EXHIBIT G — FORM OF BORROWING REQUEST

EXHIBIT G — FORM OF BORROWING REQUEST
Revolving Credit Borrowing Request
Pursuant to the Credit Agreement dated as of July 6, 2023 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic (the "Borrower"), the Guarantors party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent (in such capacity, the "Administrative Agent"), and the Lenders from time to time party thereto.
[Insert Date]
(Template form prepared July 6, 2023)
Meridian Atlantic Bank, National Association, as Administrative Agent 600 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Catherine Hsiang, Relationship Manager
Ladies and Gentlemen:
Reference is made to the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement. This Borrowing Request is delivered to the Administrative Agent pursuant to Section 2.03 of the Credit Agreement. The Borrower hereby represents and warrants that each person executing this Borrowing Request on behalf of the Borrower is a Responsible Officer duly authorized to execute and deliver this Borrowing Request on behalf of the Borrower.
Section 1. Borrowing Request
The undersigned Borrower hereby requests a Revolving Credit Borrowing under the Credit Agreement as follows:
(a) Aggregate Principal Amount of the Requested Borrowing: $[____]
[Guidance Note: The aggregate principal amount of the requested Borrowing shall not exceed the total Revolving Credit Commitments of $150,000,000.00 less the aggregate principal amount of all outstanding Revolving Credit Loans and the aggregate LC Exposure and the aggregate principal amount of all outstanding Swingline Loans as of the requested Borrowing Date. The requested Borrowing must be in an aggregate principal amount that is (x) an integral multiple of $1,000,000.00 and not less than $5,000,000.00, in the case of a Term SOFR Borrowing, or (y) an integral multiple of $500,000.00 and not less than $1,000,000.00, in the case of an ABR Borrowing, or, in each case, equal to the remaining available balance of the Total Revolving Credit Commitments.]
(b) Date of the Requested Borrowing (the "Borrowing Date"): [___], 202[]
[Guidance Note: The requested Borrowing Date must be a Business Day. In the case of a Term SOFR Borrowing, this Borrowing Request must be delivered to the Administrative Agent not later than 1:00 p.m. (New York City time) not less than three (3) Business Days prior to the requested Borrowing Date. In the case of an ABR Borrowing, this Borrowing Request must be delivered to the Administrative Agent not later than 1:00 p.m. (New York City time) not less than one (1) Business Day prior to the requested Borrowing Date.]
(c) Type of Borrowing Requested: [Term SOFR Borrowing / ABR Borrowing] (select one)
[Guidance Note: If no election is specified, the requested Borrowing shall be deemed to be an ABR Borrowing in accordance with Section 2.03(d) of the Credit Agreement.]
(d) Interest Period (if Term SOFR Borrowing): [one / three / six] month(s)
[Guidance Note: Applicable only if a Term SOFR Borrowing is selected in item (c) above. The initial Interest Period shall be as permitted under Section 2.06 of the Credit Agreement. If no Interest Period is specified for a Term SOFR Borrowing, the Borrower shall be deemed to have selected an Interest Period of one (1) month. No Interest Period shall extend beyond the Revolving Credit Maturity Date.]
(e) Currency: United States Dollars.
(f) Disbursement Instructions: The Administrative Agent is hereby instructed to disburse the proceeds of the requested Borrowing to the following account of the Borrower:
[Guidance Note: The disbursement account must be a deposit account maintained by the Borrower at a financial institution located in the United States and previously identified to, and approved by, the Administrative Agent in accordance with Section 2.04(a) of the Credit Agreement.]
Section 2. Purpose
The proceeds of the requested Borrowing shall be used for [insert purpose — e.g., refinancing of existing indebtedness under the Credit Agreement dated November 15, 2018 (as amended by that certain First Amendment to Credit Agreement dated June 30, 2020, and as further amended by that certain Second Amendment to Credit Agreement dated March 1, 2022), by and among the Borrower and Harborstone National Bank, as administrative agent and lender / general corporate purposes, including working capital needs of the Borrower and its Restricted Subsidiaries / working capital and other general corporate purposes permitted under the Credit Agreement].
[Guidance Note: The stated purpose must be a purpose permitted under Section 5.08 of the Credit Agreement. Permitted uses include (i) the refinancing in full of indebtedness outstanding under the Existing Credit Agreement, (ii) the payment of fees, commissions, premiums, costs, and expenses incurred in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents, (iii) working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries, and (iv) any other purpose expressly permitted by the Credit Agreement. The Borrower should specify the applicable purpose with reasonable particularity.]
