SECOND MARKUP — BORROWER'S COUNSEL REDLINE
CREDIT AGREEMENT
$150,000,000 Senior Secured Revolving Credit Facility
Redline of Draft dated April 28, 2023 prepared by Whitmore, Jennings & Alcott LLP
Markup prepared by: Calderwood & Harkness LLP 425 Park Avenue New York, NY 10022
Date of Markup: May 8, 2023
C&H Matter No.: 1044-00002
Prepared by: Sophie Tremblay (Lead Associate) and Daniel Obi (Associate), Banking & Finance Group
Reviewed by: Ian Blackwood (Responsible Partner)
NOTE: This redline reflects Calderwood & Harkness LLP's second markup on behalf of Thalassa Shipping & Logistics SA (the "Borrower"). Deletions are shown as ; insertions are shown as . Margin comments are provided for 312 open items (reduced from 847 in the first markup dated April 14, 2023).
Distribution:
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT
REDLINE TRANSMITTAL SUMMARY
CALDERWOOD & HARKNESS LLP 425 Park Avenue New York, NY 10022
May 8, 2023
VIA EMAIL
Priya Subramanian, Esq. Whitmore, Jennings & Alcott LLP 787 Seventh Avenue, 34th Floor New York, NY 10019
Re: Thalassa Shipping & Logistics SA — $150,000,000 Senior Secured Revolving Credit Facility — Second Markup of Credit Agreement
Dear Priya:
Thank you for circulating WJA's second draft of the Credit Agreement dated April 28, 2023 (the "Second WJA Draft"). We appreciate the effort your team invested in addressing the comments raised in our first markup dated April 14, 2023, and we acknowledge that the Second WJA Draft incorporated revisions responsive to many of the 847 comments set forth in that initial markup.
We are enclosing herewith Calderwood & Harkness's second markup (the "Second C&H Markup"), prepared on behalf of our client, Thalassa Shipping & Logistics SA (the "Borrower" or "TSL"), reflecting our remaining comments, revisions, and open items. As described below, we have reduced the number of open comments from 847 to 312, reflecting substantial progress toward a mutually acceptable form of Credit Agreement.
The 312 remaining open comments are organized across the following principal areas of the Credit Agreement:
1. Negative Covenants (Article VII): Approximately 95 comments remain, principally addressing the permitted indebtedness baskets (Section 7.01), permitted liens (Section 7.02), restricted payments and dividend restrictions (Section 7.06), and vessel disposition rights (Section 7.04). These provisions represent the most heavily negotiated portion of the agreement, and we anticipate that resolution of the key commercial points in Article VII will substantially reduce the overall comment count.
2. Representations and Warranties (Article V): Approximately 42 comments, principally concerning the Material Adverse Change/Material Adverse Effect definition, the litigation disclosure threshold, the sanctions and compliance representations as applied to chartered vessels, and the scope of the vessel condition and classification representations.
3. Events of Default (Article VIII): Approximately 38 comments, including open points on grace and cure periods, the Borrower's request for a financial covenant equity cure right, the cross-default and judgment thresholds, the Change of Control trigger, and the treatment of vessel arrest or detention events.
4. Conditions Precedent (Article IV): Approximately 28 comments, principally regarding the appraisal dating requirement, the Borrower's objection to the newly introduced environmental due diligence condition, the representation bring-down standard for subsequent borrowings, and the treatment of the Harborstone payoff letter as a funding (rather than signing) condition.
5. Credits and Mechanics (Article II): Approximately 25 comments, with the most significant relating to mandatory prepayment triggers (asset sale proceeds and the newly introduced excess cash flow sweep), voluntary prepayment mechanics, notice periods, and commitment reduction minimums.
6. Definitions (Article I): Approximately 30 comments addressing key defined terms, including the Borrowing Base concept (which the Borrower objects to as inconsistent with the term sheet), Change of Control, Consolidated EBITDA add-backs, Defaulting Lender, Excluded Subsidiary, Material Adverse Change/Effect, Mortgaged Vessels, and Permitted Acquisitions.
7. Affirmative Covenants (Article VI): Approximately 22 comments, primarily concerning financial reporting timelines, collateral coverage ratio testing frequency and cure periods, insurance notice provisions, vessel earnings account requirements, and the after-acquired subsidiary guarantor covenant.
8. Administrative and Agency Provisions (Article IX): Approximately 12 comments relating to the exculpation standard, successor agent consent rights, and Collateral Agent instruction mechanics.
9. Miscellaneous Provisions (Article X): Approximately 16 comments, with the principal open issues concerning the assignment and participation provisions (particularly the Borrower's request for a disqualified institutions list), the amendment voting threshold for financial covenant modifications, expense and indemnification limitations, and confidentiality survival periods.
10. Schedules and Exhibits: Approximately 4 comments relating to the completion of pending disclosure schedules and the form of compliance certificate.
We note that the following provisions are substantially agreed, subject to minor conforming edits that do not require further commercial discussion:
• Financial Covenant Levels (Article VI): The Consolidated Net Leverage Ratio maintenance covenant of 4.50:1.00, stepping to 4.00:1.00 in Year 3, and the Interest Coverage Ratio maintenance covenant are agreed as to the relevant levels.
• SOFR Mechanics (Sections 2.08–2.10): The Adjusted Term SOFR definition, interest computation methodology, and benchmark replacement fallback provisions are substantially agreed, with only one remaining comment regarding Borrower consent for benchmark replacement adjustments.
• Collateral Coverage Ratio Provisions (Section 6.12): The 140% minimum collateral coverage ratio is agreed in substance, with remaining comments limited to the testing frequency and cure period.
We respectfully request a negotiation call at your earliest convenience to address the remaining 312 items. Our objective is to circulate a formal Issues List and Negotiation Matrix organizing all open points — with the Borrower's position, the Lender's position, and a proposed compromise for each item — by May 15, 2023. We suggest scheduling a call for the week of May 20, 2023, with the initial focus on financial covenants, collateral terms, and the restricted payments covenant, as these are the provisions most likely to benefit from a direct conversation between business principals.
