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AMENDMENT NO. 1 TO CREDIT AGREEMENT

Dated as of May 15, 2023

among

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, a société anonyme organized under the laws of the Hellenic Republic, as Borrower,

THALASSA AMERICAS INC., a corporation organized under the laws of the State of Delaware, as U.S. Co-Borrower,

NORDBANK INTERNATIONAL AG, an Aktiengesellschaft organized under the laws of Switzerland, as Administrative Agent and Collateral Agent,

and

THE LENDERS PARTY HERETO

________________________________________

This AMENDMENT NO. 1 TO CREDIT AGREEMENT ("this Amendment") amends that certain Credit Agreement, dated as of June 15, 2019 (as heretofore amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Existing Credit Agreement," and as amended by this Amendment, the "Amended Credit Agreement"), among Thalassa Shipping & Logistics Société Anonyme, as Borrower, Thalassa Americas Inc., as U.S. Co-Borrower, Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto.

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RECITALS

A. The Existing Credit Agreement. Reference is made to that certain Credit Agreement, dated as of June 15, 2019 (the "Existing Credit Agreement"), by and among (i) Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic (the "Borrower"), (ii) Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware (the "U.S. Co-Borrower"), as co-borrower with respect to the U.S. Tranche, (iii) Nordbank International AG, an Aktiengesellschaft organized under the laws of Switzerland, as administrative agent and collateral agent (the "Administrative Agent"), and (iv) the lenders from time to time party thereto (the "Lenders"). The Existing Credit Agreement provided for (a) a Term Loan A Facility in an original aggregate principal amount of Four Hundred Million Dollars ($400,000,000), (b) a Revolving Credit Facility in an original aggregate committed amount of Two Hundred Million Dollars ($200,000,000), and (c) a U.S. Tranche Term Loan B Facility in an original aggregate principal amount of Eighty-Five Million Dollars ($85,000,000), for a total aggregate commitment of Six Hundred Eighty-Five Million Dollars ($685,000,000).

B. Outstanding Amounts. As of the date hereof, the aggregate outstanding principal amounts under the Existing Credit Agreement are as follows: (i) Term Loan A: Two Hundred Seventy Million Dollars ($270,000,000), reflecting One Hundred Thirty Million Dollars ($130,000,000) of scheduled amortization payments at Ten Million Dollars ($10,000,000) per quarter over thirteen (13) consecutive fiscal quarters from the third quarter of 2019 through the third quarter of 2022; (ii) Revolving Credit Facility: One Hundred Eighty-Five Million Dollars ($185,000,000) drawn of the Two Hundred Million Dollar ($200,000,000) aggregate commitment; and (iii) Term Loan B (U.S. Tranche): Eighty-Five Million Dollars ($85,000,000), for a total aggregate outstanding principal of Five Hundred Forty Million Dollars ($540,000,000). The interest rate applicable to all Facilities under the Existing Credit Agreement is the Secured Overnight Financing Rate ("SOFR") plus three hundred seventy-five (375) basis points per annum, with a default rate of an additional two hundred (200) basis points per annum applicable during the continuance of an Event of Default.

C. Events of Default and Forbearance. Certain Events of Default have occurred and are continuing under the Existing Credit Agreement, including the following:

(i) a breach of the Minimum Liquidity Covenant (requiring Forty Million Dollars ($40,000,000) in unrestricted cash and Cash Equivalents at all times) occurring on September 15, 2022, when the Borrower's unrestricted cash balance fell to Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), representing a shortfall of Twelve Million Seven Hundred Thousand Dollars ($12,700,000);

(ii) a breach of the Maximum Net Leverage Ratio covenant of 5.50 to 1.00, with the actual Net Leverage Ratio at 7.82 to 1.00 as of September 30, 2022 (calculated as Net Debt of Seven Hundred Seventy Million Nine Hundred Thousand Dollars ($770,900,000) divided by trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000)); and

(iii) a breach of the Minimum Interest Coverage Ratio covenant of 2.50 to 1.00, with the actual Interest Coverage Ratio at 1.74 to 1.00 as of September 30, 2022 (calculated as trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000) divided by trailing twelve-month Interest Expense of Fifty-Six Million Seven Hundred Thousand Dollars ($56,700,000)).

