CALDERWOOD & HARKNESS LLP
DRAFT OUTLINE OF NEW YORK LAW LEGAL OPINION
Matter No. 1044-00002 — Thalassa Shipping & Logistics SA
$150,000,000 Senior Secured Revolving Credit Facility
Purpose. This document sets out, in outline form, the proposed New York law enforceability opinion to be delivered by Calderwood & Harkness LLP ("C&H" or the "Firm") at closing of the $150,000,000 senior secured revolving credit facility to be extended to Thalassa Shipping & Logistics SA. The opinion is to be addressed to Meridian Atlantic Bank, National Association, as Administrative Agent, and the Lenders party to the Credit Agreement, and to Pinnacle Trust & Agency Services Inc., as Collateral Agent. This outline is intended (i) as a working draft against which the Firm's opinion committee will review scope and coverage, (ii) as a basis for discussion with the Borrower and Lenders' counsel regarding permissible assumptions and qualifications, and (iii) as a coordination reference for local counsel in the Hellenic Republic, the Republic of Cyprus, and the Republic of the Marshall Islands. This is not a form of the opinion to be executed and delivered at closing; that form will be circulated in final form no fewer than five (5) Business Days prior to the anticipated Closing Date.
I. Introductory Paragraph / Opinion Letter Header
The opinion letter will open with a customary introductory paragraph identifying the addressees, the transaction, the Firm, and the scope of the opinion. Anticipated substance is as follows.
1.1 Addressees. The opinion will be addressed to each of the following (collectively, the "Addressees"):
Administrative Agent:
Meridian Atlantic Bank, National Association 600 Lexington Avenue, 38th Floor New York, NY 10022
Attention: Loan Operations — Shipping Finance Group
Lenders party to the Credit Agreement:
1. Meridian Atlantic Bank, National Association (in its capacity as a Lender) — commitment: $45,000,000
2. Nordkapp Maritime Finance AG, Brandschenkestrasse 44, 8002 Zürich, Switzerland — commitment: $40,000,000
3. Clearwater Commercial Lending LLC, 200 South Biscayne Boulevard, Suite 3100, Miami, FL 33131 — commitment: $35,000,000
4. Eastbourne Capital Partners LLP, 20 Moorgate, London EC2R 6DA, United Kingdom — commitment: $30,000,000
Collateral Agent:
Pinnacle Trust & Agency Services Inc. One Liberty Plaza, 44th Floor New York, NY 10006
Attention: Corporate Trust — Maritime Facilities
Aggregate committed amount under the Facility: $150,000,000.
1.2 Identification of Transaction
The opinion will reference the Credit Agreement dated as of [●], 2023 (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 (the "Guarantors"), the Lenders party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, and Pinnacle Trust & Agency Services Inc., as Collateral Agent.
The transaction consists of a $150,000,000 senior secured revolving credit facility (the "Facility"), the proceeds of which are to be applied to:
• refinance in full the Borrower's existing $125,000,000 revolving credit facility with Harborstone National Bank, maturing November 15, 2023; and
• provide $25,000,000 of incremental liquidity for general corporate purposes and working capital needs of the Borrower and its subsidiaries.
The Credit Agreement and each of the related Transaction Documents to which the opinion relates are governed by, and to be construed in accordance with, the laws of the State of New York.
1.3 Identification of Calderwood & Harkness LLP
The opinion will identify the Firm as follows:
Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Counsel to the Borrower in connection with the Transaction.
1.4 Capacity of Opinion
The opinion will state expressly that C&H is admitted to practice in the State of New York and that the opinion is limited to matters of:
• the law of the State of New York, including the applicable provisions of the Uniform Commercial Code as in effect in the State of New York (the "NY UCC"); and
• applicable federal law of the United States of America.
The opinion will state expressly that no opinion is expressed as to the laws of:
• the Hellenic Republic;
• the Republic of Cyprus;
• the Republic of the Marshall Islands;
• the Swiss Confederation;
• England and Wales; or
• any other jurisdiction.
The opinion will further note that a separate Greek law opinion is to be delivered by Pavlopoulos & Drakos Law Firm, 22 Filellinon Street, Athens 105 57, Greece, as Greek local counsel to the Borrower, and that flag state and Cyprus corporate opinions are to be delivered by local counsel to be engaged for such purposes.
II. Documents Examined
The opinion will set forth a customary schedule of documents examined by the Firm, structured as follows.