We look forward to continuing to work with you and your team toward a timely resolution of these matters.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Sophie Tremblay Lead Associate, Banking & Finance Tel: (212) 555-8143
Email: stremblay@calderwoodharkness.com
cc: Ian Blackwood (Calderwood & Harkness LLP) Daniel Obi (Calderwood & Harkness LLP) Aris Komnenidis (Thalassa Shipping & Logistics SA) Catherine Hsiang (Meridian Atlantic Bank N.A.) Harrison Caldwell (Whitmore, Jennings & Alcott LLP)
CREDIT AGREEMENT
$150,000,000 SENIOR SECURED REVOLVING CREDIT FACILITY
dated as of [●], 2023
among
THALASSA SHIPPING & LOGISTICS SA as Borrower
The GUARANTORS Party Hereto from Time to Time
The LENDERS Party Hereto from Time to Time
MERIDIAN ATLANTIC BANK, NATIONAL ASSOCIATION as Administrative Agent
and
PINNACLE TRUST & AGENCY SERVICES INC. as Collateral Agent
> C&H Comment [1]: We have inserted a reference to Meridian Atlantic Bank, National Association as Sole Lead Arranger and Sole Bookrunner on the cover page. The WJA Second Draft omits the arranger and bookrunner designation. This designation is required for consistency with the Mandate and Fee Letter between Thalassa Shipping & Logistics SA and Meridian Atlantic Bank N.A. dated February 14, 2023 (the "Fee Letter"), which expressly confers upon Meridian Atlantic the roles of Sole Lead Arranger and Sole Bookrunner. Please confirm that these designations are acceptable and will be reflected in the next draft.
> C&H Comment [2]: The WJA Second Draft references the Collateral Agent as "Pinnacle Trust" without its full legal name. Please confirm that the correct legal entity is Pinnacle Trust & Agency Services Inc., and please confirm the entity type (we understand this entity to be a Delaware corporation). We request formal confirmation of the entity type, state of incorporation, and a certificate of good standing. The full legal name should be used consistently throughout the Credit Agreement and all Loan Documents.
This CREDIT AGREEMENT (this "Agreement") is entered into as of [●], 2023, by and among:
THALASSA SHIPPING & LOGISTICS SA, a société anonyme organized and existing under the laws of the Hellenic Republic, with its registered office at 14 Akti Miaouli, Piraeus 185 35, Greece (the "Borrower");
The GUARANTORS party hereto from time to time (collectively, the "Guarantors" and each individually, a "Guarantor");
The several financial institutions from time to time party hereto as lenders (collectively, the "Lenders" and each individually, a "Lender");
MERIDIAN ATLANTIC BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, with offices at 600 Lexington Avenue, 38th Floor, New York, NY 10022, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the "Administrative Agent"); and
PINNACLE TRUST & AGENCY SERVICES INC., a , with offices at One Liberty Plaza, 44th Floor, New York, NY 10006, in its capacity as collateral agent for the Secured Parties (in such capacity, together with its successors and assigns in such capacity, the "Collateral Agent").
RECITALS
WHEREAS, the Borrower has requested that the Lenders establish a senior secured revolving credit facility in the aggregate principal amount of One Hundred Fifty Million Dollars ($150,000,000) (the "Facility") in favor of the Borrower on the terms and subject to the conditions set forth herein;
WHEREAS, the proceeds of the Facility will be used by the Borrower (a) to refinance in full the existing revolving credit facility in the aggregate principal amount of One Hundred Twenty-Five Million Dollars ($125,000,000) made available to the Borrower by Harborstone National Bank pursuant to that certain Credit Agreement dated as of November 15, 2018, as amended by the First Amendment thereto dated as of June 30, 2020 and the Second Amendment thereto dated as of March 1, 2022 (as so amended, the "Existing Harborstone Facility") ;
> C&H Comment [3]: The WJA Second Draft described the purpose of the Facility solely as "refinancing" without acknowledging the general corporate purposes and working capital component or the incremental $25,000,000 of capacity over the Existing Harborstone Facility. We have inserted clauses (b) and (c) to accurately describe the full purpose of the Facility as discussed in the term sheet dated March 20, 2023 and the Fee Letter. The incremental $25,000,000 of capacity (i.e., $150,000,000 minus $125,000,000) is a material commercial feature of the Facility and should be referenced in the Recitals.
WHEREAS, the Guarantors have agreed to guarantee the Borrower's obligations under this Agreement and the other Loan Documents on the terms and subject to the conditions set forth herein and in the Guaranty;
WHEREAS, the Lenders are willing to extend such Facility to the Borrower upon and subject to the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted Term SOFR" means, for any Interest Period, the per annum rate equal to (a) Term SOFR for such Interest Period, plus (b) the SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor for all purposes of this Agreement.
> C&H Comment [4]: This definition is substantially agreed from the first markup. We have made a minor conforming edit to align the SOFR lookback period with the current LSTA recommended forms for syndicated credit agreements (published March 2023 update). No substantive dispute remains.
"Administrative Agent" has the meaning assigned to such term in the preamble to this Agreement.
"Applicable Margin" means, for any day, the applicable percentage per annum set forth below based upon the Consolidated Net Leverage Ratio as of the most recent determination date:
> C&H Comment [5]: Agreed. No open comment. The pricing grid is consistent with the term sheet dated March 20, 2023.
"Approved Appraiser" means each of Seastone Maritime Advisors Ltd., Sterling Reach Industries, and Larkspur Partners LLC, and such other independent vessel appraisers as may be approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned or delayed).
