1044-00002 · Client 1044 · Closing

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Contract analysis Extract to table

[sheet: Closing Checklist]

Item No.

CLOSING CHECKLIST

TRANSACTION: $150,000,000 Senior Secured Revolving Credit Facility

BORROWER: Thalassa Shipping & Logistics SA

ADMINISTRATIVE AGENT: Meridian Atlantic Bank, National Association

LENDER'S COUNSEL: Whitmore, Jennings & Alcott LLP

BORROWER'S COUNSEL: Calderwood & Harkness LLP

COLLATERAL AGENT: Pinnacle Trust & Agency Services Inc.

DATE PREPARED: July 3, 2023

PREPARED BY: Sophie Tremblay, Calderwood & Harkness LLP

MATTER NO.: 1044-00002

I. CREDIT AGREEMENT AND RELATED DOCUMENTS

1	Credit Agreement	Execution and delivery of Credit Agreement among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, N.A., as Administrative Agent, and the Lenders party thereto	Borrower / Administrative Agent / Lender's Counsel / Borrower's Counsel	In Progress	Near-final draft circulated July 3, 2023; governed by New York law
2	Credit Agreement	Schedules to Credit Agreement, including Schedule of Commitments: Meridian Atlantic $45,000,000; Nordkapp Maritime Finance AG $40,000,000; Clearwater Commercial Lending LLC $35,000,000; Eastbourne Capital Partners LLP $30,000,000 (Total: $150,000,000)	Borrower's Counsel / Lender's Counsel	In Progress	Commitment allocation confirmed by syndicate lenders July 14, 2023
3	Credit Agreement	Exhibits to Credit Agreement, including form of Borrowing Request, form of Compliance Certificate, form of Assignment and Assumption	Lender's Counsel / Borrower's Counsel	In Progress	Pro forma Borrowing Request prepared July 6, 2023
4	Guarantee	Execution and delivery of Guarantee Agreement by each Guarantor: (a) Thalassa Dry Bulk Holdings Ltd. (Cyprus); (b) Thalassa Tanker Operations Ltd. (Republic of the marshall Islands); (c) Thalassa Logistics International Ltd. (Cyprus)	Borrower / Borrower's Counsel	Pending	Three subsidiary guarantors
5	Fee Letters	Execution and delivery of Fee Letter between Borrower and Administrative Agent (upfront/arranging fee of $750,000 (0.50% × $150M) and administrative agent fee of $75,000 per annum)	Borrower / Administrative Agent	Pending	Based on Mandate and Fee Letter dated February 14, 2023

II. SECURITY DOCUMENTS

6	Ship Mortgages	Execution and delivery of First Preferred Ship Mortgages on each of the 18 Mortgaged Vessels in favor of Pinnacle Trust & Agency Services Inc. as Collateral Agent	Borrower / Collateral Agent / Borrower's Counsel	In Progress	C&H markup of form mortgage delivered June 23, 2023; aggregate appraised FMV $780,000,000 per Seastone appraisals
7	Ship Mortgages	Recording/registration of Ship Mortgages with applicable flag state registries for all 18 Mortgaged Vessels	Borrower / Borrower's Counsel	Pending	Flag state requirements under review
8	Share Pledge	Execution and delivery of Share Pledge Agreement covering 100% of equity interests in each vessel-owning subsidiary, in favor of Collateral Agent	Borrower / Collateral Agent / Borrower's Counsel	In Progress	C&H markup delivered June 23, 2023; cross-references to Cyprus and marshall Islands law
9	Assignment of Earnings	Execution and delivery of Assignment of Earnings for each Mortgaged Vessel	Borrower / Collateral Agent / Borrower's Counsel	In Progress	C&H markup delivered June 23, 2023
10	Assignment of Insurances	Execution and delivery of Assignment of Insurances (H&M and P&I) for each Mortgaged Vessel in favor of Collateral Agent	Borrower / Collateral Agent / Borrower's Counsel	In Progress	Covers P&I club coverage, H&M insurance, war risk; Trident Marine Insurance Brokers Ltd. as broker
11	Charter Assignments	Execution and delivery of Assignment of Time Charters with remaining terms of 12 months or more for each Mortgaged Vessel	Borrower / Borrower's Counsel	Pending	Charter schedule to be provided by Borrower
12	Collateral Agent Agreement	Execution and delivery of Collateral Agency Agreement by Pinnacle Trust & Agency Services Inc.	Collateral Agent / Administrative Agent / Lender's Counsel	Pending