Section 3. Representations and Certifications
(a) The Borrower hereby certifies to the Administrative Agent and each of the Lenders that, as of the date hereof and as of the Borrowing Date (both immediately before and immediately after giving effect to the requested Borrowing and to the application of the proceeds thereof):
(i) Each of the conditions precedent set forth in Section 4.02 of the Credit Agreement (Conditions to Each Credit Event) has been satisfied in full or, to the extent permitted by the Credit Agreement, has been duly waived in writing by the Required Lenders (or, where applicable, all affected Lenders), and no condition precedent set forth in Section 4.02 of the Credit Agreement remains unsatisfied or unwaived as of the date hereof or shall remain unsatisfied or unwaived as of the Borrowing Date. Without limiting the generality of the foregoing, the Borrower has delivered, or shall have delivered on or prior to the Borrowing Date, all documents, certificates, opinions, and other deliverables required to be delivered in connection with the requested Borrowing under the Credit Agreement and the other Loan Documents.
(ii) The representations and warranties of the Borrower and each of the Guarantors set forth in Article III of the Credit Agreement and in each other Loan Document to which the Borrower or any such Guarantor is a party are true and correct in all material respects (or, in the case of any representation or warranty that is qualified by materiality, "Material Adverse Effect," or any similar qualification, true and correct in all respects) on and as of the date hereof and on and as of the Borrowing Date with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date (including, without limitation, the Closing Date), in which case such representation or warranty is true and correct in all material respects (or, as applicable, in all respects) as of such earlier date. The Borrower further certifies that no information, report, financial statement, exhibit, or schedule furnished by or on behalf of the Borrower or any Guarantor to the Administrative Agent or any Lender in connection with this Borrowing Request or in connection with the negotiation of the Credit Agreement or delivered thereunder, when taken as a whole and as supplemented or amended through the date hereof, contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(iii) No Default or Event of Default has occurred and is continuing as of the date hereof, and no Default or Event of Default would result from the making of the requested Borrowing or from the application of the proceeds thereof. The Borrower has reviewed the events and conditions described in Sections 7.01 and 7.02 of the Credit Agreement and confirms that none of such events or conditions has occurred and is continuing as of the date hereof and that no such event or condition will have occurred and be continuing on the Borrowing Date after giving effect to the requested Borrowing and the application of proceeds thereof.
(iv) After giving effect to the requested Borrowing, the aggregate outstanding principal amount of all Revolving Credit Loans, together with the aggregate LC Exposure and the aggregate principal amount of all Swingline Loans then outstanding, does not and shall not exceed the Total Revolving Credit Commitments, which, as of the date of the Credit Agreement, are equal to One Hundred Fifty Million and 00/100 Dollars ($150,000,000.00). For the avoidance of doubt, the Borrower certifies that no Revolving Credit Lender's Revolving Credit Exposure shall exceed such Lender's Revolving Credit Commitment after giving effect to the requested Borrowing.
(v) After giving effect to the requested Borrowing and the application of the proceeds thereof, the Borrower is in pro forma compliance with each of the financial covenants set forth in Section 6.12 of the Credit Agreement, including, without limitation, each of the following (in each case, calculated as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.01 of the Credit Agreement, on a pro forma basis after giving effect to the requested Borrowing):
(A) the Maximum Consolidated Net Leverage Ratio does not exceed 4.50 to 1.00 (or, if the Borrowing Date falls on or after the first day of the third Fiscal Year following the Closing Date, 4.00 to 1.00), in each case as calculated in accordance with the definitions and methodology set forth in Section 6.12(a) of the Credit Agreement;
(B) the Minimum Consolidated Interest Coverage Ratio is not less than 3.00 to 1.00, as calculated in accordance with the definitions and methodology set forth in Section 6.12(b) of the Credit Agreement;
(C) the Minimum Liquidity requirement is satisfied, and unrestricted cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries, together with undrawn and available Revolving Credit Commitments, is not less than Thirty Million and 00/100 Dollars ($30,000,000.00), as calculated in accordance with Section 6.12(c) of the Credit Agreement; and
(D) the Maximum Capital Expenditures limitation has not been and shall not be exceeded, and aggregate Capital Expenditures of the Borrower and its Restricted Subsidiaries for the current Fiscal Year do not and, after giving effect to the requested Borrowing and the anticipated application of the proceeds thereof, shall not exceed Eighty Million and 00/100 Dollars ($80,000,000.00), as calculated in accordance with Section 6.12(d) of the Credit Agreement.
(vi) The Collateral Coverage Ratio (as defined in the Credit Agreement) is not less than 140% after giving effect to the requested Borrowing. The Borrower certifies that the aggregate appraised Fair Market Value of the Collateral (determined in accordance with the most recent appraisals delivered pursuant to Section 5.11 of the Credit Agreement) equals or exceeds the product of 1.40 multiplied by the sum of (x) the aggregate outstanding principal amount of all Revolving Credit Loans (after giving effect to the requested Borrowing), (y) the aggregate LC Exposure, and (z) the aggregate principal amount of all outstanding Swingline Loans.