> C&H Comment [6]: The WJA Second Draft introduced a new "Borrowing Base" concept tying availability under the Facility to the collateral value of the Mortgaged Vessels. The Borrower objects to this definition and requests its deletion in its entirety, together with the deletion of all cross-references to "Borrowing Base" throughout the Credit Agreement. This concept was not contained in the term sheet dated March 20, 2023, was not included in the WJA first draft dated March 30, 2023, and was not discussed during the negotiation of the Fee Letter. The Facility is not intended to be an asset-based revolving credit facility, and the introduction of a Borrowing Base concept would fundamentally alter the nature of the Facility by making availability contingent on periodic collateral valuations rather than the fixed commitment amount. The Collateral Coverage Ratio of 140% set forth in Section 6.12 is the agreed metric for monitoring the relationship between collateral value and facility obligations. We have counted 14 cross-references to "Borrowing Base" introduced in the WJA Second Draft, all of which we have marked for deletion.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as a liability) by the Borrower and its Subsidiaries during such period that are classified as capital expenditures under IFRS.
> C&H Comment [7]: The Borrower requests that the definition of "Capital Expenditures" exclude (a) expenditures funded with insurance proceeds and (b) expenditures constituting Permitted Acquisitions. These exclusions are necessary to ensure that the $80,000,000 annual Capital Expenditures covenant in Section 7.11 captures only ordinary-course capital expenditures and does not inadvertently restrict the Borrower's ability to replace vessels damaged or lost in casualty events or to pursue fleet expansion through permitted acquisitions. Both exclusions are market-standard in shipping finance facilities.
"Change of Control" means the occurrence of any of the following: (a) Nikolaos Karadimitriou shall cease to of the issued and outstanding voting equity interests of the Borrower; or any "Change of Control" (or similar term) as defined in any material agreement governing Material Indebtedness of the Borrower or any Subsidiary shall have occurred.
> C&H Comment [8]: The WJA Second Draft retained the 51% voting equity threshold for the Karadimitriou Change of Control trigger, notwithstanding the Borrower's first-markup request to reduce this threshold to a "single largest shareholder" standard or, alternatively, to 35%. The WJA Second Draft did not accept either proposal. The Borrower reiterates its request for a 35% threshold, with an additional requirement that Nikolaos Karadimitriou remain Chairman of the Board of Directors of the Borrower. The 35% threshold, coupled with the Board chairmanship requirement, adequately protects the Lenders' interest in ensuring continuity of management and principal ownership, while providing Mr. Karadimitriou with the flexibility to pursue strategic equity transactions (including potential minority investments by financial investors) without triggering a Change of Control. We note that a 51% threshold would effectively preclude any meaningful third-party equity investment in TSL, which is inconsistent with the company's long-term strategic plan. The 35% threshold is well within market range for privately held shipping companies.
"Collateral Coverage Ratio" means, as of any date of determination, the ratio of (a) the aggregate Fair Market Value of all Mortgaged Vessels (as determined by reference to the most recent appraisal delivered by an Approved Appraiser ) to (b) the aggregate outstanding principal amount of all Facility Obligations at such time.
> C&H Comment [9]: The Collateral Coverage Ratio level of 140% is agreed. We have inserted clarifying language to specify that Fair Market Value is determined by reference to independent appraisals by Approved Appraisers (expressly including Seastone Maritime Advisors Ltd., which is the Borrower's preferred appraiser and has been engaged for the initial closing appraisals), delivered no less frequently than semi-annually and within 30 days of the Administrative Agent's written request. At full draw ($150,000,000), the 140% ratio requires aggregate Mortgaged Vessel fair market value of at least $210,000,000. Based on the Seastone appraisals expected to be delivered on or about July 10, 2023, the aggregate FMV of the 18 Mortgaged Vessels is anticipated to be approximately $780,000,000, providing approximately 5.2x coverage — well in excess of the 140% minimum.
"Commitment Fee Rate" means (a) 0.375% per annum; provided that, on any date on which the aggregate outstanding principal amount of Revolving Loans (including Swingline Loans) and LC Obligations exceeds 50% of the Total Commitments (i.e., exceeds $75,000,000), the Commitment Fee Rate shall step down to (b) 0.25% per annum.
> C&H Comment [10]: Agreed. No open comment.
"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus the following to the extent deducted (and without duplication) in computing Consolidated Net Income for such period: (a) Consolidated Interest Expense, (b) income tax expense, (c) depreciation and amortization expense, (d) and any other non-cash charges reducing Consolidated Net Income (excluding any non-cash charge to the extent it represents an accrual of or reserve for cash charges in any future period); minus (without duplication) all non-cash items increasing Consolidated Net Income for such period.
> C&H Comment [11]: The Borrower requested add-backs to the definition of Consolidated EBITDA for (a) non-recurring transaction costs, (b) non-cash charges related to vessel impairments, (c) charter termination fees, and (d) costs associated with fleet expansion or disposal programs. The WJA Second Draft accepted add-backs (a) and (b) but rejected (c) and (d). The Borrower reiterates its request for add-back (c) — charter termination fees — subject to a cap of $10,000,000 per fiscal year. Charter termination fees are a recurring feature of the dry bulk and tanker markets, and the Borrower has incurred charter termination fees in three of the past five fiscal years (ranging from $2.1 million in FY2019 to $7.8 million in FY2021). These fees are non-recurring in nature and, when left in the EBITDA calculation, can distort the Borrower's true operating performance. The $10,000,000 annual cap provides appropriate protection to the Lenders. The Borrower withdraws its request for add-back (d) (fleet expansion/disposal costs).
"Consolidated Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of such date minus unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date (not to exceed $50,000,000 for purposes of this calculation) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters most recently ended on or prior to such date.
> C&H Comment [12]: The definition formula is agreed. The covenant levels (maintenance of Consolidated Net Leverage Ratio not to exceed 4.50:1.00 in Years 1 and 2, stepping to 4.00:1.00 in Year 3 and thereafter) are addressed in Article VI and are agreed. The cap on unrestricted cash netting ($50,000,000) was agreed in the first markup.