III. CORPORATE AUTHORIZATIONS — BORROWER

13	Corporate — Borrower	Certified copy of Articles of Association (as amended) of Thalassa Shipping & Logistics SA	Borrower / Borrower's Counsel	Pending	Greek Société Anonyme; GEMI Registration No. 143209501000
14	Corporate — Borrower	Board of Directors resolution of Thalassa Shipping & Logistics SA authorizing the Credit Facility and related documents, and designating authorized signatories	Borrower / Borrower's Counsel	Pending
15	Corporate — Borrower	Secretary's Certificate of Thalassa Shipping & Logistics SA attaching certified constitutional documents, board resolutions, incumbency, and specimen signatures of Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO) as authorized signatories	Borrower / Borrower's Counsel	In Progress	Draft prepared June 28, 2023
16	Corporate — Borrower	Certificate of good standing / certificate of existence for Thalassa Shipping & Logistics SA from Greek authorities	Borrower / Borrower's Counsel	Pending	Greek Tax ID (AFM): 094728361

IV. CORPORATE AUTHORIZATIONS — GUARANTORS

17	Corporate — Guarantor	Certified copy of constitutional documents of Thalassa Dry Bulk Holdings Ltd. (Cyprus)	Borrower / Borrower's Counsel	Pending	Private limited company — Cyprus
18	Corporate — Guarantor	Board resolution of Thalassa Dry Bulk Holdings Ltd. authorizing execution of Guarantee Agreement and Security Documents	Borrower / Borrower's Counsel	Pending
19	Corporate — Guarantor	Secretary's / Director's Certificate of Thalassa Dry Bulk Holdings Ltd. — incumbency, specimen signatures, constitutional documents	Borrower / Borrower's Counsel	Pending
20	Corporate — Guarantor	Certificate of good standing for Thalassa Dry Bulk Holdings Ltd. from Cyprus Registrar of Companies	Borrower / Borrower's Counsel	Pending
21	Corporate — Guarantor	Certified copy of constitutional documents of Thalassa Tanker Operations Ltd. (Republic of the marshall Islands)	Borrower / Borrower's Counsel	Pending	Private limited company — Marshall Islands
22	Corporate — Guarantor	Board resolution of Thalassa Tanker Operations Ltd. authorizing execution of Guarantee Agreement and Security Documents	Borrower / Borrower's Counsel	Pending
23	Corporate — Guarantor	Secretary's / Director's Certificate of Thalassa Tanker Operations Ltd. — incumbency, specimen signatures, constitutional documents	Borrower / Borrower's Counsel	Pending
24	Corporate — Guarantor	Certificate of good standing for Thalassa Tanker Operations Ltd. from Republic of the marshall Islands	Borrower / Borrower's Counsel	Pending
25	Corporate — Guarantor	Certified copy of constitutional documents of Thalassa Logistics International Ltd. (Cyprus)	Borrower / Borrower's Counsel	Pending	Private limited company — Cyprus
26	Corporate — Guarantor	Board resolution of Thalassa Logistics International Ltd. authorizing execution of Guarantee Agreement and Security Documents	Borrower / Borrower's Counsel	Pending
27	Corporate — Guarantor	Secretary's / Director's Certificate of Thalassa Logistics International Ltd. — incumbency, specimen signatures, constitutional documents	Borrower / Borrower's Counsel	Pending
28	Corporate — Guarantor	Certificate of good standing for Thalassa Logistics International Ltd. from Cyprus Registrar of Companies	Borrower / Borrower's Counsel	Pending

V. LEGAL OPINIONS

29	Legal Opinions	New York law enforceability opinion of Calderwood & Harkness LLP (Borrower's Counsel) addressed to Administrative Agent and the Lenders, covering enforceability of Credit Agreement and related documents	Borrower's Counsel	In Progress	Outline prepared July 1, 2023; standard shipping finance assumptions and qualifications
30	Legal Opinions	Greek law opinion of Pavlopoulos & Drakos Law Firm (Greek local counsel to Borrower) addressed to Administrative Agent and the Lenders, covering due organization, corporate power, authorization, enforceability, no conflict, and no governmental approval	Borrower's Counsel	In Progress	Outline provided to Pavlopoulos & Drakos June 30, 2023; lead partner: Theodoros Pavlopoulos
31	Legal Opinions	New York law opinion of Whitmore, Jennings & Alcott LLP (Lender's Counsel) addressed to Administrative Agent and the Lenders	Lender's Counsel	Pending	Lead partner: Harrison Caldwell
32	Legal Opinions	Cyprus law opinion(s) covering Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd. — due organization, authorization, enforceability of Guarantee and Security Documents under Cyprus law	Borrower's Counsel	Pending	Local counsel to be engaged
33	Legal Opinions	Marshall Islands law opinion covering Thalassa Tanker Operations Ltd. — due organization, authorization, enforceability of Guarantee and Security Documents under marshall Islands law	Borrower's Counsel	Pending	Local counsel to be engaged