2.1 Transaction Documents (the "Opinion Documents")
For purposes of rendering the opinion, the Firm will have examined executed originals (or copies certified or otherwise identified to its satisfaction) of the following (collectively, the "Opinion Documents"):
1. The Credit Agreement.
2. Each of the following security and collateral documents:
(a) Form of First Preferred Ship Mortgage, to be executed and recorded in favor of the Collateral Agent covering the eighteen (18) vessels identified on Exhibit B (the "Mortgaged Vessels"), with aggregate appraised fair market value of $780,000,000 as of July 10, 2023 per appraisals of Seastone Maritime Advisors Ltd.;
(b) Share Pledge Agreement pledging 100% of the issued and outstanding equity interests in each of:
• Thalassa Dry Bulk Holdings Ltd. (Cyprus);
• Thalassa Tanker Operations Ltd. (Republic of the Marshall Islands); and
• Thalassa Logistics International Ltd. (Cyprus);
(c) Assignment of Earnings, covering all earnings accounts maintained in respect of the Mortgaged Vessels;
(d) Assignment of Insurances, covering the hull & machinery, protection & indemnity, and war risk insurance policies in respect of the Mortgaged Vessels (Trident Marine Insurance Brokers Ltd. as insurance broker of record).
3. Each Guaranty Agreement executed and delivered by:
(a) Thalassa Dry Bulk Holdings Ltd.;
(b) Thalassa Tanker Operations Ltd.; and
(c) Thalassa Logistics International Ltd.
4. The form of Borrowing Request (pro forma) referenced in Section 2.03 of the Credit Agreement.
5. The Mandate and Fee Letter dated February 14, 2023 between the Borrower and Meridian Atlantic Bank, National Association, solely to the extent relevant to the opinions expressed herein.
Drafting Note (internal): The Credit Agreement version referenced in the opinion should be the executed version delivered at closing. The near-final draft in the file as of the date of this outline is dated July 3, 2023 and reflects all commercially agreed terms.
2.2 Organizational and Authorization Documents
The Firm will have also examined:
• certified copies of the articles of association (as amended through the date hereof) of Thalassa Shipping & Logistics SA;
• board resolutions of the Borrower authorizing the execution, delivery, and performance of the Credit Agreement and each other Opinion Document to which it is a party, and the borrowings, guarantees, and grants of security thereunder;
• a Secretary's Certificate of the Borrower (draft dated June 28, 2023) attaching (i) certified constitutional documents, (ii) board resolutions, (iii) incumbency certificates, and (iv) specimen signatures of Elena Vassiliou (Chief Executive Officer) and Dimitrios Pantazis (Chief Financial Officer);
• extract of General Commercial Registry (GEMI) confirming valid existence of the Borrower, Registration No. 143209501000;
• confirmation of the Borrower's Greek Tax Identification Number (AFM): 094728361; and
• analogous constitutional, authorization, and incumbency documentation for each Guarantor (as certified by the relevant Guarantor's secretary or authorized officer).
2.3 Other Documents
The Firm will have also examined:
• such good standing certificates or equivalents as are available under the laws of the jurisdictions of organization of the Borrower and each Guarantor (to the extent such certificates are available and customary);
• officers' certificates and incumbency certificates delivered at closing;
• Uniform Commercial Code, lien, and judgment searches conducted in such filing offices as the Firm has deemed relevant under New York law; and
• such other documents, certificates, and records as the Firm has deemed necessary or appropriate as a basis for the opinions expressed.
III. Assumptions
The opinion will be rendered subject to the customary assumptions set forth below. The Firm will assume, without independent investigation and with the express permission of the Addressees, each of the following.
3.1 General Assumptions
(a) All signatures on documents examined by the Firm are genuine; all documents submitted to the Firm as originals are authentic; and all documents submitted to the Firm as copies (whether certified or otherwise) conform to the originals thereof.
(b) Each natural person executing any Opinion Document has the legal capacity to do so.
(c) Each party to the Opinion Documents (other than the Borrower and the Guarantors, with respect to which separate opinions are expressed herein or delivered by local counsel) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization.
(d) Each party to the Opinion Documents (other than the Borrower and the Guarantors) has all requisite corporate or other organizational power and authority to execute and deliver, and to perform its obligations under, the Opinion Documents to which it is a party, and such execution, delivery, and performance have been duly authorized by all necessary corporate or other organizational action.
(e) The Opinion Documents have been duly executed and delivered by each party thereto pursuant to due authorization.