> C&H Comment [13]: The Borrower requests expansion of the Defaulting Lender definition to include clause (e), covering a Lender that has publicly announced (or been the subject of a credible published report confirming) an intention to cease participating in shipping or maritime lending. This addition is directly relevant given recent market developments in the shipping finance sector, where several major lending institutions have announced partial or complete withdrawals from the maritime lending market. A Lender's strategic decision to exit the shipping sector creates a meaningful risk that such Lender will not honor its commitment obligations when called upon, even if it has not yet technically failed to fund. The inclusion of this concept provides the Borrower with early-warning protection and enables the reallocation or replacement mechanisms contemplated in Section 2.13 to be invoked before an actual funding failure occurs.
> C&H Comment [14]: The Borrower requests that any vessel-owning subsidiary owning a Vessel that is not a Mortgaged Vessel be treated as an Excluded Subsidiary for purposes of the Guaranty and share pledge requirements. The WJA Second Draft requires all Subsidiaries of the Borrower to become Guarantors regardless of whether their Vessels are Mortgaged Vessels. The Borrower strongly objects to this approach. TSL operates a fleet of 40 vessels through individual vessel-owning special purpose vehicles. Of those 40 vessels, 18 are designated as Mortgaged Vessels under the Facility. The remaining 22 vessels are not part of the collateral package and were never intended to be. Requiring the 22 non-Mortgaged Vessel subsidiaries to become Guarantors would (i) impose unnecessary administrative and legal burdens (including the requirement to deliver legal opinions from each subsidiary's jurisdiction of organization), (ii) effectively encumber the Borrower's non-collateral fleet without any corresponding benefit reflected in the pricing or terms of the Facility, and (iii) restrict the Borrower's ability to separately finance, sell, or restructure the non-collateral portion of its fleet. The collateral package was sized at 18 Mortgaged Vessels to provide the agreed 140% Collateral Coverage Ratio at an aggregate FMV of approximately $780,000,000 against maximum Facility Obligations of $150,000,000 — this represents over 5x coverage and is more than adequate without requiring guarantees from non-collateral subsidiaries.
"Guarantors" means, collectively, (a) Thalassa Dry Bulk Holdings Ltd., a company organized under the laws of the Republic of Cyprus, (b) Thalassa Tanker Operations Ltd., a corporation organized under the laws of the Republic of the marshall Islands, and (c) Thalassa Logistics International Ltd., a company organized under the laws of the Republic of Cyprus, and each other Subsidiary that is required to become a Guarantor pursuant to Section 6.11.
> C&H Comment [15]: Please confirm that the initial Guarantors are limited to the three listed intermediate holding and operating subsidiaries (Thalassa Dry Bulk Holdings Ltd., Thalassa Tanker Operations Ltd., and Thalassa Logistics International Ltd.) and do not include the individual vessel-owning SPVs. Cross-reference to Comment [14] regarding Excluded Subsidiaries. The Borrower's position is that only the three intermediate entities should serve as initial Guarantors, and the after-acquired subsidiary guarantor requirement in Section 6.11 should apply only to new subsidiaries owning Mortgaged Vessels.
> C&H Comment [16]: We have inserted a defined term for the payoff amount under the Existing Harborstone Facility. Based on the Borrower's most recent information from Harborstone National Bank, the estimated Harborstone Payoff Amount as of the anticipated Closing Date is approximately $124,687,500 (comprising $124,375,000 in outstanding principal and approximately $312,500 in accrued interest). The actual payoff amount will be confirmed in the Payoff Letter to be delivered by Harborstone as a condition to funding pursuant to Section 4.01(k). We request that the Credit Agreement include this defined term to facilitate clear identification of the payoff obligation in the funds flow memorandum and related closing documents.
"LC Sublimit" means $20,000,000.
> C&H Comment [17]: Agreed. No open comment.
"Material Adverse Change" or "Material Adverse Effect" means any event, condition, circumstance, development, change, or effect that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on (a) the business, operations, financial condition, or results of operations of the Borrower and its Subsidiaries, taken as a whole, the ability of any Loan Party to perform its payment obligations under any Loan Document to which it is a party, or the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.
> C&H Comment [18]: This is a principal open issue carried forward from the first markup. The Borrower's position is as follows: > > (a) Deletion of "prospects": The WJA Second Draft revised the MAC definition to delete "prospects" from the list of enumerated items, which the Borrower appreciates and accepts. > > (b) Deletion of Collateral value prong: The WJA Second Draft added a new prong — "the value of the Collateral, taken as a whole" — to the MAC definition. The Borrower requests deletion of this Collateral value prong. The Collateral Coverage Ratio covenant in Section 6.12 already provides the Lenders with a specific, quantitative mechanism for monitoring the relationship between Collateral value and Facility Obligations, complete with testing frequency, appraisal requirements, and cure mechanics. Adding a separate MAC prong for Collateral value creates an ambiguous, subjective overlay on top of the specific covenant, potentially allowing the Administrative Agent to declare a MAC based on a decline in vessel values that does not actually breach the 140% Collateral Coverage Ratio. This is duplicative and inappropriate. In the alternative, if the Lenders insist on retaining a Collateral value prong, the Borrower requests that it be qualified by materiality (i.e., "a material adverse change in the value of the Collateral, taken as a whole"), and that it be subject to the same exclusions (general economic conditions, shipping market conditions, etc.) as the other prongs of the MAC definition. > > (c) MAC exclusions: We have inserted standard MAC exclusions for (i) general economic and market conditions, (ii) changes in shipping market conditions, charter rates, or vessel values generally, (iii) changes in IFRS or applicable law, and (iv) changes arising from the transactions contemplated by this Agreement. These are market-standard exclusions and were included in the existing Harborstone facility.
"Mortgaged Vessels" means the eighteen (18) Vessels identified on Schedule [●] hereto, together with any additional Vessels that may become Mortgaged Vessels pursuant to Section 6.11 or Section 6.12.