VI. FINANCIAL STATEMENTS AND CERTIFICATES

34	Financial Statements	Audited consolidated financial statements of Thalassa Shipping & Logistics SA for fiscal year ended December 31, 2022 (Revenue ~$620M; EBITDA ~$145M)	Borrower	In Progress	Audited by Hawthorne & Garrett LLP
35	Financial Statements	Audited consolidated financial statements of Thalassa Shipping & Logistics SA for fiscal years ended December 31, 2021 and December 31, 2020	Borrower	Pending
36	Financial Statements	Unaudited interim consolidated financial statements for the most recent fiscal quarter ended prior to closing	Borrower	Pending
37	Financial Certificates	Officer's Certificate (CFO — Dimitrios Pantazis) certifying (a) accuracy of representations and warranties, (b) no default or event of default, (c) compliance with financial covenants, (d) solvency	Borrower	Pending
38	Financial Certificates	Pro forma compliance certificate demonstrating compliance with financial covenants after giving effect to initial borrowing: Max Net Leverage Ratio 4.50:1.00; Min Interest Coverage Ratio 3.00:1.00; Min Liquidity $30,000,000; Max CapEx $80,000,000/yr	Borrower	Pending

VII. VESSEL APPRAISALS AND FLEET DOCUMENTATION

39	Vessel Appraisals	Independent vessel appraisals for each of the 18 Mortgaged Vessels from Seastone Maritime Advisors Ltd. (lead appraiser: Duncan Fairweather)	Administrative Agent	In Progress	Appraisals delivered July 10, 2023; aggregate FMV $780,000,000
40	Vessel Appraisals	Confirmation that aggregate appraised FMV of Mortgaged Vessels satisfies minimum collateral coverage ratio of 140% of facility obligations (at full draw: 140% × $150M = $210M required; actual $780M — coverage ~520%)	Administrative Agent / Borrower's Counsel	In Progress	Collateral coverage analysis memo prepared July 11, 2023
41	Fleet Documentation	Schedule of Mortgaged Vessels — vessel name, IMO number, flag state, year built, deadweight tonnage, appraised FMV	Borrower	In Progress	18 of 40 total fleet vessels
42	Fleet Documentation	Copies of certificates of registry for each Mortgaged Vessel	Borrower	Pending
43	Fleet Documentation	Copies of classification society certificates for each Mortgaged Vessel confirming class status	Borrower	Pending
44	Fleet Documentation	Schedule of all time charters with remaining terms of 12 months or more for the Mortgaged Vessels	Borrower	Pending
45	Fleet Documentation	Copies of time charter agreements to be assigned as collateral	Borrower	Pending

VIII. INSURANCE

46	Insurance	Evidence of hull & machinery insurance for each Mortgaged Vessel, with Collateral Agent (Pinnacle Trust & Agency Services Inc.) named as loss payee	Borrower	Pending	Insurance broker: Trident Marine Insurance Brokers Ltd.
47	Insurance	Evidence of P&I club coverage for each Mortgaged Vessel, with Collateral Agent named as additional assured / loss payee as applicable	Borrower	Pending
48	Insurance	Evidence of war risk insurance for each Mortgaged Vessel	Borrower	Pending
49	Insurance	Insurance broker's letter from Trident Marine Insurance Brokers Ltd. confirming adequacy and compliance of insurance coverages with Credit Agreement requirements	Borrower	Pending
50	Insurance	Copies of loss payable endorsements / notices of assignment to Collateral Agent	Borrower / Collateral Agent	Pending

IX. PAYOFF AND EXISTING FACILITY

51	Payoff — Existing Facility	Payoff letter from Harborstone National Bank (contact: Philip Rennert) confirming outstanding principal, accrued interest, fees, and payoff amount under existing $125,000,000 Revolving Credit Facility (Credit Agreement dated November 15, 2018, as amended by First Amendment dated June 30, 2020 and Second Amendment dated March 1, 2022)	Borrower / Administrative Agent	Pending	Estimated payoff: $124,375,000 principal + $312,500 accrued interest = $124,687,500 (subject to per diem adjustments)
52	Payoff — Existing Facility	Wire instructions for payoff to Harborstone National Bank	Borrower	Pending	Address: 350 Park Avenue, 20th Floor, New York, NY 10022
53	Payoff — Existing Facility	Release and termination of existing liens, mortgages, and security interests held by Harborstone National Bank upon receipt of payoff amount	Borrower / Borrower's Counsel	Pending
54	Payoff — Existing Facility	UCC-3 termination statements and/or mortgage discharge documents for existing Harborstone security interests	Borrower / Borrower's Counsel	Pending
55	Payoff — Existing Facility	Confirmation of termination of existing Harborstone RCF upon receipt of payoff funds	Borrower	Pending	Existing RCF matures November 15, 2023

X. FUNDS FLOW AND CLOSING MECHANICS

56	Funds Flow	Closing Funds Flow Memorandum — final version showing: (a) initial borrowing of $125,000,000; (b) Harborstone payoff of ~$124,687,500; (c) fee payments ($750,000 upfront + $75,000 agent fee = $825,000); (d) net shortfall of ~$512,500 to be funded by TSL from own cash	Borrower's Counsel / Administrative Agent	In Progress	Preliminary draft prepared July 6, 2023; to be finalized with exact payoff and per diem
57	Funds Flow	Wire instructions for all closing payments (Borrower, Administrative Agent, Harborstone payoff bank, fee recipients)	Administrative Agent / Borrower	Pending
58	Funds Flow	Executed initial Borrowing Request from Borrower to Administrative Agent per Section 2.03 of Credit Agreement	Borrower	Pending	Pro forma prepared July 6, 2023
59	Funds Flow	Administrative Agent's confirmation of satisfaction of conditions precedent to initial borrowing	Administrative Agent	Pending