In response to the foregoing Events of Default, the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders entered into that certain Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), pursuant to which the Lenders agreed to forbear from exercising certain of their rights and remedies under the Existing Credit Agreement during the Standstill Period (as defined therein). The Forbearance Agreement was subsequently amended by (x) the First Amendment to Forbearance Agreement dated as of January 8, 2023 (extending the Standstill Period to March 8, 2023) and (y) the Second Amendment to Forbearance Agreement dated as of March 8, 2023 (extending the Standstill Period to April 7, 2023).

D. Restructuring Support Agreement. The Borrower, the U.S. Co-Borrower, the Administrative Agent, the Lenders, and certain other creditors of the Borrower, including Dralvecen Mezzanine Capital LLC, entered into that certain Restructuring Support Agreement dated as of March 14, 2023 (the "RSA"), with an outside date of June 30, 2023 for the consummation of the transactions contemplated thereby. The RSA contemplates, among other things, the amendments to the Existing Credit Agreement set forth in this Amendment, the exchange of certain mezzanine indebtedness for new second-lien obligations and equity, the receipt of new equity capital, and certain related transactions, all as more particularly described therein.

E. The Lender Syndicate. The Lenders party to the Existing Credit Agreement and their respective commitments thereunder are as follows:

F. Required Lender Consent. The Lenders executing this Amendment constitute the "Required Lenders" as defined in Section 1.01 of the Existing Credit Agreement (i.e., Lenders holding more than fifty percent (50%) of the aggregate outstanding principal amount of the Loans and unused Revolving Credit Commitments) and have agreed to amend the Existing Credit Agreement on the terms and conditions set forth herein. The Administrative Agent has confirmed that the requisite lender thresholds under Section 10.02 of the Existing Credit Agreement have been satisfied for each of the amendments, waivers, and consents set forth herein.

G. Concurrent Transactions. Concurrently with the effectiveness of this Amendment, the following transactions are being consummated pursuant to the RSA:

(i) the exchange of One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of mezzanine notes held by Dralvecen Mezzanine Capital LLC for (A) Sixty Million Dollars ($60,000,000) in aggregate principal amount of new second-lien notes due June 2028, bearing interest at 10.0% per annum payable in kind, and (B) equity interests in the Borrower representing fifteen percent (15%) of the outstanding common shares of the Borrower following the consummation of the transactions contemplated by the RSA;

(ii) an equity contribution by KFO Holdings Société Anonyme, an existing shareholder of the Borrower, in the amount of Thirty-Five Million Euros (€35,000,000) (approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000) at an assumed exchange rate of €1.00 = $1.0914), such contribution to be used to fund, among other things, the repayment of drawn amounts under the Revolving Credit Facility in excess of the Reduced Revolving Commitment (as defined herein);

(iii) the amendment and restatement of the Intercreditor Agreement dated as of June 15, 2019, between the Administrative Agent (as first-lien agent) and Dralvecen Mezzanine Capital LLC (as holder of the new second-lien notes), to reflect the new second-lien capital structure; and

(iv) the amendment and restatement of the intercompany promissory note from the U.S. Co-Borrower to the Borrower in the aggregate principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), to extend the maturity thereof and reduce the interest rate payable thereon.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, 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 herein, the following terms shall have the meanings set forth below:

"Amendment" means this Amendment No. 1 to Credit Agreement, dated as of May 15, 2023, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders party hereto.

"Amendment Effective Date" means the date on which all of the conditions precedent set forth in Article V hereof have been satisfied or waived in accordance with the terms hereof, which date is expected to be on or about June 30, 2023.

"Amendment Fee" has the meaning set forth in Section 3.01 hereof.

"Amended Credit Agreement" means the Existing Credit Agreement as amended by this Amendment.