> C&H Comment [19]: We request inclusion of a Schedule to the Credit Agreement listing all 18 Mortgaged Vessels by (a) vessel name, (b) IMO number, (c) flag state, (d) year of build, (e) deadweight tonnage, and (f) appraised Fair Market Value per the Seastone Maritime Advisors appraisals to be delivered on or about July 10, 2023. The aggregate FMV of the 18 Mortgaged Vessels is anticipated to be approximately $780,000,000 based on preliminary indications from Seastone. We are preparing the Schedule for inclusion in the next draft and will circulate it promptly upon receipt of the Seastone appraisals.
"Permitted Acquisition" means any acquisition by the Borrower or any Subsidiary of (a) all or substantially all of the assets of, or all of the equity interests in, any Person, or (b) any Vessel, in each case, provided that (i) no Default or Event of Default exists or would result therefrom, (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Article VI after giving effect to such acquisition, (iii) if such acquisition involves the acquisition of a Vessel, such Vessel is in class with an Approved Classification Society free of outstanding conditions and recommendations, and (iv) the aggregate consideration (including assumed Indebtedness) paid in respect of such acquisition does not exceed for all acquisitions during the term of this Agreement .
> C&H Comment [20]: The WJA Second Draft added restrictions requiring prior Administrative Agent consent for acquisitions exceeding $15,000,000 individually or $30,000,000 in the aggregate. The Borrower requests that the individual threshold be increased to $25,000,000 and the aggregate threshold be increased to $50,000,000, in each case consistent with TSL's ongoing fleet renewal and expansion program. TSL currently operates a fleet of 40 vessels and regularly evaluates acquisition opportunities for replacement and growth tonnage. The $15,000,000 individual cap would require Administrative Agent consent for the acquisition of virtually any vessel in TSL's target size range (Supramax and Panamax dry bulk carriers, MR and LR tankers), which would impose unreasonable delays on time-sensitive market transactions. The $25,000,000 individual cap and $50,000,000 aggregate cap represent a reasonable compromise that provides the Borrower with meaningful operational flexibility while retaining Lender protection through the pro forma financial covenant compliance requirement. We acknowledge that this remains an open business point.
"Swingline Sublimit" means $15,000,000.
> C&H Comment [21]: Agreed. Please confirm that Meridian Atlantic Bank, National Association is the sole Swingline Lender.
"Total Commitments" means the aggregate Commitments of all Lenders, which as of the Closing Date shall be $150,000,000, as set forth in Schedule 2.01.
> C&H Comment [22]: Agreed. The commitment allocations are set forth in Schedule 2.01, and we confirm that the allocations are consistent with the syndication arrangements communicated by Meridian Atlantic. See Schedule 2.01 markup below.
[Remainder of Section 1.01 — additional defined terms conforming to standard LSTA form, not reproduced for brevity. All remaining defined terms in the WJA Second Draft are accepted by C&H except as specifically commented upon herein.]
Section 1.02 — Interpretation; Rules of Construction
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise: (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein); (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns; (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement; and (v) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) All accounting terms not specifically defined herein shall be construed in accordance with IFRS as in effect from time to time, applied on a basis consistent with the most recent audited financial statements of the Borrower delivered pursuant to Section 6.01(a).
> C&H Comment [23]: Minor conforming edits only. Substantially agreed.
Section 1.03 — SOFR Provisions
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to or on the Reference Time in respect of any setting of the then-current Benchmark, then the applicable Benchmark Replacement will replace such Benchmark for all purposes hereunder and under any Loan Document in respect of any Benchmark setting at or after 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders by the Administrative Agent, so long as the Administrative Agent has not received, by such time, written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders.
(b) Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement.
> C&H Comment [24]: This provision is substantially agreed from the first markup. One remaining comment: The Borrower requests that any Benchmark Replacement adjustment and any Conforming Changes be subject to the Borrower's consent (not to be unreasonably withheld, conditioned, or delayed), rather than being made solely at the Administrative Agent's discretion. The Benchmark Replacement provisions have the potential to materially affect the interest rate payable by the Borrower, and the Borrower should have a reasonable consent right over any changes to the interest rate methodology.
ARTICLE II — THE CREDITS
Section 2.01 — Revolving Commitments
Subject to the terms and conditions set forth herein, each Lender severally agrees to make revolving loans (each, a "Revolving Loan" and collectively, "Revolving Loans") to the Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding not to exceed such Lender's Commitment. During the Availability Period, the Borrower may borrow, prepay, and reborrow Revolving Loans.
> C&H Comment [25]: Agreed. No open comment.
Section 2.02 — Borrowings; Conversion and Continuation of Loans
(a) Each Revolving Borrowing, each conversion of Revolving Loans from one Type to the other, and each continuation of SOFR Loans shall be made upon the Borrower's irrevocable notice to the Administrative Agent, which may be given by (i) telephone or (ii) a Borrowing Request; provided that any telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a Borrowing Request. Each such notice must be received by the Administrative Agent not later than (A) before the requested date of any Borrowing of, conversion to, or continuation of Base Rate Loans, and (B) 2:00 p.m. (New York City time) three (3) Business Days before the requested date of any Borrowing of, conversion to, or continuation of SOFR Loans.
(b) Each Borrowing shall be in a minimum principal amount of and integral multiples of in excess thereof (or, if the Total Commitments are less than such amount, in a principal amount equal to the remaining Total Commitments).
> C&H Comment [26]: Two open comments: (i) The Borrower requests a one (1) Business Day notice period for Base Rate borrowings, rather than the two (2) Business Day period in the WJA Second Draft. One-Business-Day notice for Base Rate loans is standard market practice and is consistent with the Existing Harborstone Facility. The three (3) Business Day notice period for SOFR borrowings is agreed. (ii) The Borrower requests a reduction of minimum borrowing amounts to $2,500,000 (with $500,000 increments), consistent with the operational cash management needs of a global shipping operation that may require funding on short notice and in varying amounts.
