CONFIDENTIAL

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
425 Park Avenue New York, NY 10022 Telephone: +1 (212) 549-7000 Facsimile: +1 (212) 549-7001 www.calderwoodharkness.com
Athens Office: 8 Vasilissis Sofias Avenue, Athens 106 74, Greece Telephone: +30 210 729-4500
August 25, 2023
Mr. Aris Komnenidis General Counsel Thalassa Shipping & Logistics SA 14 Akti Miaouli Piraeus 185 35, Greece
Re: Disengagement and File Closure — Matter No. 1044-00002 Thalassa Shipping & Logistics SA — $150,000,000 Senior Secured Revolving Credit Facility Refinancing
Dear Aris,
1. Purpose of Letter and Confirmation of Closure
This letter confirms the formal closure of Calderwood & Harkness LLP's ("Calderwood & Harkness" or the "Firm") representation of Thalassa Shipping & Logistics SA ("Thalassa" or the "Company") in connection with the proposed $150,000,000 senior secured revolving credit facility (the "Proposed Facility") that was to refinance the Company's existing $125,000,000 revolving credit facility with Harborstone National Bank (the "Existing Facility").
The effective date of closure of this matter is August 25, 2023. This closure is made with reference to the engagement letter dated March 10, 2023 (the "Engagement Letter"), executed between Calderwood & Harkness and Thalassa, pursuant to which the Firm was retained to act as borrower's counsel in connection with the negotiation, documentation, and closing of the Proposed Facility. The matter was formally opened on March 13, 2023 and has been administered under Matter No. 1044-00002 throughout the course of the engagement.
This closure follows Thalassa's instruction, communicated to the undersigned on August 14, 2023 by Mr. Komnenidis via email and confirmed by telephone on the same date, to wind down all remaining work on the matter and to proceed with formal disengagement. We have acted in accordance with that instruction and have taken all steps necessary to bring the Firm's involvement in this matter to an orderly conclusion as of the date hereof.
2. Background and Reason for Closure
As you are aware, Calderwood & Harkness was engaged to represent Thalassa in its capacity as borrower in the negotiation and documentation of the Proposed Facility. Meridian Atlantic Bank, National Association ("Meridian Atlantic" or "MAB") was to serve as Sole Lead Arranger, Sole Bookrunner, and Administrative Agent for the Proposed Facility, subject to the terms of the mandate letter and fee letter dated February 14, 2023 between Thalassa and Meridian Atlantic. The Proposed Facility was intended to replace the Existing Facility on improved pricing, extended tenor, and with an expanded borrowing base to support the Company's fleet expansion plans.
On July 18, 2023, Meridian Atlantic publicly announced its strategic decision to wind down its Shipping & Maritime Finance Division on a global basis, effective immediately, and to cease all new shipping-related lending commitments. This announcement followed a broader restructuring of Meridian Atlantic's commercial banking operations, as disclosed in its second-quarter earnings release. On July 19, 2023, Meridian Atlantic formally notified Thalassa, in writing, of its withdrawal from the mandate and the termination of its commitment to arrange and underwrite the Proposed Facility.
Following receipt of Meridian Atlantic's withdrawal notice, and acting upon Thalassa's instruction, Calderwood & Harkness undertook an expedited effort to identify and secure a replacement arranger for the Proposed Facility. Over the period from July 20 through August 7, 2023, the Firm, in coordination with Thalassa's treasury and finance teams, conducted outreach to the following institutions, each of which had been identified as a potential alternative based on their presence in the shipping finance market:
(a) Nordkapp Maritime Finance AG (Glenrock Assurance/Oslo) — Nordkapp expressed initial interest but ultimately declined the mandate, citing internal portfolio concentration limits in the Greek shipping sector and an inability to commit the full facility amount on a sole arranger basis within the required timeline.