"Borrower" means Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized and existing under the laws of the Hellenic Republic, with its principal office located at 42 Akti Miaouli, Piraeus 18538, Greece, registered with the Athens General Commercial Registry (GEMI), Greek Tax Identification Number (AFM) 998214763.

"Existing Credit Agreement" means that certain Credit Agreement, dated as of June 15, 2019, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders from time to time party thereto, as heretofore amended, restated, supplemented, or otherwise modified prior to the date hereof (but without giving effect to this Amendment).

"Extended Maturity Date" has the meaning set forth in Section 2.01(a) hereof.

"PIK Conversion Amount" has the meaning set forth in Section 2.02(a) hereof.

"Reduced Revolving Commitment" has the meaning set forth in Section 2.03(a) hereof.

"RSA" means the Restructuring Support Agreement, dated as of March 14, 2023, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, the Lenders, Dralvecen Mezzanine Capital LLC, KFO Holdings Société Anonyme, and the other parties thereto, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.

"U.S. Co-Borrower" means Thalassa Americas Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, Federal Employer Identification Number (EIN) 84-3291057, and its registered agent at Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.

All other capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Existing Credit Agreement or, where the context so requires, the Amended Credit Agreement. To the extent that a term is defined both in this Amendment and in the Existing Credit Agreement, the definition set forth in this Amendment shall control.

Section 1.02 — Rules of Interpretation

(a) Unless the context otherwise requires, (i) any reference to any agreement (including this Amendment, the Existing Credit Agreement, the Amended Credit Agreement, and any Loan Document) shall be deemed to include all amendments, restatements, supplements, and other modifications thereto from time to time, (ii) the words "hereof," "herein," "hereunder," and words of similar import, when used in this Amendment, shall refer to this Amendment as a whole and not to any particular provision hereof, (iii) references to "Articles," "Sections," "Schedules," and "Annexes" shall be to Articles, Sections, Schedules, and Annexes of this Amendment unless otherwise indicated, and (iv) references to any law, statute, rule, or regulation shall be deemed to include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law, statute, rule, or regulation.

(b) 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 word "including" shall mean "including without limitation." The word "or" shall not be exclusive.

(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.

(d) From and after the Amendment Effective Date, all references to the "Credit Agreement" in any Loan Document shall be deemed to refer to the Amended Credit Agreement, and all references to the "Maturity Date" shall be deemed to refer to the Extended Maturity Date, in each case unless the context otherwise requires.

ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT

Effective as of the Amendment Effective Date, and subject to the satisfaction or waiver of each of the conditions precedent set forth in Article V hereof, the Existing Credit Agreement is hereby amended as follows:

Section 2.01 — Maturity Date Extension

(a) Section 2.09 of the Existing Credit Agreement is hereby amended by deleting the reference to "June 15, 2024" appearing therein and replacing it with "June 15, 2027" (the "Extended Maturity Date"). The Extended Maturity Date shall apply with respect to all Facilities under the Amended Credit Agreement, including the Term Loan A Facility, the Revolving Credit Facility, and the Term Loan B (U.S. Tranche) Facility, and all Loans and Commitments thereunder shall mature on the Extended Maturity Date (unless earlier terminated or accelerated in accordance with the terms of the Amended Credit Agreement).

(b) All references to the "Maturity Date" in the Existing Credit Agreement and in each of the related Loan Documents (including, without limitation, the Security Documents, the Guarantee Agreement, the Intercreditor Agreement, and any promissory notes) shall be deemed, from and after the Amendment Effective Date, to refer to the Extended Maturity Date of June 15, 2027, and each such Loan Document is hereby amended accordingly without the need for further action by any party thereto.

(c) For the avoidance of doubt, the extension of the Maturity Date applies to the entire aggregate outstanding principal balance of Five Hundred Forty Million Dollars ($540,000,000) as of the date hereof, comprising (i) Two Hundred Seventy Million Dollars ($270,000,000) of Term Loan A, (ii) One Hundred Eighty-Five Million Dollars ($185,000,000) drawn under the Revolving Credit Facility (subject to the repayment contemplated by Section 2.03(c) hereof), and (iii) Eighty-Five Million Dollars ($85,000,000) of Term Loan B (U.S. Tranche).