3.2 Factual Assumptions Specific to Shipping Finance
Because the Facility is secured principally by vessel collateral, the Firm will make the following additional factual assumptions:
(a) Each of the Mortgaged Vessels is duly registered under the applicable flag state registry (Marshall Islands, Cyprus, or Liberia, as applicable) and each such registration is in full force and effect.
(b) The appraisals of the 18 Mortgaged Vessels prepared by Seastone Maritime Advisors Ltd. and delivered July 10, 2023, reflecting an aggregate fair market value of $780,000,000, are accurate as of their respective dates and have been prepared in accordance with prevailing industry standards for the appraisal of oceangoing commercial tonnage.
(c) Each vessel-owning subsidiary is the sole legal and beneficial owner of the Mortgaged Vessel(s) registered in its name, free and clear of all liens, charges, and encumbrances other than those permitted under the Credit Agreement.
(d) Each time charter with a remaining term of twelve (12) months or more that is subject to assignment as part of the collateral package is in full force and effect on its stated terms.
(e) All insurance coverages (including hull & machinery, protection & indemnity, and war risk) required by the Credit Agreement are in place, are in full force and effect, and include loss payee and additional insured endorsements in favor of Pinnacle Trust & Agency Services Inc., as Collateral Agent.
3.3 Choice-of-Law Assumptions
(a) The choice of the law of the State of New York as the governing law of the Credit Agreement and the other Opinion Documents governed by New York law is a valid, effective, and enforceable choice of law under New York General Obligations Law § 5-1401 (on the basis that the aggregate consideration for the transaction contemplated by the Credit Agreement, being $150,000,000, exceeds the statutory threshold of $250,000).
(b) Each party to the Opinion Documents has submitted to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and of the United States District Court for the Southern District of New York for purposes of any action or proceeding arising out of or relating to the Opinion Documents.
3.4 No-Fraud / Good-Faith Assumption
All parties to the Opinion Documents have acted, and will act, in good faith and without fraud, duress, undue influence, or mistake in connection with the negotiation, execution, delivery, and performance of the Opinion Documents. The Firm has no actual knowledge that any such assumption is incorrect.
IV. Opinions
Based upon and subject to the foregoing, and subject to the qualifications and limitations set forth in Section V below, the Firm will render opinions substantially in the form set forth below.
4.1 Enforceability Opinion
Each Opinion Document governed by the laws of the State of New York to which the Borrower or any Guarantor is a party constitutes the legal, valid, and binding obligation of the Borrower and each such Guarantor party thereto, enforceable against the Borrower and each such Guarantor in accordance with its terms, subject in each case to the Enforceability Qualifications set forth in Section V.
4.2 No Violation of New York Law
The execution and delivery by the Borrower and each Guarantor of the Opinion Documents to which it is a party, and the performance by the Borrower and each such Guarantor of its respective obligations thereunder, do not violate any applicable law, rule, or regulation of the State of New York or of the United States of America that, in the Firm's experience, is normally applicable to transactions of the type contemplated by the Credit Agreement, it being understood that the Firm has not conducted any special investigation as to the applicability of any specific law, rule, or regulation to the Borrower, the Guarantors, or the Transaction.
4.3 No Governmental Approvals under New York or Federal Law
No consent, approval, authorization, order, filing, registration, or qualification of or with any governmental authority of the State of New York or the United States of America is required to be obtained or made by the Borrower or any Guarantor in connection with the execution and delivery by the Borrower or such Guarantor of the Opinion Documents to which it is a party, or the performance by the Borrower or such Guarantor of its respective obligations thereunder, other than (i) those that have been obtained or made and are in full force and effect on or prior to the date hereof, and (ii) filings and recordings necessary to perfect security interests, which are addressed separately below.
The Firm expressly does not address consents, approvals, or filings required under the laws of the Hellenic Republic, the Republic of Cyprus, the Republic of the Marshall Islands, or any other non-U.S. jurisdiction, which are to be addressed by local counsel.
4.4 Choice of Law
Under New York General Obligations Law § 5-1401, the choice by the parties of the law of the State of New York as the governing law of the Credit Agreement and the other Opinion Documents governed by New York law will be given effect by a New York court or a United States federal court sitting in New York, without regard to whether New York bears a reasonable relationship to the transaction. The submission-to-jurisdiction, service-of-process, and waiver-of-jury-trial provisions contained in the Credit Agreement (and analogous provisions in the other Opinion Documents) are valid and, subject to the qualifications set forth in Section V, enforceable in accordance with their terms.