XI. REGULATORY AND GOVERNMENTAL

60	Regulatory	Confirmation that no filing with or approval from any governmental authority is required in connection with the execution of the Credit Agreement and related documents (other than post-closing mortgage filings)	Borrower's Counsel	Pending	To be confirmed in Greek law opinion
61	Regulatory	Anti-money laundering / KYC documentation for Thalassa Shipping & Logistics SA satisfactory to Administrative Agent and each Lender	Borrower / Administrative Agent	In Progress
62	Regulatory	OFAC / sanctions screening confirmation for Borrower, Guarantors, and beneficial owners	Administrative Agent	Pending
63	Regulatory	Beneficial ownership certification for Thalassa Shipping & Logistics SA (Founder & Chairman: Nikolaos Karadimitriou)	Borrower	Pending

XII. SYNDICATE LENDER DELIVERABLES

64	Syndicate — Nordkapp	Executed signature page to Credit Agreement from Nordkapp Maritime Finance AG (commitment: $40,000,000); contact: Anders Dalmqvist, Managing Director	Administrative Agent / Lender's Counsel	Pending	Commitment confirmed July 14, 2023; Brandschenkestrasse 44, 8002 Zürich, Switzerland
65	Syndicate — Clearwater	Executed signature page to Credit Agreement from Clearwater Commercial Lending LLC (commitment: $35,000,000); contact: Rosa Menendez, SVP	Administrative Agent / Lender's Counsel	Pending	Commitment confirmed July 14, 2023; 200 South Biscayne Blvd, Suite 3100, Miami, FL 33131
66	Syndicate — Eastbourne	Executed signature page to Credit Agreement from Eastbourne Capital Partners LLP (commitment: $30,000,000); contact: Gavin Holt, Partner	Administrative Agent / Lender's Counsel	Pending	Commitment confirmed July 14, 2023; 20 Moorgate, London EC2R 6DA, UK
67	Syndicate — MAB	Executed signature page to Credit Agreement from Meridian Atlantic Bank, N.A. (commitment: $45,000,000)	Administrative Agent	Pending	600 Lexington Avenue, 38th Floor, New York, NY 10022
68	Syndicate — All	KYC / AML documentation from each Lender satisfactory to Administrative Agent	Administrative Agent / Lender's Counsel	Pending

XIII. CLOSING CERTIFICATES AND MISCELLANEOUS

69	Closing Certificate	Borrower's Closing Certificate signed by CEO (Elena Vassiliou) and CFO (Dimitrios Pantazis) certifying satisfaction of conditions precedent, accuracy of representations and warranties, and absence of default	Borrower	Pending
70	Closing Certificate	General Counsel's Certificate (Aris Komnenidis) certifying no material litigation or proceedings adverse to Borrower or Guarantors	Borrower	Pending
71	Process Agent	Designation of process agent in New York for service of process on behalf of Thalassa Shipping & Logistics SA (Greek entity)	Borrower / Borrower's Counsel	Pending	Required under NY governing law provision
72	Process Agent	Designation of process agent in New York for service of process on behalf of each Guarantor organized outside the United States	Borrower / Borrower's Counsel	Pending	Thalassa Dry Bulk Holdings Ltd. (Cyprus); Thalassa Logistics International Ltd. (Cyprus); Thalassa Tanker Operations Ltd. (Marshall Islands)
73	Notices	Schedule of notice addresses for Borrower, Administrative Agent, Collateral Agent, and each Lender	Borrower's Counsel / Lender's Counsel	Pending
74	Account Details	Account details and designation of earnings accounts for the Mortgaged Vessels to be subject to Assignment of Earnings	Borrower	Pending
75	Lien Search	UCC, judgment, tax, and other lien search results for Borrower and each Guarantor in applicable jurisdictions, satisfactory to Administrative Agent	Administrative Agent / Lender's Counsel	Pending
76	Miscellaneous	Executed Closing Agenda and Signature Page Compilation	Borrower's Counsel / Lender's Counsel	Pending
77	Miscellaneous	Original executed counterparts of Credit Agreement (sufficient for each Lender, Administrative Agent, Collateral Agent, and Borrower)	Borrower's Counsel / Lender's Counsel	Pending
78	Miscellaneous	Post-Closing Letter — agreement on post-closing deliverables (if any) to be delivered within agreed timeframes after initial borrowing	Borrower's Counsel / Lender's Counsel	Pending