Section 2.02 — PIK Conversion of Term Loan A Principal

(a) Effective as of the Amendment Effective Date, Seventy-Five Million Dollars ($75,000,000) of the outstanding principal amount of the Term Loan A (the "PIK Conversion Amount") is hereby converted from cash-pay obligations to payment-in-kind ("PIK") obligations. From and after the Amendment Effective Date, interest accruing on the PIK Conversion Amount shall not be payable in cash on each Interest Payment Date but shall instead be capitalized and added to the outstanding principal balance of the Term Loan A on each Interest Payment Date. Such capitalized interest shall thereafter bear interest at the rate applicable to the Term Loan A under the Amended Credit Agreement.

(b) For the avoidance of doubt, the remaining One Hundred Ninety-Five Million Dollars ($195,000,000) of the outstanding principal amount of the Term Loan A (representing Two Hundred Seventy Million Dollars ($270,000,000) of original outstanding principal minus the Seventy-Five Million Dollars ($75,000,000) PIK Conversion Amount) shall continue to constitute cash-pay obligations, and interest thereon shall continue to be payable in cash on each Interest Payment Date at the rate specified in the Amended Credit Agreement.

(c) The PIK Conversion Amount shall bear interest at the same rate as the remaining cash-pay portion of the Term Loan A, which rate is SOFR plus three hundred seventy-five (375) basis points per annum, with such interest to be capitalized on each quarterly Interest Payment Date and added to the outstanding principal balance of the PIK Conversion Amount. Interest on any amounts so capitalized shall, in turn, accrue at the same rate and shall be capitalized on subsequent Interest Payment Dates.

(d) Notwithstanding any other provision of the Existing Credit Agreement or this Amendment, all quarterly amortization payments of Ten Million Dollars ($10,000,000) on the Term Loan A, as required by Section 2.06(a) of the Existing Credit Agreement, shall continue to be due and payable in cash on each scheduled Amortization Date and shall be applied first to the cash-pay portion of the Term Loan A until such portion is repaid in full, and thereafter to the PIK Conversion Amount. The updated amortization schedule reflecting the foregoing is set forth in Schedule A hereto.

(e) Each Lender's pro rata share of the PIK Conversion Amount shall be determined based on such Lender's pro rata share of the outstanding Term Loan A as of the Amendment Effective Date, and interest capitalized on the PIK Conversion Amount shall be allocated to each Lender in accordance with its pro rata share.

Section 2.03 — Revolving Credit Facility Commitment Reduction

(a) The aggregate Revolving Credit Commitment under Section 2.01(b) of the Existing Credit Agreement is hereby permanently reduced from Two Hundred Million Dollars ($200,000,000) to One Hundred Fifty Million Dollars ($150,000,000) (the "Reduced Revolving Commitment").

(b) Each Lender's individual Revolving Credit Commitment shall be reduced on a pro rata basis, based on such Lender's percentage share of the aggregate Revolving Credit Commitment under the Existing Credit Agreement. The revised Revolving Credit Commitment of each Lender is set forth in Schedule B hereto.

(c) As of the date hereof, One Hundred Eighty-Five Million Dollars ($185,000,000) is drawn and outstanding under the Revolving Credit Facility. No later than the Amendment Effective Date, the Borrower shall repay Thirty-Five Million Dollars ($35,000,000) of the outstanding borrowings under the Revolving Credit Facility to reduce the drawn amount to One Hundred Fifty Million Dollars ($150,000,000) (or such lesser amount as may then be outstanding under the Revolving Credit Facility). Such repayment shall be funded in whole or in part from the proceeds of the equity contribution by KFO Holdings Société Anonyme contemplated by the RSA. The Borrower shall deliver to the Administrative Agent, not less than two (2) Business Days prior to the Amendment Effective Date, a notice of prepayment specifying the amount and source of funds for such repayment.