4.5 Usury. The Credit Agreement does not, on its face, violate the usury laws of the State of New York. This opinion is based on:
• the interest rate provisions of the Credit Agreement (Term SOFR plus an applicable margin ranging from 225 to 325 basis points based on a leverage-based pricing grid);
• the commitment fees payable under the Credit Agreement (0.375% per annum on unused commitments, stepping down to 0.25% per annum when utilization exceeds 50% of aggregate commitments of $150,000,000);
• the upfront / arranging fee of $750,000 (representing 0.50% of the aggregate committed amount of $150,000,000);
• the annual administrative agent fee of $75,000; and
• the fact that the Borrower is a corporate entity borrowing in excess of $2,500,000.
The Firm relies on the exemptions from New York usury laws set forth in New York General Obligations Law § 5-501(6) and New York Banking Law § 14-a applicable to obligations of the type and amount contemplated by the Credit Agreement. The Firm further notes the customary "usury savings" clause included in the Credit Agreement, which limits interest and fees to the maximum rate permitted by law and provides for rebate of any excess.
4.6 UCC Matters
To the extent any of the collateral described in the Opinion Documents constitutes personal property subject to the NY UCC, the security interests purported to be granted therein in favor of the Collateral Agent are properly created under Article 9 of the NY UCC, and — assuming (i) the filing of appropriate UCC-1 financing statements in the office of the New York Department of State (or such other filing office as the NY UCC prescribes) and (ii) as to collateral perfectable only by possession or control, the taking of such possession or the establishment of such control — such security interests will be duly perfected under the NY UCC.
The Firm expresses no opinion regarding priority, and none regarding the creation, perfection, or priority of security interests in the Mortgaged Vessels themselves (as to which see Section 4.7).
4.7 No Opinion on Ship Mortgages as Matter of Maritime / Flag State Law
The opinion does not address the creation, validity, perfection, priority, or enforceability of any ship mortgage over the Mortgaged Vessels as a matter of general maritime law, admiralty law, or the flag state law of any jurisdiction under which any Mortgaged Vessel is registered. Such matters are to be addressed by local maritime counsel qualified in the applicable flag state.
V. Qualifications and Limitations
The opinions set forth in Section IV are subject to, and qualified by, each of the following (collectively, the "Enforceability Qualifications").
5.1 Bankruptcy and Insolvency Qualification
The enforceability opinions expressed above are subject to the effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent transfer, fraudulent conveyance, preference, and other similar laws affecting the rights and remedies of creditors generally, including, without limitation:
(a) Title 11 of the United States Code, as amended (the "Bankruptcy Code"), and any successor statute or law;
(b) applicable state insolvency, receivership, moratorium, assignment-for-the-benefit-of-creditors, and similar laws; and
(c) general principles of equity (whether considered in a proceeding in equity or at law), including without limitation concepts of materiality, reasonableness, good faith, fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies, regardless of whether enforceability is considered in a proceeding in equity or at law.
5.2 Equitable Principles Qualification
Without limiting the generality of Section 5.1, the enforceability of the Opinion Documents may be subject to or limited by general principles of equity, including:
(a) the discretion of a court to grant or deny specific performance, injunctive relief, or other equitable remedies;
(b) the possible unenforceability, in whole or in part, of provisions purporting to require indemnification, contribution, or exculpation, to the extent such provisions are found to violate public policy (including, without limitation, indemnification for a party's own gross negligence, willful misconduct, or violation of law); and
(c) limitations on the enforceability of provisions purporting to waive rights or defenses that, as a matter of law or public policy, cannot be waived.
5.3 Choice-of-Law Qualifications
Although the Firm believes that a New York court would give effect to the parties' choice of New York law pursuant to New York General Obligations Law § 5-1401, in certain circumstances a court could, notwithstanding such choice:
(a) apply the law of another jurisdiction under applicable conflict-of-laws principles (including in the case of a court sitting outside New York); or
(b) decline to apply New York law to a particular issue where the application of New York law would be contrary to a fundamental public policy of a jurisdiction having a materially greater interest in the determination of that issue.
The Firm expresses no opinion as to the enforceability, in any jurisdiction other than New York, of the choice-of-law, submission-to-jurisdiction, or waiver-of-jury-trial provisions of the Opinion Documents.
