pre-Execution (Before November 20, 2024)

1. Finalize the Notification Letter. Finalize the draft notification letter to Meridian Capital Bank AG, addressed to Lukas Brandt, Relationship Manager. The draft is being circulated under separate cover for partner review by Douglas Carmichael and Francesca Morano. The letter should be approved and ready for transmission promptly following execution of the Settlement Agreement.

2. Obtain Covenant Schedules. Obtain from Markos Theodorakis, TSL General Counsel, the specific covenant schedules from the Credit Agreement for Greaves & Castellan LLP's review. The relevant schedules include, at a minimum: (a) the negative covenant baskets and permitted payment exceptions; (b) the cross-default threshold; (c) the insurance maintenance requirements and coverage minimums; and (d) the negative pledge

3. Coordinate Cash Flow Projections. Coordinate with Elena Papadimitriou, TSL Chief Financial Officer, regarding cash flow projections for the three settlement payments ($4,000,000, $2,000,000, and $1,850,000) and their impact on the quarterly financial covenant testing dates. The objective is to confirm that no financial covenant breach — whether DSCR or leverage ratio — will occur in any quarterly testing period as

1. Deliver the Notification Letter. Deliver the notification letter to Lukas Brandt at Meridian Capital Bank AG no later than November 27, 2024, which is the contractual deadline of five (5) business days after execution of the Settlement Agreement. Our target delivery date is November 22, 2024, providing a two-business-day cushion.

2. Content of the Notification. Ensure that the notification includes all elements required by Section 8.14: (a) case identification (Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023); (b) aggregate settlement amount of $7,850,000; (c) payment schedule (three installments at 30, 90, and 150 days); (d) funding sources (TSL corporate funds: $5

3. Coordinate Financial Statement Treatment. Coordinate with Lysander & Associates and Elena Papadimitriou on the proper financial statement treatment of the settlement liability ($7,850,000 total; $5,350,000 net to TSL) and the write-off of the counterclaim receivable ($1,620,000). Ensure that the settlement is properly reflected in TSL's next quarterly financial statements delivered to Meridian, including any requi

4. Confirm P&I Coverage Status. Confirm with David Okafor at the Oceanus Mutual Protection & Indemnity Club that the $2,500,000 contribution does not impair TSL's ongoing P&I coverage limits, does not result in an additional premium or call that could affect TSL's insurance covenant compliance, and does not trigger any separate Credit Agreement insurance notification requirement.

5. Monitor Settlement Payment Deadlines. Implement a calendaring and monitoring system for all three settlement payment deadlines. Ensure that TSL makes timely payments into the Atlantic Fiduciary Trust Company escrow account (ESC-2024-NYK-08831) in accordance with the Settlement Agreement. Any anticipated delay or difficulty in making a scheduled payment must be communicated to Greaves & Castellan LLP immediately so

1. Track Settlement Payment Deadlines. Track all three settlement payment deadlines and confirm successful deposits into the Atlantic Fiduciary Trust Company escrow account ESC-2024-NYK-08831. Obtain confirmation of receipt from Martin Schreiber, Vice President, Escrow Services, following each payment.

2. Monitor Meridian Follow-Up. Monitor for any follow-up inquiries or information requests from Meridian Capital Bank AG following receipt of the notification letter. Any substantive inquiries should be coordinated through Greaves & Castellan LLP before TSL responds, to ensure consistency and accuracy.

3. Ensure Accurate Quarterly Reporting. Ensure that TSL's quarterly and annual financial reporting accurately reflects the settlement obligation and counterclaim write-off in each reporting period until the settlement is fully satisfied, and that the corresponding compliance certificates delivered to Meridian are consistent with the reported financial information.

VI. Conclusion The $7,850,000 Northwind settlement clearly and unambiguously triggers the Section 8.14 Material Litigation Settlement notification obligation under the Credit Agreement with Meridian Capital Bank AG. TSL is required to deliver written notice to Meridian within five (5) business days of execution of the Settlement Agreement. We recommend delivery of the notification letter on November 22, 2024 — two bu