Section 2.03 — Letters of Credit
(a) LC Sublimit. Subject to the terms and conditions set forth herein, Meridian Atlantic Bank, National Association, in its capacity as LC Issuer, agrees to issue standby and commercial letters of credit (each, a "Letter of Credit") for the account of the Borrower from time to time during the Availability Period in an aggregate face amount at any time outstanding not to exceed the LC Sublimit ($20,000,000); provided that the aggregate outstanding principal amount of all Revolving Loans plus the aggregate LC Obligations plus the aggregate outstanding principal amount of all Swingline Loans shall not at any time exceed the Total Commitments.
> C&H Comment [27]: The Borrower requests the right to designate an alternate LC Issuer in the event that Meridian Atlantic declines to issue a requested Letter of Credit. The WJA Second Draft is silent on this point. Letters of credit are a critical component of the Borrower's day-to-day operations (including performance guarantees under charter agreements, customs and port security letters of credit, and fuel supply letters of credit). The Borrower should not be deprived of its ability to utilize the LC Sublimit simply because a single LC Issuer exercises its discretion to decline a request. This provision is protective of both the Borrower and the Lender group, as it ensures that the full LC Sublimit remains available. We note that the alternate LC Issuer concept is increasingly common in syndicated revolving credit facilities.
Section 2.04 — Swingline Loans
Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make swingline loans (each, a "Swingline Loan") to the Borrower from time to time during the Availability Period in an aggregate principal amount at any time outstanding not to exceed the Swingline Sublimit ($15,000,000).
> C&H Comment [28]: Agreed. Minor drafting comments only. Please confirm that Meridian Atlantic Bank, National Association is the sole Swingline Lender.
Section 2.05 — Prepayments
(a) Voluntary Prepayments. The Borrower may, upon notice to the Administrative Agent, at any time and from time to time prepay any Borrowing of Revolving Loans in whole or in part, without premium or penalty (other than breakage costs under Section 3.04). Each voluntary prepayment of SOFR Loans shall be in a minimum principal amount of $2,500,000. Each voluntary prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000.
(b) Mandatory Prepayments.
(i) Asset Sale Proceeds. In the event that the Borrower or any Subsidiary consummates any Asset Sale (other than Asset Sales permitted under Section 7.04 with aggregate net proceeds not exceeding $5,000,000 in any fiscal year), the Borrower shall prepay the Revolving Loans in an aggregate principal amount equal to of the Net Cash Proceeds received by the Borrower or such Subsidiary from such Asset Sale; provided that .
> C&H Comment [29]: Major open issue. The WJA Second Draft requires 100% of net asset sale proceeds to be applied as a mandatory prepayment, with only a 12-month reinvestment right. The Borrower's position, as stated in the first markup, is as follows: > > - Prepayment percentage: 75% of Net Cash Proceeds above a $5,000,000 annual de minimis threshold (not 100%). The 75% standard is appropriate because it allows the Borrower to retain a portion of sale proceeds for transaction costs, taxes, and general corporate purposes, while still ensuring that the substantial majority of proceeds are applied to reduce Facility Obligations. > > - Reinvestment period: 18 months (not 12 months). The acquisition of replacement vessels in the international shipping market is a process that routinely takes 12–18 months from identification of a target vessel through completion of delivery and registration. A 12-month reinvestment window is insufficient to allow the Borrower to execute on fleet renewal transactions and would effectively compel prepayment even where the Borrower has identified a replacement vessel and is actively pursuing its acquisition. > > The WJA Second Draft moved from the first draft's 100% / no-reinvestment position to 100% with 12-month reinvestment. We acknowledge this movement but respectfully maintain the Borrower's position at 75% / 18 months.
(ii) Insurance/Casualty Proceeds. In the event that the Borrower or any Subsidiary receives any insurance proceeds, condemnation awards, or other proceeds arising from any casualty, total loss, or compulsory acquisition of any Mortgaged Vessel, the Borrower shall prepay the Revolving Loans in an aggregate principal amount equal to 100% of such proceeds, net of reasonable costs and expenses incurred in connection therewith.
> C&H Comment [30]: The Borrower objects to the inclusion of any excess cash flow sweep and requests the deletion of Section 2.05(b)(iii) in its entirety. The excess cash flow sweep was not contained in the term sheet dated March 20, 2023, was not discussed during the negotiation of the Fee Letter dated February 14, 2023, was not included in the first WJA draft dated March 30, 2023, and was introduced for the first time in the WJA Second Draft without any prior discussion with the Borrower or its counsel. The inclusion of an excess cash flow sweep is inconsistent with the fundamental nature of the Facility as a revolving credit facility. Excess cash flow sweeps are a feature of term loan facilities (particularly in leveraged finance transactions) and are not market-standard for revolving credit facilities extended to investment-grade-equivalent shipping companies. TSL's FY2022 Consolidated Net Leverage Ratio was approximately 0.86x ($124.4M debt / $145M EBITDA), and even at full draw of the Facility, the pro forma leverage ratio would be approximately 1.03x — well below the 3.50x trigger proposed in the WJA Second Draft. The Borrower views the introduction of this concept as an attempt to renegotiate the economic terms of the Facility and respectfully requests its deletion.
Section 2.06 — Reduction and Termination of Commitments
(a) The Borrower may, upon notice to the Administrative Agent, at any time and from time to time terminate in whole or reduce in part the unutilized portion of the Total Commitments; provided that (i) each partial reduction shall be in a minimum aggregate amount of and integral multiples of in excess thereof, and (ii) the Total Commitments shall not be reduced to an amount that is less than the aggregate outstanding principal amount of all Revolving Loans plus the aggregate LC Obligations plus the aggregate outstanding principal amount of all Swingline Loans at such time.
> C&H Comment [31]: The Borrower requests the right to reduce commitments in minimum amounts of $5,000,000, rather than the $10,000,000 minimum in the WJA Second Draft. A $5,000,000 minimum reduction provides the Borrower with greater flexibility to manage its commitment fee expense by making incremental reductions as the Borrower's cash flow needs evolve. This is an open point.