5.4 Usury Savings Qualifications
The usury opinion in Section 4.5 is expressly based on the characterization of the Borrower as a corporate entity borrowing in a principal amount in excess of $2,500,000, which qualifies the Borrower for exemptions from New York usury laws under New York General Obligations Law and New York Banking Law. If any court were to recharacterize the Borrower or the transaction, or to determine that such exemptions are inapplicable, the enforceability of the interest, fee, or other compensation provisions of the Credit Agreement could be materially affected.
5.5 Fraudulent Transfer Qualification
The guarantees granted by the Guarantors under the Guaranty Agreements, and the security interests granted by the Borrower and the Guarantors under the collateral documents, may be subject to avoidance or subordination, in whole or in part, under federal or state fraudulent transfer or fraudulent conveyance laws (including without limitation Section 548 of the Bankruptcy Code and the Uniform Voidable Transactions Act as enacted in relevant jurisdictions), if a court were to find that, at the time the relevant guarantee or security interest was granted, the Borrower or the relevant Guarantor:
(a) was insolvent or was rendered insolvent by reason of such grant;
(b) was engaged in, or was about to engage in, business or a transaction for which its remaining assets were unreasonably small; or
(c) intended to incur, or believed that it would incur, debts beyond its ability to pay as such debts matured.
The Firm notes the customary savings clause included in each Guaranty Agreement, which purports to limit each Guarantor's liability thereunder to the maximum amount that would not render the guarantee a fraudulent conveyance or fraudulent transfer under applicable law. The Firm expresses no opinion as to the effectiveness of such savings clause.
5.6 Waiver of Jury Trial
While waivers of jury trial are generally enforceable in commercial transactions in New York courts and in federal courts sitting in New York, a court retains discretion to decline enforcement of such a waiver in a particular case, including where the court determines that the waiver was not knowingly, voluntarily, and intelligently made.
5.7 Limitation on Scope — Non-New York Law Matters
The opinion expresses no view, and no opinion should be inferred, as to any of the following:
(a) the laws of the Hellenic Republic, including matters of Greek corporate law, the due organization, valid existence, and good standing of the Borrower, the authorization, execution, and delivery of the Opinion Documents by the Borrower under Greek law, and any registration or notarial requirements applicable in Greece — all such matters to be addressed by Pavlopoulos & Drakos Law Firm as Greek local counsel;
(b) the laws of the Republic of Cyprus, including as such laws relate to Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd.;
(c) the laws of the Republic of the Marshall Islands, including as such laws relate to Thalassa Tanker Operations Ltd. and to any Mortgaged Vessel flagged under the laws of the Marshall Islands;
(d) the laws of the Swiss Confederation, including as applicable to Nordkapp Maritime Finance AG;
(e) the laws of England and Wales, including as applicable to Eastbourne Capital Partners LLP;
(f) maritime law or admiralty law generally, including as such laws relate to the creation, validity, perfection, priority, or enforcement of ship mortgages, flag state registration, or maritime liens;
(g) any tax laws, whether federal, state, local, or foreign;
(h) the Employee Retirement Income Security Act of 1974, as amended, or any other employee benefit plan laws;
(i) any environmental laws, statutes, or regulations, whether federal, state, local, or foreign;
(j) any economic or trade sanctions, anti-money laundering, or export control laws or regulations (other than as expressly addressed herein, if at all); or
(k) any antitrust, competition, or trade regulation laws.
5.8 Securities Law Disclaimer
The Firm expresses no opinion as to whether the Facility, any loans made thereunder, any commitments therefor, or any participations or assignments therein constitute "securities" for purposes of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any state securities or "blue sky" laws.
VI. Reliance and Distribution
6.1 Reliance. The opinion is delivered to, and is intended to be relied upon solely by, the Addressees (Meridian Atlantic Bank, N.A., as Administrative Agent; each of the Lenders identified in Section 1.1; and Pinnacle Trust & Agency Services Inc., as Collateral Agent), and only in connection with the Transaction. The opinion may not be relied upon by any other Person, and may not be quoted, referred to, filed with any governmental authority, or disclosed to any other Person, in each case without the prior written consent of C&H.
6.2 Permitted Assignees
Each Person that becomes a Lender or a participant under the Credit Agreement in accordance with the assignment and participation provisions thereof may rely on this opinion to the same extent, and subject to the same assumptions, qualifications, and limitations, as if such Person had been an original Addressee. The opinion speaks only as of its date, and C&H undertakes no obligation to advise any Person, whether an original Addressee or an assignee or participant, of any change in law or fact occurring after such date, or to update, supplement, or revise the opinion in any respect.