(d) For the avoidance of doubt, the Fifteen Million Dollars ($15,000,000) of the aggregate Revolving Credit Commitment that was previously undrawn (representing the difference between the original Two Hundred Million Dollar ($200,000,000) commitment and the One Hundred Eighty-Five Million Dollars ($185,000,000) drawn as of the date hereof) is hereby permanently cancelled and shall not be available for future borrowings. The Reduced Revolving Commitment of One Hundred Fifty Million Dollars ($150,000,000) represents the maximum aggregate amount available under the Revolving Credit Facility from and after the Amendment Effective Date.

(e) All references to the "Revolving Credit Commitment" or "Total Revolving Credit Commitments" in the Existing Credit Agreement shall, from and after the Amendment Effective Date, be deemed to refer to the Reduced Revolving Commitment.

Section 2.04 — Financial Covenant Amendments

(a) Maximum Net Leverage Ratio. Section 7.11(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(a) Maximum Net Leverage Ratio. The Borrower shall not permit the Net Leverage Ratio, calculated as of the last day of each fiscal quarter for the most recently completed four fiscal quarter period (the 'Test Period'), to exceed the following levels for the applicable Test Periods:

For purposes of determining the Net Leverage Ratio, (i) 'Net Debt' shall mean, as of the last day of the applicable Test Period, the aggregate principal amount of all funded Indebtedness of the Borrower and its consolidated Subsidiaries minus unrestricted cash and Cash Equivalents of the Borrower and its consolidated Subsidiaries, and (ii) 'EBITDA' shall be calculated in accordance with Section 1.01 of this Agreement. The foregoing step-down schedule reflects a temporary relaxation of the Maximum Net Leverage Ratio to 7.50 to 1.00 during the transition period through the end of fiscal year 2023, stepping down progressively to the permanent level of 5.50 to 1.00 by the third quarter of fiscal year 2025."

(b) Minimum Liquidity Covenant. Section 7.11(b) of the Existing Credit Agreement is hereby amended by deleting the reference to "Forty Million Dollars ($40,000,000)" appearing therein and replacing it with "Thirty Million Dollars ($30,000,000)." As so amended, the Borrower shall maintain at all times minimum unrestricted cash and Cash Equivalents of not less than Thirty Million Dollars ($30,000,000), measured as of the last Business Day of each week and tested upon delivery of each compliance certificate required under Section 6.02 of the Amended Credit Agreement.

(c) Minimum Interest Coverage Ratio. Section 7.11(c) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

"(c) Minimum Interest Coverage Ratio. Compliance by the Borrower with the Minimum Interest Coverage Ratio covenant of 2.50 to 1.00 shall be waived for all Test Periods ending on or before December 31, 2023. Beginning with the Test Period ending March 31, 2024, and for each Test Period ending thereafter, the Borrower shall not permit the Interest Coverage Ratio, calculated as of the last day of such Test Period for the most recently completed four fiscal quarter period, to be less than 2.50 to 1.00. For purposes of this Section, the 'Interest Coverage Ratio' shall be calculated as EBITDA for the applicable Test Period divided by total cash Interest Expense for the applicable Test Period."

(d) The financial covenant step-down schedule described in this Section 2.04 is set forth in summary form in Schedule C hereto.

Section 2.05 — Waiver of Default Interest

(a) All Default Interest (i.e., the additional two hundred (200) basis points per annum that accrued on outstanding Obligations during the continuation of any Event of Default, as provided in Section 2.08(c) of the Existing Credit Agreement) that has accrued under the Existing Credit Agreement from and after September 15, 2022 (the date on which the first Event of Default described in Recital C hereof occurred) through and including the Amendment Effective Date is hereby retroactively waived in full by the Lenders.