[sheet: Closing Checklist]
Item No. | Category | Description | Responsible Party | Status | Notes / Comments
CLOSING CHECKLIST
TRANSACTION: $150,000,000 Senior Secured Revolving Credit Facility
BORROWER: Thalassa Shipping & Logistics SA
ADMINISTRATIVE AGENT: Meridian Atlantic Bank, National Association
LENDER'S COUNSEL: Whitmore, Jennings & Alcott LLP
BORROWER'S COUNSEL: Calderwood & Harkness LLP
COLLATERAL AGENT: Pinnacle Trust & Agency Services Inc.
DATE PREPARED: July 3, 2023
PREPARED BY: Sophie Tremblay, Calderwood & Harkness LLP
MATTER NO.: 1044-00002
CATEGORY | DESCRIPTION | RESPONSIBLE PARTY | STATUS | NOTES / COMMENTS
I. CREDIT AGREEMENT AND RELATED DOCUMENTS
1 | Credit Agreement | Execution and delivery of Credit Agreement among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, Meridian Atlantic Bank, N.A., as Administrative Agent, and the Lenders party thereto | Borrower / Administrative Agent / Lender's Counsel / Borrower's Counsel | In Progress | Near-final draft circulated July 3, 2023; governed by New York law
2 | Credit Agreement | Schedules to Credit Agreement, including Schedule of Commitments: Meridian Atlantic $45,000,000; Nordkapp Maritime Finance AG $40,000,000; Clearwater Commercial Lending LLC $35,000,000; Eastbourne Capital Partners LLP $30,000,000 (Total: $150,000,000) | Borrower's Counsel / Lender's Counsel | In Progress | Commitment allocation confirmed by syndicate lenders July 14, 2023
3 | Credit Agreement | Exhibits to Credit Agreement, including form of Borrowing Request, form of Compliance Certificate, form of Assignment and Assumption | Lender's Counsel / Borrower's Counsel | In Progress | Pro forma Borrowing Request prepared July 6, 2023
4 | Guarantee | Execution and delivery of Guarantee Agreement by each Guarantor: (a) Thalassa Dry Bulk Holdings Ltd. (Cyprus); (b) Thalassa Tanker Operations Ltd. (Republic of the marshall Islands); (c) Thalassa Logistics International Ltd. (Cyprus) | Borrower / Borrower's Counsel | Pending | Three subsidiary guarantors
5 | Fee Letters | Execution and delivery of Fee Letter between Borrower and Administrative Agent (upfront/arranging fee of $750,000 (0.50% × $150M) and administrative agent fee of $75,000 per annum) | Borrower / Administrative Agent | Pending | Based on Mandate and Fee Letter dated February 14, 2023
II. SECURITY DOCUMENTS
6 | Ship Mortgages | Execution and delivery of First Preferred Ship Mortgages on each of the 18 Mortgaged Vessels in favor of Pinnacle Trust & Agency Services Inc. as Collateral Agent | Borrower / Collateral Agent / Borrower's Counsel | In Progress | C&H markup of form mortgage delivered June 23, 2023; aggregate appraised FMV $780,000,000 per Seastone appraisals
7 | Ship Mortgages | Recording/registration of Ship Mortgages with applicable flag state registries for all 18 Mortgaged Vessels | Borrower / Borrower's Counsel | Pending | Flag state requirements under review
8 | Share Pledge | Execution and delivery of Share Pledge Agreement covering 100% of equity interests in each vessel-owning subsidiary, in favor of Collateral Agent | Borrower / Collateral Agent / Borrower's Counsel | In Progress | C&H markup delivered June 23, 2023; cross-references to Cyprus and marshall Islands law
9 | Assignment of Earnings | Execution and delivery of Assignment of Earnings for each Mortgaged Vessel | Borrower / Collateral Agent / Borrower's Counsel | In Progress | C&H markup delivered June 23, 2023
10 | Assignment of Insurances | Execution and delivery of Assignment of Insurances (H&M and P&I) for each Mortgaged Vessel in favor of Collateral Agent | Borrower / Collateral Agent / Borrower's Counsel | In Progress | Covers P&I club coverage, H&M insurance, war risk; Trident Marine Insurance Brokers Ltd. as broker
11 | Charter Assignments | Execution and delivery of Assignment of Time Charters with remaining terms of 12 months or more for each Mortgaged Vessel | Borrower / Borrower's Counsel | Pending | Charter schedule to be provided by Borrower
12 | Collateral Agent Agreement | Execution and delivery of Collateral Agency Agreement by Pinnacle Trust & Agency Services Inc. | Collateral Agent / Administrative Agent / Lender's Counsel | Pending
III. CORPORATE AUTHORIZATIONS — BORROWER
13 | Corporate — Borrower | Certified copy of Articles of Association (as amended) of Thalassa Shipping & Logistics SA | Borrower / Borrower's Counsel | Pending | Greek Société Anonyme; GEMI Registration No. 143209501000
14 | Corporate — Borrower | Board of Directors resolution of Thalassa Shipping & Logistics SA authorizing the Credit Facility and related documents, and designating authorized signatories | Borrower / Borrower's Counsel | Pending