(b) Clearwater Commercial Lending LLC (New York) — Clearwater indicated that it was not in a position to take on new shipping mandates during its current fiscal quarter due to pending regulatory review of its leveraged lending portfolio.
(c) iniaia Merchant Bank SA (Madrid/Athens) — Iniaia submitted a preliminary indication of interest that contemplated materially inferior terms, including pricing at SOFR plus 300 basis points (compared to the SOFR plus 200 basis points reflected in the Meridian Atlantic mandate), a reduced facility amount of $100,000,000, and an extended documentation and syndication timeline that would have extended beyond the Existing Facility's maturity date.
(d) Baltic Strait Capital GmbH (Hamburg) — Baltic Strait declined the mandate, indicating that it had recently reached its internal exposure limits for dry bulk and container vessel tonnage in the Eastern Mediterranean.
On July 31, 2023, following a thorough assessment of the foregoing responses and the practical constraints of the timeline, Thalassa determined that no replacement arranger was available on terms acceptable to the Company or within the timeframe necessary to complete refinancing before the Existing Facility's maturity date.
On August 14, 2023, Thalassa formally instructed Calderwood & Harkness to wind down the matter and proceed with disengagement.
Separately, we note that Calderwood & Harkness provided to Thalassa a memorandum dated August 10, 2023 (the "Extension Memorandum") advising on a potential short-term maturity extension of the Existing Facility with Harborstone National Bank (which is currently scheduled to mature on November 15, 2023) as an interim measure to provide the Company with additional time to explore refinancing alternatives. That memorandum was provided on an advisory basis in connection with the wind-down of this matter. Any engagement of Calderwood & Harkness to represent Thalassa in connection with the negotiation or documentation of such an extension, or any other new matter, would require the execution of a new or supplemental engagement letter, as discussed further in Section 8 below.
3. Confirmation That No Documents Were Executed
We wish to explicitly confirm, for the avoidance of doubt and for Thalassa's records, that no credit agreement, security document, guaranty, mortgage, pledge agreement, assignment, borrowing request, or any other transaction document was executed by any party in connection with the Proposed Facility. The transaction did not proceed to closing, and accordingly no binding contractual obligations were created among any of the parties with respect to the Proposed Facility.
Specifically, and without limitation:
(a) The near-final credit agreement prepared by the Firm and circulated on July 3, 2023 (identified as the "Borrower's Execution Version" on the document's cover page) was a draft document only. That draft, together with all prior iterations, markups, blacklines, and related drafts — including, without limitation, the security documents, opinion outlines, draft secretary's certificate, closing checklist, funds flow memorandum, and borrowing request form — remain in draft form only and have no legal force or effect. None of these documents were executed by Thalassa, Meridian Atlantic, or any other party, and none create any binding obligation on any person or entity.
(b) No conditions precedent to initial borrowing under the Proposed Facility were satisfied or waived, as the transaction did not reach a stage at which such conditions could have been tested or fulfilled.
(c) No liens, mortgages, ship mortgages, security interests, pledges, charges, or other encumbrances of any kind were granted, created, or perfected in connection with the Proposed Facility. No filings were made with any governmental authority, ship registry, or any other filing office in any jurisdiction (including, without limitation, filings under the Uniform Commercial Code, filings with the Hellenic Ship Registry, or filings with any international maritime registry) in connection with the Proposed Facility.
(d) No legal opinions — whether with respect to New York law, Greek law, or the laws of any other jurisdiction — were issued by Calderwood & Harkness, by Pavlopoulos & Drakos Law Firm (the designated Greek local counsel for the transaction), or by any other counsel in connection with the Proposed Facility. All opinion outlines and draft opinions prepared during the engagement remain in draft form and were not delivered or relied upon by any party.
(e) Lender's counsel, Whitmore, Jennings & Alcott LLP ("WJA"), has been notified by Meridian Atlantic of the termination of the mandate, and we understand that WJA has separately closed its files in connection with the Proposed Facility.
