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Contract analysis / letter-response-to-redline.docx
letter-response-to-redline.docx
High · 1
Medium · 3
Standard · 1
I. AGREED CHANGES ACCEPTED IN THE SECOND DRAFT
Medium
⚑ Forum / governing law
I. AGREED CHANGES ACCEPTED IN THE SECOND DRAFT The following proposed changes from the HD&S Redline have been accepted by TSL and Aegean Fortuna without modification and are reflected in the enclosed Second Draft. A. Recitals and Background TSL has accepted Northwind's proposed clarifications to the recital language in the Settlement Agreement describing the nature of the claims asserted in this action and the proced
II. CHANGES ACCEPTED WITH MODIFICATIONS
Medium
⚑ Notice / time limit to track
II. CHANGES ACCEPTED WITH MODIFICATIONS The following proposed changes from the HD&S Redline have been accepted in principle by TSL but have been modified in the Second Draft to address specific concerns, as described below. A. Scope of Release — Affiliates and Related Entities Northwind proposed expanding the scope of the mutual general release in Section 2 of the Settlement Agreement to cover not only TSL and Aegea
III. PROPOSED CHANGES NOT ACCEPTED / COUNTER-PROPOSALS
High
⚑ Penalty / liquidated damages
III. PROPOSED CHANGES NOT ACCEPTED / COUNTER-PROPOSALS The following proposed changes from the HD&S Redline have not been accepted by TSL. In each instance, we set forth our position and, where applicable, our counter-proposal. A. Acceleration Clause Northwind proposed the addition of an acceleration clause (proposed new Section 7.4) providing that any default on a scheduled payment would automatically accelerate the
IV. ESCROW AGREEMENT
IV. ESCROW AGREEMENT As you are aware, a separate draft Escrow Agreement was transmitted by this office to Hargrove, Delacroix & Stern on November 8, 2024. We have not yet received Northwind's comments on that draft. We respectfully request that Northwind provide its redline or comments on the Escrow Agreement at its earliest convenience so that both the Settlement Agreement and the Escrow Agreement can be finalized
V. P&I CLUB APPROVAL TIMELINE
Standard
⚑ Commercial term
V. P&I CLUB APPROVAL TIMELINE We wish to remind your office that $2,500,000 of the total $7,850,000 settlement amount will be funded by the Oceanus Mutual Protection & Indemnity Club pursuant to P&I Policy No. OCE-P&I-2020-TSL-0047. As we have previously discussed, the Oceanus P&I Club's funding of the settlement requires formal approval by the Oceanus Board of Directors. The next scheduled meeting of the Oceanus Boa
VI. COURT FILINGS AND PENDING MOTIONS
VI. COURT FILINGS AND PENDING MOTIONS Upon execution of the Settlement Agreement, Calderwood & Harkness will prepare the following documents for joint submission to the Court:
1. Stipulation Withdrawing TSL's Motion for Partial Summary Judgment. TSL filed its Motio
1. Stipulation Withdrawing TSL's Motion for Partial Summary Judgment. TSL filed its Motion for Partial Summary Judgment on September 20, 2024. Upon execution of the Settlement Agreement, the parties will jointly stipulate to the withdrawal of this motion with prejudice.
2. Joint Letter to the Court. The parties will jointly submit a letter to the Honorable L
2. Joint Letter to the Court. The parties will jointly submit a letter to the Honorable Lorraine K. Chen, J.S.C. (Part 49, Supreme Court, New York County, 60 Centre Street, New York, NY 10007), advising the Court that the parties have reached a settlement of all claims in this action and requesting that the summary judgment conference currently scheduled for December 6, 2024 be taken off the Court's calendar.
3. Stipulation and Order Retaining Jurisdiction. The parties will jointly submit a propos
3. Stipulation and Order Retaining Jurisdiction. The parties will jointly submit a proposed Stipulation and Order providing that the Court shall retain jurisdiction to enforce the terms of the Settlement Agreement for a period of one hundred eighty (180) days following the Effective Date of the Settlement Agreement (as defined therein).
4. Proposed Stipulation of discontinuance With Prejudice. Following completion of all set
4. Proposed Stipulation of discontinuance With Prejudice. Following completion of all settlement payments, the parties will jointly file a Stipulation of discontinuance With Prejudice dismissing all claims, counterclaims, and cross-claims in this action. Pursuant to the Settlement Agreement, this Stipulation shall be filed within ten (10) business days of the date on which the final settlement payment is deposited in
VII. LENDER NOTIFICATION
Medium
⚑ Confidentiality undertaking
VII. LENDER NOTIFICATION For purposes of full transparency, we wish to advise your office that TSL is obligated to notify Meridian Capital Bank AG ("Meridian") of the settlement within five (5) business days of execution of the Settlement Agreement. This notification obligation arises under Section 8.14 of the Credit Agreement dated April 1, 2019 between TSL and Meridian, which requires TSL to notify Meridian of any
VIII. ENCLOSURES
VIII. ENCLOSURES Enclosed with this letter are the following documents:
1. Settlement Agreement and Mutual General Release — Second Draft (clean), dated November
1. Settlement Agreement and Mutual General Release — Second Draft (clean), dated November 15, 2024.
2. Settlement Agreement and Mutual General Release — Comparison Redline, showing all chan
2. Settlement Agreement and Mutual General Release — Comparison Redline, showing all changes from the First Draft (November 5, 2024) to the Second Draft (November 15, 2024). We note that the Escrow Agreement is not enclosed, as it is currently pending Northwind's comments on the draft transmitted by this office on November 8, 2024. We look forward to receiving Northwind's redline of the Escrow Agreement at its earlie