15 | Corporate — Borrower | Secretary's Certificate of Thalassa Shipping & Logistics SA attaching certified constitutional documents, board resolutions, incumbency, and specimen signatures of Elena Vassiliou (CEO) and Dimitrios Pantazis (CFO) as authorized signatories | Borrower / Borrower's Counsel | In Progress | Draft prepared June 28, 2023
16 | Corporate — Borrower | Certificate of good standing / certificate of existence for Thalassa Shipping & Logistics SA from Greek authorities | Borrower / Borrower's Counsel | Pending | Greek Tax ID (AFM): 094728361
IV. CORPORATE AUTHORIZATIONS — GUARANTORS
17 | Corporate — Guarantor | Certified copy of constitutional documents of Thalassa Dry Bulk Holdings Ltd. (Cyprus) | Borrower / Borrower's Counsel | Pending | Private limited company — Cyprus
18 | Corporate — Guarantor | Board resolution of Thalassa Dry Bulk Holdings Ltd. authorizing execution of Guarantee Agreement and Security Documents | Borrower / Borrower's Counsel | Pending
19 | Corporate — Guarantor | Secretary's / Director's Certificate of Thalassa Dry Bulk Holdings Ltd. — incumbency, specimen signatures, constitutional documents | Borrower / Borrower's Counsel | Pending
20 | Corporate — Guarantor | Certificate of good standing for Thalassa Dry Bulk Holdings Ltd. from Cyprus Registrar of Companies | Borrower / Borrower's Counsel | Pending
21 | Corporate — Guarantor | Certified copy of constitutional documents of Thalassa Tanker Operations Ltd. (Republic of the marshall Islands) | Borrower / Borrower's Counsel | Pending | Private limited company — Marshall Islands
22 | Corporate — Guarantor | Board resolution of Thalassa Tanker Operations Ltd. authorizing execution of Guarantee Agreement and Security Documents | Borrower / Borrower's Counsel | Pending
23 | Corporate — Guarantor | Secretary's / Director's Certificate of Thalassa Tanker Operations Ltd. — incumbency, specimen signatures, constitutional documents | Borrower / Borrower's Counsel | Pending
24 | Corporate — Guarantor | Certificate of good standing for Thalassa Tanker Operations Ltd. from Republic of the marshall Islands | Borrower / Borrower's Counsel | Pending
25 | Corporate — Guarantor | Certified copy of constitutional documents of Thalassa Logistics International Ltd. (Cyprus) | Borrower / Borrower's Counsel | Pending | Private limited company — Cyprus
26 | Corporate — Guarantor | Board resolution of Thalassa Logistics International Ltd. authorizing execution of Guarantee Agreement and Security Documents | Borrower / Borrower's Counsel | Pending
27 | Corporate — Guarantor | Secretary's / Director's Certificate of Thalassa Logistics International Ltd. — incumbency, specimen signatures, constitutional documents | Borrower / Borrower's Counsel | Pending
28 | Corporate — Guarantor | Certificate of good standing for Thalassa Logistics International Ltd. from Cyprus Registrar of Companies | Borrower / Borrower's Counsel | Pending
V. LEGAL OPINIONS
29 | Legal Opinions | New York law enforceability opinion of Calderwood & Harkness LLP (Borrower's Counsel) addressed to Administrative Agent and the Lenders, covering enforceability of Credit Agreement and related documents | Borrower's Counsel | In Progress | Outline prepared July 1, 2023; standard shipping finance assumptions and qualifications
30 | Legal Opinions | Greek law opinion of Pavlopoulos & Drakos Law Firm (Greek local counsel to Borrower) addressed to Administrative Agent and the Lenders, covering due organization, corporate power, authorization, enforceability, no conflict, and no governmental approval | Borrower's Counsel | In Progress | Outline provided to Pavlopoulos & Drakos June 30, 2023; lead partner: Theodoros Pavlopoulos
31 | Legal Opinions | New York law opinion of Whitmore, Jennings & Alcott LLP (Lender's Counsel) addressed to Administrative Agent and the Lenders | Lender's Counsel | Pending | Lead partner: Harrison Caldwell
32 | Legal Opinions | Cyprus law opinion(s) covering Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd. — due organization, authorization, enforceability of Guarantee and Security Documents under Cyprus law | Borrower's Counsel | Pending | Local counsel to be engaged
33 | Legal Opinions | Marshall Islands law opinion covering Thalassa Tanker Operations Ltd. — due organization, authorization, enforceability of Guarantee and Security Documents under marshall Islands law | Borrower's Counsel | Pending | Local counsel to be engaged
VI. FINANCIAL STATEMENTS AND CERTIFICATES
34 | Financial Statements | Audited consolidated financial statements of Thalassa Shipping & Logistics SA for fiscal year ended December 31, 2022 (Revenue ~$620M; EBITDA ~$145M) | Borrower | In Progress | Audited by Hawthorne & Garrett LLP
35 | Financial Statements | Audited consolidated financial statements of Thalassa Shipping & Logistics SA for fiscal years ended December 31, 2021 and December 31, 2020 | Borrower | Pending