4. Summary of Work Performed
Set forth below is a brief chronological summary of the key work product generated by Calderwood & Harkness during the course of the engagement. This summary is provided for reference purposes and is not intended to be an exhaustive catalogue of all work performed. A comprehensive document inventory, set forth in the Final Status Report & Document Inventory dated August 18, 2023, has been provided separately to the Calderwood & Harkness engagement team and accompanies the final invoice referenced in Section 5 below.
(a) Review and Analysis of Mandate and Fee Letter. Calderwood & Harkness reviewed and analyzed the Meridian Atlantic mandate letter and fee letter, each dated February 14, 2023, and provided written comments to Thalassa regarding the scope of the mandate, the fee structure, the flex provisions, and the market flex mechanisms contained therein.
(b) Term Sheet Markup. The initial term sheet for the Proposed Facility was circulated by Meridian Atlantic on March 20, 2023. Calderwood & Harkness prepared and delivered to WJA a detailed markup of the term sheet on March 27, 2023, together with a cover letter identifying key commercial and legal issues requiring further negotiation.
(c) Term Sheet Comparison Chart. Calderwood & Harkness prepared a comparison chart analyzing the key terms and conditions of the Existing Facility against those proposed for the Proposed Facility, highlighting material differences in pricing, financial covenants, collateral coverage requirements, amortization, mandatory prepayment triggers, and vessel sale and purchase restrictions.
(d) Credit Agreement Markups (Three Rounds). The Firm reviewed and marked up three successive drafts of the credit agreement prepared by WJA on behalf of Meridian Atlantic, as follows:
(i) WJA draft dated April 5, 2023; Calderwood & Harkness markup delivered April 14, 2023.
(ii) WJA draft dated April 28, 2023; Calderwood & Harkness markup delivered May 8, 2023.
(iii) WJA draft dated June 2, 2023; Calderwood & Harkness markup delivered June 9, 2023.
(e) Issues List and Negotiation Matrix. Calderwood & Harkness prepared a comprehensive issues list and negotiation matrix identifying twenty-eight (28) open items as of May 15, 2023, with proposed resolutions and fallback positions for each item. This document was used as the basis for the negotiation call held on May 22, 2023 among Calderwood & Harkness, WJA, and the respective business teams.
(f) Security Document Markups. Calderwood & Harkness reviewed and marked up the following security documents, all markups of which were delivered to WJA on June 23, 2023:
(i) First Preferred Ship Mortgage (form);
(ii) Share Pledge Agreement;
(iii) Assignment of Earnings; and
(iv) Assignment of Insurances.
(g) Near-Final Credit Agreement. Calderwood & Harkness prepared the near-final credit agreement (Borrower's Execution Version), incorporating agreed resolutions of substantially all open items, and circulated the same to all parties on July 3, 2023. As noted in Section 3 above, this document was never executed.
(h) Collateral Coverage Analysis. Calderwood & Harkness prepared a collateral coverage analysis incorporating the independent vessel appraisals prepared by Seastone Maritime Advisors for the fleet of eighteen (18) vessels designated as collateral for the Proposed Facility, reflecting an aggregate fair market value of $780,000,000 and analyzing compliance with the minimum collateral maintenance ratio of 130% contemplated by the draft credit agreement.
(i) Corporate and Closing Documentation. The Firm prepared a corporate authorization checklist, a draft secretary's certificate, and draft legal opinion outlines for both Greek law (for use by Pavlopoulos & Drakos Law Firm) and New York law (for delivery by Calderwood & Harkness).
(j) Closing Checklist, Funds Flow Memorandum, and Borrowing Request. Calderwood & Harkness prepared a closing checklist comprising seventy-eight (78) line items, together with a draft funds flow memorandum and a draft borrowing request form, all in anticipation of a closing that did not occur.