[Guidance Note: At full utilization of the Total Revolving Credit Commitments of $150,000,000.00, the minimum required aggregate appraised Fair Market Value of the Collateral is $210,000,000.00 (i.e., $150,000,000.00 × 140%). The Borrower should confirm that the most recently delivered vessel appraisals and other collateral valuations support this certification.]
Section 4. Notices
The Borrower hereby requests that the Administrative Agent promptly notify each Lender of the contents of this Borrowing Request in accordance with Section 2.03(b) of the Credit Agreement, including the aggregate principal amount of the requested Borrowing, the Borrowing Date, the Type of Borrowing, and, if applicable, the Interest Period selected, so that each Lender may make its Pro Rata Share of the requested Borrowing available to the Administrative Agent by the required time on the Borrowing Date.
For purposes of any notices, communications, or correspondence from the Administrative Agent or any Lender to the Borrower in connection with this Borrowing Request, the contact details of the Borrower are as follows:
Borrower:
Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35, Greece
Attention: [Insert — e.g., Dimitrios Pantazis, Chief Financial Officer / Aris Komnenidis, General Counsel]
Telephone: [____]
Email: [____]
With a copy to Borrower's Counsel:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Attention: [Insert — e.g., Ian Blackwood / Sophie Tremblay]
Email: [____]
Section 5. Governing Law
This Borrowing Request shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
IN WITNESS WHEREOF, the undersigned Borrower has caused this Borrowing Request to be duly executed and delivered by its duly authorized officer as of the date first set forth above.
THALASSA SHIPPING & LOGISTICS SA, as Borrower
By: ________
Name: [____]
Title: [____]
Date: [____]
[Guidance Note: This Borrowing Request must be signed by a Responsible Officer of the Borrower (as defined in the Credit Agreement). Authorized signatories include, without limitation, Elena Vassiliou, Chief Executive Officer, or Dimitrios Pantazis, Chief Financial Officer. The Administrative Agent may rely on the incumbency certificate most recently delivered pursuant to Section 4.01(a)(iv) of the Credit Agreement in confirming the authority of the signatory.]
ANNEX A
Lender Commitment Allocations
(For Reference Only — Administrative Agent Use)
The table below sets forth the Pro Rata Share of each Lender under the Credit Agreement and the corresponding allocation of the requested Borrowing amount among the Lenders based on their respective Revolving Credit Commitments. Each Lender's funded amount in respect of the requested Borrowing shall equal the aggregate principal amount of the requested Borrowing multiplied by such Lender's Pro Rata Share, rounded to the nearest cent.
[Guidance Note: Each Lender's funded amount in respect of the requested Borrowing shall be calculated as follows: Requested Borrowing Amount × such Lender's Pro Rata Share = such Lender's Funded Amount. For example, for a Borrowing of $30,000,000.00: Meridian Atlantic Bank, National Association would fund $9,000,000.00 (30.00%); Nordkapp Maritime Finance AG would fund $8,001,000.00 (26.67%); Clearwater Commercial Lending LLC would fund $6,999,000.00 (23.33%); and Eastbourne Capital Partners LLP would fund $6,000,000.00 (20.00%). Pro Rata Shares are subject to adjustment in accordance with any assignments effected pursuant to Section 9.04 of the Credit Agreement. The Administrative Agent should confirm that the Pro Rata Shares reflected above are current as of the applicable Borrowing Date by reference to the Register maintained pursuant to Section 9.04(b)(iv) of the Credit Agreement.]
TEMPLATE NOTATION
Form prepared July 6, 2023 by Calderwood & Harkness LLP, counsel to Borrower. This form is a template and has not been completed or executed. All bracketed items require completion prior to submission to the Administrative Agent. This form is attached as Exhibit G to the Credit Agreement and is incorporated therein by reference. Any modifications to this form must be approved by the Administrative Agent in accordance with Section 9.02 of the Credit Agreement.
Calderwood & Harkness LLP Matter No. 1044-00002
Account Name: | [____]
Bank Name: | [____]
Account Number: | [____]
ABA Routing Number / SWIFT Code: | [____]
Reference: | [____]
Lender | Revolving Credit Commitment | Pro Rata Share
Meridian Atlantic Bank, National Association | $45,000,000.00 | 30.00%
Nordkapp Maritime Finance AG | $40,000,000.00 | 26.67%
Clearwater Commercial Lending LLC | $35,000,000.00 | 23.33%
Eastbourne Capital Partners LLP | $30,000,000.00 | 20.00%
Total | $150,000,000.00 | 100.00%