36 | Financial Statements | Unaudited interim consolidated financial statements for the most recent fiscal quarter ended prior to closing | Borrower | Pending
37 | Financial Certificates | Officer's Certificate (CFO — Dimitrios Pantazis) certifying (a) accuracy of representations and warranties, (b) no default or event of default, (c) compliance with financial covenants, (d) solvency | Borrower | Pending
38 | Financial Certificates | Pro forma compliance certificate demonstrating compliance with financial covenants after giving effect to initial borrowing: Max Net Leverage Ratio 4.50:1.00; Min Interest Coverage Ratio 3.00:1.00; Min Liquidity $30,000,000; Max CapEx $80,000,000/yr | Borrower | Pending
VII. VESSEL APPRAISALS AND FLEET DOCUMENTATION
39 | Vessel Appraisals | Independent vessel appraisals for each of the 18 Mortgaged Vessels from Seastone Maritime Advisors Ltd. (lead appraiser: Duncan Fairweather) | Administrative Agent | In Progress | Appraisals delivered July 10, 2023; aggregate FMV $780,000,000
40 | Vessel Appraisals | Confirmation that aggregate appraised FMV of Mortgaged Vessels satisfies minimum collateral coverage ratio of 140% of facility obligations (at full draw: 140% × $150M = $210M required; actual $780M — coverage ~520%) | Administrative Agent / Borrower's Counsel | In Progress | Collateral coverage analysis memo prepared July 11, 2023
41 | Fleet Documentation | Schedule of Mortgaged Vessels — vessel name, IMO number, flag state, year built, deadweight tonnage, appraised FMV | Borrower | In Progress | 18 of 40 total fleet vessels
42 | Fleet Documentation | Copies of certificates of registry for each Mortgaged Vessel | Borrower | Pending
43 | Fleet Documentation | Copies of classification society certificates for each Mortgaged Vessel confirming class status | Borrower | Pending
44 | Fleet Documentation | Schedule of all time charters with remaining terms of 12 months or more for the Mortgaged Vessels | Borrower | Pending
45 | Fleet Documentation | Copies of time charter agreements to be assigned as collateral | Borrower | Pending
VIII. INSURANCE
46 | Insurance | Evidence of hull & machinery insurance for each Mortgaged Vessel, with Collateral Agent (Pinnacle Trust & Agency Services Inc.) named as loss payee | Borrower | Pending | Insurance broker: Trident Marine Insurance Brokers Ltd.
47 | Insurance | Evidence of P&I club coverage for each Mortgaged Vessel, with Collateral Agent named as additional assured / loss payee as applicable | Borrower | Pending
48 | Insurance | Evidence of war risk insurance for each Mortgaged Vessel | Borrower | Pending
49 | Insurance | Insurance broker's letter from Trident Marine Insurance Brokers Ltd. confirming adequacy and compliance of insurance coverages with Credit Agreement requirements | Borrower | Pending
50 | Insurance | Copies of loss payable endorsements / notices of assignment to Collateral Agent | Borrower / Collateral Agent | Pending
IX. PAYOFF AND EXISTING FACILITY
51 | Payoff — Existing Facility | Payoff letter from Harborstone National Bank (contact: Philip Rennert) confirming outstanding principal, accrued interest, fees, and payoff amount under existing $125,000,000 Revolving Credit Facility (Credit Agreement dated November 15, 2018, as amended by First Amendment dated June 30, 2020 and Second Amendment dated March 1, 2022) | Borrower / Administrative Agent | Pending | Estimated payoff: $124,375,000 principal + $312,500 accrued interest = $124,687,500 (subject to per diem adjustments)
52 | Payoff — Existing Facility | Wire instructions for payoff to Harborstone National Bank | Borrower | Pending | Address: 350 Park Avenue, 20th Floor, New York, NY 10022
53 | Payoff — Existing Facility | Release and termination of existing liens, mortgages, and security interests held by Harborstone National Bank upon receipt of payoff amount | Borrower / Borrower's Counsel | Pending
54 | Payoff — Existing Facility | UCC-3 termination statements and/or mortgage discharge documents for existing Harborstone security interests | Borrower / Borrower's Counsel | Pending
55 | Payoff — Existing Facility | Confirmation of termination of existing Harborstone RCF upon receipt of payoff funds | Borrower | Pending | Existing RCF matures November 15, 2023
X. FUNDS FLOW AND CLOSING MECHANICS
56 | Funds Flow | Closing Funds Flow Memorandum — final version showing: (a) initial borrowing of $125,000,000; (b) Harborstone payoff of ~$124,687,500; (c) fee payments ($750,000 upfront + $75,000 agent fee = $825,000); (d) net shortfall of ~$512,500 to be funded by TSL from own cash | Borrower's Counsel / Administrative Agent | In Progress | Preliminary draft prepared July 6, 2023; to be finalized with exact payoff and per diem