(k) Correspondence with Lender's Counsel. Calderwood & Harkness engaged in extensive correspondence and negotiation with WJA throughout the engagement, including formal negotiation letters, email exchanges, and participation in multiple telephonic and video conferences.
(l) Confidential Information Memorandum. The Firm provided comments on the draft confidential information memorandum prepared by Meridian Atlantic in connection with the proposed syndication of the Proposed Facility.
(m) Post-Withdrawal Advisory Memoranda. Following Meridian Atlantic's withdrawal from the mandate, Calderwood & Harkness prepared three advisory memoranda for the benefit of Thalassa:
(i) Legal analysis of Meridian Atlantic's withdrawal from the mandate and assessment of potential remedies (dated July 24, 2023);
(ii) Replacement arranger outreach summary, analyzing the responses received from the four replacement candidates described in Section 2 above (dated August 7, 2023); and
(iii) Harborstone extension strategy memorandum, analyzing the legal and commercial considerations relevant to a potential short-term extension of the Existing Facility (dated August 10, 2023).
The Final Status Report & Document Inventory dated August 18, 2023 sets forth a complete listing of all documents prepared, received, and reviewed during the engagement, together with the current status and location of each document.
5. Final Billing Summary
Set forth below is a summary of all professional fees and disbursements billed in connection with Matter No. 1044-00002, together with a reconciliation of payments received and the outstanding balance due. All amounts are stated in United States dollars.
Fee Summary.  
Payments and Credits
Outstanding Balance.  
We note that total professional fees of $412,850.00 represent approximately 63.5% of the $650,000.00 fee cap (exclusive of disbursements) established in Section 4(b) of the Engagement Letter. The Proposed Facility did not proceed to closing, and accordingly the Firm's fees reflect only the work performed through the date of Thalassa's wind-down instruction.
The billing rates applied during the engagement were as follows:
These rates are consistent with the rates set forth in Schedule A to the Engagement Letter and remained unchanged throughout the term of the engagement.
We respectfully request payment of the outstanding balance of $56,190.00 within thirty (30) days of the date of this letter (i.e., on or before September 24, 2023). Payment should be remitted by wire transfer in accordance with the wire instructions previously provided to the Company's finance department, or by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's New York office at the address set forth in the heading of this letter.
The final invoice, bearing Invoice No. 04417-004 and dated August 18, 2023, together with a detailed time and expense summary, has been transmitted separately to the attention of Mr. Dimitrios Pantazis, Chief Financial Officer.
6. Document Retention and File Disposition
Calderwood & Harkness will retain all files and work product related to Matter No. 1044-00002 in accordance with the Firm's standard document retention policy (a copy of which was provided to Thalassa as Exhibit C to the Engagement Letter).
Electronic files, including all drafts, correspondence, memoranda, research materials, and internal work product, will be maintained on the Firm's secure document management system in encrypted format with access restricted to authorized personnel. Physical files, to the extent any exist (including printed copies of executed correspondence, original courier receipts, and any physical media), will be stored at the Firm's off-site records management facility maintained by Quillon Solutions.
Files will be retained for a period of seven (7) years from the date of matter closure — that is, through August 25, 2030 — after which they may be destroyed in accordance with the Firm's standard retention schedule, without further notice to Thalassa, unless Thalassa requests either (i) the earlier return of any files or work product, or (ii) an extension of the retention period beyond August 25, 2030. Any such request should be directed to the undersigned in writing.
With respect to original documents belonging to Thalassa — including any original corporate records, organizational documents, board resolutions, certificates of incorporation, vessel registration certificates, or other original materials provided to Calderwood & Harkness for due diligence, closing preparation, or other purposes during the engagement — the Firm will return all such original documents to Thalassa under separate cover by international courier within thirty (30) days of the date of this letter. We would ask that Thalassa confirm the preferred delivery address for the return of these materials. Unless we receive instruction to the contrary, we will ship original documents to the Company's principal office at 14 Akti Miaouli, Piraeus 185 35, Greece, addressed to the attention of Mr. Komnenidis.