Section 2.07 — Repayment of Loans
The Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Revolving Loans outstanding on such date. The "Maturity Date" shall be the date that is five (5) years after the Closing Date.
> C&H Comment [32]: Agreed. No open comment.
Section 2.08 — Interest
(a) Each SOFR Loan shall bear interest for each Interest Period at a rate per annum equal to the Adjusted Term SOFR for such Interest Period plus the Applicable Margin.
(b) Each Base Rate Loan shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.
(c) Default Interest. , all outstanding Obligations (including, without limitation, overdue principal, interest, and fees) shall bear interest at the otherwise applicable rate plus an additional 2.00% per annum.
> C&H Comment [33]: The Borrower requests that default interest apply only upon the occurrence and during the continuance of a payment Event of Default under Section 8.01(a) (i.e., a failure to pay principal, interest, or fees when due), and not upon the occurrence of any and all Events of Default. The WJA Second Draft applies the default interest rate upon the occurrence of any Event of Default, which would include technical covenant breaches, representation inaccuracies, and other non-payment events that do not reflect an inability or unwillingness on the part of the Borrower to make payments. Imposing penalty interest for non-payment events is punitive and is not market-standard for investment-grade-equivalent credit facilities. This was raised in the first markup and was not addressed in the WJA Second Draft.
Section 2.09 — Fees
(a) Commitment Fee. The Borrower agrees to pay to the Administrative Agent, for the account of each Lender, a commitment fee (the "Commitment Fee") equal to the Commitment Fee Rate multiplied by the average daily amount of the of such Lender during the period from and including the Closing Date to but excluding the date on which such Lender's Commitment terminates. Accrued Commitment Fees shall be payable quarterly in arrears on the last Business Day of each March, June, September, and December and on the date on which the Total Commitments terminate.
(b) Upfront Fee. The Borrower agrees to pay to the Administrative Agent, for the account of each Lender (pro rata based on such Lender's Commitment), an upfront fee in the aggregate amount of $750,000 (equal to 0.50% of the Total Commitments), payable on the Closing Date.
(c) Administrative Agent Fee. The Borrower agrees to pay to the Administrative Agent, solely for the Administrative Agent's own account, an annual administrative agent fee in the amount of $75,000, payable on the Closing Date and on each anniversary thereof during the term of this Agreement.
(d) LC Participation Fees; Fronting Fees. The Borrower agrees to pay (i) to the Administrative Agent, for the account of each Lender, a letter of credit participation fee equal to the Applicable Margin for SOFR Loans multiplied by the average daily face amount of outstanding Letters of Credit, and (ii) to the LC Issuer, solely for its own account, a letter of credit fronting fee equal to 0.125% per annum on the face amount of each outstanding Letter of Credit.
> C&H Comment [34]: Agreed as to amounts. We have inserted clarifying language to ensure that the Commitment Fee calculation takes into account outstanding Swingline Loans. The WJA Second Draft calculates the Commitment Fee based on the "unused Commitment," but the draft is ambiguous as to whether outstanding Swingline Loans reduce the base on which the Commitment Fee is calculated. The Borrower's position is that Swingline outstandings should reduce the base (i.e., Swingline outstandings should be treated as utilization for commitment fee purposes), because the Swingline Lender has funded such amounts and the corresponding commitment capacity is not available for revolving borrowings. We have revised the drafting to use the defined term "Available Commitment" to eliminate this ambiguity. Please confirm agreement.
Section 2.10 — Computation of Interest and Fees
All computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) elapsed.
> C&H Comment [35]: Agreed. No open comment.
Section 2.11 — Payments Generally
All payments to be made by the Borrower hereunder or under any other Loan Document shall be made in Dollars and in immediately available funds, without set-off, counterclaim, or deduction of any kind, to the Administrative Agent at its office at 600 Lexington Avenue, 38th Floor, New York, NY 10022 (or such other office as the Administrative Agent may designate in writing to the Borrower), not later than 2:00 p.m. (New York City time) on the date when due.
> C&H Comment [36]: Conforming edits only. Substantially agreed.
Section 2.12 — Sharing of Payments
If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Revolving Loans or participations in LC Obligations or Swingline Loans resulting in such Lender's receiving payment of a greater proportion of the aggregate unpaid principal and interest then due and owing to such Lender than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Revolving Loans and participations of the other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably.
> C&H Comment [37]: Agreed. No open comment.
ARTICLE III — TAXES; YIELD PROTECTION; ILLEGALITY
Section 3.01 — Taxes
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower or any Guarantor under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law requires the deduction or withholding of any Tax from any such payment, then (i) the sum payable by the Borrower or such Guarantor shall be increased as necessary so that after making all required deductions and withholdings (including deductions and withholdings applicable to additional sums payable under this Section 3.01), the Administrative Agent, each Lender, and each other recipient receives an amount equal to the sum it would have received had no such deductions or withholdings been made, (ii) the Borrower or such Guarantor shall make such deductions or withholdings, and (iii) the Borrower or such Guarantor shall timely pay the full amount deducted or withheld to the relevant governmental authority.
(b) Excluded Taxes. The obligations of the Borrower and each Guarantor under this Section 3.01 shall not apply to Taxes imposed on or measured by the net income (however denominated), franchise taxes, and branch profits taxes imposed on the Administrative Agent or any Lender by the jurisdiction under the laws of which such recipient is organized or in which its principal office or applicable lending office is located (collectively, "Excluded Taxes").