6.3 No Implied Opinions
No opinions may be implied or inferred from the opinion beyond those opinions expressly set forth in Section IV. In particular, and without limiting the generality of the foregoing, the fact that a matter is discussed in the assumptions, qualifications, or limitations set forth herein shall not be construed as an opinion as to such matter.
VII. Signature Block
The final opinion will be executed in the name of the Firm by a partner authorized by the Firm's opinion committee, substantially in the following form:
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Ian Blackwood
Title: Partner, Banking & Finance
425 Park Avenue New York, NY 10022
Exhibit A — List of Opinion Documents
The following documents constitute the "Opinion Documents" for purposes of the opinion:
1. Credit Agreement dated as of [●], 2023 among Thalassa Shipping & Logistics SA, as Borrower, the Guarantors party thereto, the Lenders party thereto, Meridian Atlantic Bank, National Association, as Administrative Agent, and Pinnacle Trust & Agency Services Inc., as Collateral Agent.
2. Guaranty Agreement dated as of [●], 2023 executed by each of Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., and Thalassa Logistics International Ltd., in favor of the Administrative Agent, the Collateral Agent, and the Lenders.
3. First Preferred Ship Mortgage (Form) — to be executed in respect of each of the 18 Mortgaged Vessels identified on Exhibit B.
4. Share Pledge Agreement dated as of [●], 2023 executed by the Borrower in favor of the Collateral Agent in respect of the equity interests in each vessel-owning subsidiary.
5. Assignment of Earnings dated as of [●], 2023 in favor of the Collateral Agent.
6. Assignment of Insurances dated as of [●], 2023 in favor of the Collateral Agent.
7. Any ancillary documents governed by the laws of the State of New York and executed in connection with the Transaction, to the extent identified on the closing checklist and reviewed by the Firm.
Exhibit B — Schedule of Mortgaged Vessels
Summary. The Facility is secured by first-priority ship mortgages over 18 of the Borrower's 40 owned and operated vessels (the total fleet consisting of 28 dry bulk carriers and 12 tankers). The 18 Mortgaged Vessels have an aggregate appraised fair market value of $780,000,000 as of July 10, 2023, per appraisals of Seastone Maritime Advisors Ltd.
Collateral Coverage. The Credit Agreement requires a minimum collateral coverage ratio of 140% of outstanding facility obligations (equal to $210,000,000 at full utilization of the $150,000,000 Facility). Actual coverage at closing is projected to be approximately 520% based on the appraised FMV of the Mortgaged Vessels and full utilization.
Individual vessel schedule to be attached prior to closing, including for each Mortgaged Vessel: name, IMO number, flag state, year built, DWT, vessel type, registered owner, appraised value, and applicable ship mortgage.
IX. Internal Notes (Not for Inclusion in Final Opinion)
The following notes are internal to Calderwood & Harkness LLP, are subject to the attorney-client privilege and the attorney work product doctrine, and are not to be included in, attached to, or otherwise disclosed with, the opinion as delivered to the Addressees.
9.1 Status Note
This outline is dated July 1, 2023 and was prepared in anticipation of a closing that was, at the time of preparation, expected to occur in Q2/Q3 2023, with a facility maturity of approximately mid-2028 (five years from closing).
Subsequent developments:
• On July 18, 2023, Meridian Atlantic Bank, N.A. publicly announced its strategic decision to exit Shipping & Maritime Finance globally.
• On July 19, 2023, Meridian Atlantic notified the Borrower in writing of its withdrawal from the arranger mandate.
• The Credit Agreement was never executed, and the syndicate as constituted never came together. Efforts to identify a replacement lead arranger were commenced but did not conclude prior to matter closure.
• Accordingly, this opinion outline was never finalized, executed, or delivered.
Matter 1044-00002 was formally closed on August 25, 2023. All working papers are to be retained in accordance with the Firm's records retention policy (Banking & Finance — Loan Facility — 10 years from matter closure).
9.2 Coordination with Other Opinions
• Greek law opinion. To be prepared and delivered by Pavlopoulos & Drakos Law Firm (partner in charge: Theodoros Pavlopoulos, Senior Partner). C&H prepared a separate outline dated June 30, 2023 setting out C&H's request for the anticipated scope of the Greek law opinion, which was circulated to P&D for their use in drafting.