57 | Funds Flow | Wire instructions for all closing payments (Borrower, Administrative Agent, Harborstone payoff bank, fee recipients) | Administrative Agent / Borrower | Pending
58 | Funds Flow | Executed initial Borrowing Request from Borrower to Administrative Agent per Section 2.03 of Credit Agreement | Borrower | Pending | Pro forma prepared July 6, 2023
59 | Funds Flow | Administrative Agent's confirmation of satisfaction of conditions precedent to initial borrowing | Administrative Agent | Pending
XI. REGULATORY AND GOVERNMENTAL
60 | Regulatory | Confirmation that no filing with or approval from any governmental authority is required in connection with the execution of the Credit Agreement and related documents (other than post-closing mortgage filings) | Borrower's Counsel | Pending | To be confirmed in Greek law opinion
61 | Regulatory | Anti-money laundering / KYC documentation for Thalassa Shipping & Logistics SA satisfactory to Administrative Agent and each Lender | Borrower / Administrative Agent | In Progress
62 | Regulatory | OFAC / sanctions screening confirmation for Borrower, Guarantors, and beneficial owners | Administrative Agent | Pending
63 | Regulatory | Beneficial ownership certification for Thalassa Shipping & Logistics SA (Founder & Chairman: Nikolaos Karadimitriou) | Borrower | Pending
XII. SYNDICATE LENDER DELIVERABLES
64 | Syndicate — Nordkapp | Executed signature page to Credit Agreement from Nordkapp Maritime Finance AG (commitment: $40,000,000); contact: Anders Dalmqvist, Managing Director | Administrative Agent / Lender's Counsel | Pending | Commitment confirmed July 14, 2023; Brandschenkestrasse 44, 8002 Zürich, Switzerland
65 | Syndicate — Clearwater | Executed signature page to Credit Agreement from Clearwater Commercial Lending LLC (commitment: $35,000,000); contact: Rosa Menendez, SVP | Administrative Agent / Lender's Counsel | Pending | Commitment confirmed July 14, 2023; 200 South Biscayne Blvd, Suite 3100, Miami, FL 33131
66 | Syndicate — Eastbourne | Executed signature page to Credit Agreement from Eastbourne Capital Partners LLP (commitment: $30,000,000); contact: Gavin Holt, Partner | Administrative Agent / Lender's Counsel | Pending | Commitment confirmed July 14, 2023; 20 Moorgate, London EC2R 6DA, UK
67 | Syndicate — MAB | Executed signature page to Credit Agreement from Meridian Atlantic Bank, N.A. (commitment: $45,000,000) | Administrative Agent | Pending | 600 Lexington Avenue, 38th Floor, New York, NY 10022
68 | Syndicate — All | KYC / AML documentation from each Lender satisfactory to Administrative Agent | Administrative Agent / Lender's Counsel | Pending
XIII. CLOSING CERTIFICATES AND MISCELLANEOUS
69 | Closing Certificate | Borrower's Closing Certificate signed by CEO (Elena Vassiliou) and CFO (Dimitrios Pantazis) certifying satisfaction of conditions precedent, accuracy of representations and warranties, and absence of default | Borrower | Pending
70 | Closing Certificate | General Counsel's Certificate (Aris Komnenidis) certifying no material litigation or proceedings adverse to Borrower or Guarantors | Borrower | Pending
71 | Process Agent | Designation of process agent in New York for service of process on behalf of Thalassa Shipping & Logistics SA (Greek entity) | Borrower / Borrower's Counsel | Pending | Required under NY governing law provision
72 | Process Agent | Designation of process agent in New York for service of process on behalf of each Guarantor organized outside the United States | Borrower / Borrower's Counsel | Pending | Thalassa Dry Bulk Holdings Ltd. (Cyprus); Thalassa Logistics International Ltd. (Cyprus); Thalassa Tanker Operations Ltd. (Marshall Islands)
73 | Notices | Schedule of notice addresses for Borrower, Administrative Agent, Collateral Agent, and each Lender | Borrower's Counsel / Lender's Counsel | Pending
74 | Account Details | Account details and designation of earnings accounts for the Mortgaged Vessels to be subject to Assignment of Earnings | Borrower | Pending
75 | Lien Search | UCC, judgment, tax, and other lien search results for Borrower and each Guarantor in applicable jurisdictions, satisfactory to Administrative Agent | Administrative Agent / Lender's Counsel | Pending
76 | Miscellaneous | Executed Closing Agenda and Signature Page Compilation | Borrower's Counsel / Lender's Counsel | Pending
77 | Miscellaneous | Original executed counterparts of Credit Agreement (sufficient for each Lender, Administrative Agent, Collateral Agent, and Borrower) | Borrower's Counsel / Lender's Counsel | Pending
78 | Miscellaneous | Post-Closing Letter — agreement on post-closing deliverables (if any) to be delivered within agreed timeframes after initial borrowing | Borrower's Counsel / Lender's Counsel | Pending