> C&H Comment [38]: The Borrower requests clarification and expansion of the "Excluded Taxes" definition to ensure that Greek withholding taxes covered by applicable bilateral tax treaties are properly excluded from the gross-up obligation. TSL is organized under the laws of the Hellenic Republic. The Lender syndicate includes entities organized in the United States (Meridian Atlantic Bank N.A. and Clearwater Commercial Lending LLC), Switzerland (Nordkapp Maritime Finance AG), and the United Kingdom (Eastbourne Capital Partners LLP). Greece maintains bilateral tax treaties with each of these jurisdictions that may provide for reduced or eliminated withholding tax rates on interest payments. The Borrower should not be required to gross up payments for withholding taxes that are eliminated or reduced by applicable tax treaties where the relevant Lender is entitled to (and has properly claimed) treaty benefits. We have inserted clause (ii) to address Treaty Reduced Taxes. We note that a jurisdiction-by-jurisdiction treaty analysis will be required prior to closing to determine the applicable withholding rates.
> C&H Comment [39]: In connection with Comment [38], we have also inserted a "tax treaty lender" concept in a new subsection (e) (not reproduced here) requiring each Lender that is eligible for reduced withholding under an applicable tax treaty to provide the Borrower and the Administrative Agent with the requisite treaty forms and certifications. This is a standard provision in cross-border credit facilities involving European borrowers.
Section 3.02 — Illegality
If any Lender determines that any law has made it unlawful, or that any governmental authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain, or fund SOFR Loans, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist.
> C&H Comment [40]: Agreed. No open comment.
Section 3.03 — Inability to Determine Rates
If the Administrative Agent determines that for any reason adequate and reasonable means do not exist for determining Adjusted Term SOFR for any requested Interest Period, the Administrative Agent will promptly so notify the Borrower and each Lender, and the Benchmark Replacement provisions of Section 1.03 shall apply.
> C&H Comment [41]: Cross-reference to Section 1.03. Substantially agreed.
Section 3.04 — Increased Costs
(a) If any Change in Law shall (i) impose, modify, or deem applicable any reserve, special deposit, compulsory loan, insurance charge, or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender, (ii) subject any Lender to any Tax (other than Excluded Taxes) with respect to this Agreement or any Loan, or (iii) impose on any Lender any other condition, cost, or expense affecting this Agreement, and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing, or maintaining any Loan, then the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost.
(b) Replacement of Lenders. If the Borrower is required to pay any additional amount to any Lender under this Section 3.04 (or if any Lender has made a claim under Section 3.01 for additional amounts), and such additional amounts or claims exceed in the aggregate in any twelve-month period, the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate all of its interests, rights, and obligations under the Loan Documents to an Eligible Assignee identified by the Borrower within days of the Borrower's notice.
> C&H Comment [42]: The Borrower requests that the threshold for exercise of the Lender replacement right be reduced from $250,000 to $100,000 and that the exercise period be extended from 30 to 60 days. The WJA Second Draft included the Lender replacement right concept (which the Borrower appreciates) but set the threshold at $250,000 and the exercise period at 30 days. The $100,000 threshold better protects the Borrower against recurring increased cost claims, and the 60-day exercise period provides the Borrower with adequate time to identify and negotiate with a replacement lender (which may involve syndication efforts and credit approval processes at the replacement institution). This is an open point.
Section 3.05 — Mitigation
Each Lender shall use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different applicable lending office if such designation would avoid or reduce amounts payable under Section 3.01 or Section 3.04, and would not, in such Lender's sole reasonable judgment, be otherwise disadvantageous to such Lender.
> C&H Comment [43]: Agreed. No open comment.
ARTICLE IV — CONDITIONS PRECEDENT
Section 4.01 — Conditions to Closing and Initial Borrowing
The obligation of the Lenders to make the initial Revolving Loan hereunder (and the obligation of the LC Issuer to issue the initial Letter of Credit hereunder) is subject to the satisfaction (or waiver in writing by the Administrative Agent, acting on the instructions of the Required Lenders) of each of the following conditions:
(a) Credit Agreement and Loan Documents. The Administrative Agent shall have received counterparts of this Agreement and each other Loan Document, in each case duly executed and delivered by each party thereto.
(b) Legal Opinions. The Administrative Agent shall have received the following legal opinions, each in form and substance reasonably satisfactory to the Administrative Agent:
(i) the opinion of Calderwood & Harkness LLP, New York counsel to the Borrower, addressing New York law enforceability of the Credit Agreement and the other Loan Documents governed by New York law;
(ii) the opinion of Pavlopoulos & Drakos Law Firm, Greek counsel to the Borrower, addressing (A) the due organization and valid existence of Thalassa Shipping & Logistics SA under the laws of the Hellenic Republic, (B) the corporate authority and capacity of the Borrower to enter into the Loan Documents, (C) the enforceability of the Loan Documents under Greek law, (D) no conflict with the Borrower's articles of association or applicable Greek law, and (E) no Greek governmental approvals required;
(iii) the opinion of marshall Islands counsel to Thalassa Tanker Operations Ltd. (to be identified), addressing due organization, corporate authority, and enforceability under the laws of the Republic of the marshall Islands; and
(iv) the opinion of Cyprus counsel to Thalassa Dry Bulk Holdings Ltd. and Thalassa Logistics International Ltd. (to be identified), addressing due organization, corporate authority, and enforceability under the laws of the Republic of Cyprus.
(c) Corporate Authorization Documents. The Administrative Agent shall have received certified copies of (i) the board resolutions (or equivalent governing body authorizations) of the Borrower and each Guarantor authorizing the execution, delivery, and performance of the Loan Documents to which it is a party, (ii) the articles of association (or equivalent organizational documents) of the Borrower and each Guarantor, and (iii) incumbency certificates for the Borrower and each Guarantor, certifying the names, titles, and specimen signatures of the officers authorized to execute the Loan Documents.
(d) Secretary's Certificate. The Administrative Agent shall have received a Secretary's Certificate (or equivalent officer's certificate) for Thalassa Shipping & Logistics SA, certifying the accuracy and completeness of the organizational documents and board resolutions delivered pursuant to clause (c) above.
(e) Officer's Certificate — No Default, Representations True. The Administrative Agent shall have received an officer's certificate of the Borrower, signed by the Chief Executive Officer or the Chief Financial Officer of the Borrower, certifying that (i) no Default or Event of Default has occurred and is continuing