Calderwood & Harkness will retain copies (in electronic or physical form, as applicable) of all original documents returned to Thalassa, for inclusion in the Firm's retained files for the duration of the retention period described above.
7. Return of Confidential Information
Calderwood & Harkness will continue to treat all confidential and proprietary information received from Thalassa during the course of the engagement in strict accordance with the confidentiality obligations set forth in Section 9 of the Engagement Letter dated March 10, 2023. Those obligations survive the termination of the engagement and the closure of the matter.
To the extent that confidential information was provided to Calderwood & Harkness by Meridian Atlantic, Seastone Maritime Advisors, Pavlopoulos & Drakos Law Firm, or any other third party, and to the extent that such information is subject to the terms of any separate non-disclosure agreement, confidentiality undertaking, or similar arrangement to which Calderwood & Harkness or Thalassa is a party, such information will be handled in accordance with the applicable confidentiality agreement. Calderwood & Harkness will not disclose, distribute, or make available any such information to any person or entity except as required by law or as expressly permitted by the terms of the relevant agreement.
Should Thalassa wish Calderwood & Harkness to destroy (rather than retain) any category of confidential information received during the engagement, the Company should provide written instruction to that effect, and the Firm will comply with such instruction to the extent consistent with its professional and regulatory obligations.
8. Scope Limitations and No Ongoing Representation
We wish to confirm clearly that Calderwood & Harkness's representation of Thalassa in connection with the Proposed Facility has concluded as of August 25, 2023. From and after that date, no attorney-client relationship exists between the Firm and the Company with respect to this matter or any other matter, except to the extent that a separate engagement letter is in effect with respect to a different matter.
Without limiting the generality of the foregoing, Calderwood & Harkness is not providing, and will not be deemed to be providing, ongoing legal advice to Thalassa with respect to any of the following:
(a) any future refinancing, new credit facility, bond issuance, or other financing transaction;
(b) the Existing Facility with Harborstone National Bank (governed by the Credit Agreement dated November 15, 2018, as amended by the First Amendment dated June 30, 2020, the Second Amendment dated March 1, 2022, and any further amendments or modifications), including, without limitation, any maturity extension, waiver, amendment, or refinancing of the Existing Facility;
(c) any claims, demands, or causes of action that Thalassa may have or may wish to assert against Meridian Atlantic Bank, National Association, relating to its withdrawal from the mandate, the termination of the mandate letter, or otherwise; or
(d) any other matter of any nature whatsoever.
Should Thalassa wish to engage Calderwood & Harkness for any future matter — including, without limitation, the pursuit of a maturity extension of the Existing Facility with Harborstone National Bank, an alternative refinancing transaction, or any claim against Meridian Atlantic — a new engagement letter, setting forth the scope of the engagement, the applicable fee arrangements, and the other terms and conditions of the representation, would be required before the Firm could undertake any such work.
We note, as a matter of particular importance, that the Existing Facility matures on November 15, 2023, which is less than three months from the date of this letter. While the Extension Memorandum dated August 10, 2023 identifies certain potential strategies for obtaining a short-term extension, the Firm is not in a position to advise on or execute any such strategy absent a new engagement. We strongly recommend that Thalassa ensure that it has engaged appropriate legal counsel — whether Calderwood & Harkness or another firm — to address the Company's refinancing or extension needs well in advance of the November 15, 2023 maturity date, so as to provide adequate time for negotiation and documentation.
9. Contact Information
Any questions regarding this letter, the terms of disengagement, the final invoice, document retention, or any other aspect of the closure of this matter should be directed to the following members of the Calderwood & Harkness team:
General Inquiries and Disengagement Matters: Ian Blackwood, Partner, Banking & Finance Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: +1 (212) 549-7112
Email: i.blackwood@calderwoodharkness.com
Billing Inquiries: Stephanie Okafor, Partner, Banking & Finance Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: +1 (212) 549-7248
Email: s.okafor@calderwoodharkness.com
Work Product and Document Inventory Inquiries: Sophie Tremblay, Senior Associate, Banking & Finance Calderwood & Harkness LLP 425 Park Avenue, New York, NY 10022 Telephone: +1 (212) 549-7395
Email: s.tremblay@calderwoodharkness.com
10. Closing
On behalf of the entire Calderwood & Harkness team, I wish to express our sincere appreciation for the opportunity to have represented Thalassa Shipping & Logistics SA in connection with the Proposed Facility. We have valued the collaborative working relationship that we developed with you and your colleagues over the course of this engagement, and we regret that the transaction could not be brought to a successful completion due to circumstances beyond the control of either Thalassa or the Firm.
We remain deeply committed to Thalassa as a valued client and would welcome the opportunity to assist the Company with its future legal needs, whether in connection with shipping finance, capital markets, corporate matters, or otherwise. Please do not hesitate to reach out to the undersigned or to any member of our team should we be of assistance.
Finally, while countersignature of this letter is not strictly required, we recommend, as a matter of good practice and for the mutual benefit of both parties, that Thalassa countersign and return a copy of this letter to acknowledge receipt and to confirm the Company's understanding of and agreement to the terms of disengagement set forth herein. A countersignature block has been provided below for this purpose.
With kind regards,
CALDERWOOD & HARKNESS LLP
By: ________
Ian Blackwood Partner, Banking & Finance Calderwood & Harkness LLP
cc:
Elena Vassiliou, Chief Executive Officer, Thalassa Shipping & Logistics SA Dimitrios Pantazis, Chief Financial Officer, Thalassa Shipping & Logistics SA Stephanie Okafor, Partner, Calderwood & Harkness LLP Sophie Tremblay, Senior Associate, Calderwood & Harkness LLP Daniel Obi, Associate, Calderwood & Harkness LLP
Enclosures:
(1) Final Invoice (Invoice No. 04417-004), dated August 18, 2023 (2) Final Status Report & Document Inventory, dated August 18, 2023
ACKNOWLEDGMENT AND COUNTERSIGNATURE
The undersigned, acting in his capacity as General Counsel of Thalassa Shipping & Logistics SA, hereby acknowledges receipt of this Disengagement and File Closure Letter dated August 25, 2023 from Calderwood & Harkness LLP and confirms that the Company has reviewed and understands the terms of disengagement set forth herein, including, without limitation, the confirmation of matter closure, the scope limitations on Calderwood & Harkness's representation, the file retention policy, the outstanding balance due, and the recommendation that the Company engage appropriate counsel in advance of the November 15, 2023 maturity date of the Existing Facility.
THALASSA SHIPPING & LOGISTICS SA
By: ________
Name: Aris Komnenidis
Title: General Counsel
Date: ________
Item | Amount
Total Professional Fees Billed | $412,850.00
Total Disbursements Billed (travel, filing fees, courier services, document reproduction, etc.) | $18,340.00
Gross Amount Billed | $431,190.00
Item | Amount
Retainer Applied (received March 15, 2023) | ($75,000.00)
Interim Payment — Invoice No. 04417-001 (received April 30, 2023) | ($125,000.00)
Interim Payment — Invoice No. 04417-002 (received June 15, 2023) | ($100,000.00)
Interim Payment — Invoice No. 04417-003 (received July 31, 2023) | ($75,000.00)
Total Payments and Credits | ($375,000.00)
Item | Amount
Outstanding Balance Due | $56,190.00
Timekeeper | Role | Hourly Rate
Ian Blackwood | Partner, Banking & Finance | $1,350.00
Stephanie Okafor | Partner, Banking & Finance | $1,350.00
Sophie Tremblay | Senior Associate, Banking & Finance | $950.00
Daniel Obi | Associate, Banking & Finance | $750.00