(b) Any Default Interest previously accrued and added to the Obligations, whether by capitalization, compounding, or otherwise, shall be reversed and shall not constitute part of the outstanding principal, accrued interest, or other obligations under the Amended Credit Agreement. The Administrative Agent shall, within five (5) Business Days following the Amendment Effective Date, deliver to the Borrower and each Lender a revised statement of outstanding Obligations reflecting the reversal of all Default Interest.

(c) For the avoidance of doubt, the applicable interest rate on all Facilities from and after the Amendment Effective Date shall be SOFR plus three hundred seventy-five (375) basis points per annum (without the additional two hundred (200) basis point default spread), subject to adjustment in accordance with the terms of the Amended Credit Agreement. Nothing in this Section 2.05 shall limit or impair the accrual of Default Interest in the event of any future Event of Default occurring after the Amendment Effective Date.

Section 2.06 — Waiver of Existing Events of Default

(a) Each of the following Events of Default that has occurred and is continuing under the Existing Credit Agreement (collectively, the "Existing Events of Default") is hereby permanently waived, effective as of the Amendment Effective Date:

(i) The breach of the Minimum Liquidity Covenant set forth in Section 7.11(b) of the Existing Credit Agreement, occurring on September 15, 2022, when the Borrower's unrestricted cash and Cash Equivalents totaled Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), which was below the then-required minimum of Forty Million Dollars ($40,000,000), resulting in a shortfall of Twelve Million Seven Hundred Thousand Dollars ($12,700,000);

(ii) The breach of the Maximum Net Leverage Ratio covenant set forth in Section 7.11(a) of the Existing Credit Agreement, occurring as of September 30, 2022, when the actual Net Leverage Ratio was 7.82 to 1.00, which exceeded the then-required maximum of 5.50 to 1.00;

(iii) The breach of the Minimum Interest Coverage Ratio covenant set forth in Section 7.11(c) of the Existing Credit Agreement, occurring as of September 30, 2022, when the actual Interest Coverage Ratio was 1.74 to 1.00, which was below the then-required minimum of 2.50 to 1.00; and

(iv) Any and all other Events of Default arising from, related to, or resulting from the foregoing breaches, including (A) any cross-defaults triggered under Section 8.01(e) of the Existing Credit Agreement by reason of the foregoing Events of Default, (B) any defaults arising under other agreements of the Borrower or its Subsidiaries as a result of such Events of Default, and (C) any Defaults or Events of Default that may have arisen or continued during the Forbearance Period.

(b) The waivers set forth in this Section 2.06 are specific to the Existing Events of Default described above and shall not constitute a waiver of (i) any other provision of the Existing Credit Agreement or the Amended Credit Agreement, (ii) any Default or Event of Default not specifically described herein, or (iii) any future Default or Event of Default, whether or not similar to the Existing Events of Default. The Lenders reserve all rights and remedies available to them under the Amended Credit Agreement, the other Loan Documents, and applicable law with respect to any Default or Event of Default that is not an Existing Event of Default waived hereby.

Section 2.07 — Collateral and Security Provisions

(a) The Collateral securing the Obligations under the Amended Credit Agreement shall remain unchanged from the Collateral described in the Existing Credit Agreement, the Security Documents, and the Mortgage Documents, and shall consist of first-priority liens on and security interests in the following assets (subject only to Permitted Liens):

(i) thirty-eight (38) dry-bulk carriers and twelve (12) container vessels (fifty (50) vessels in total), as more particularly described in Schedule A to the Existing Credit Agreement, including the vessel names, IMO numbers, flag states, and years of build, together with all equipment, machinery, appurtenances, and appurtenant interests thereto;

(ii) the Houston terminal lease held by Thalassa Americas Inc. (the terminal facility located at the Port of Houston, Barbours Cut Terminal, Berths 14-16), including all leasehold interests and improvements thereon;

(iii) all accounts receivable of the Borrower and the U.S. Co-Borrower, whether now existing or hereafter arising, including all charter hire receivables, freight revenues, demurrage claims, and insurance proceeds;

(iv) one hundred percent (100%) of the equity interests in Thalassa Americas Inc., and one hundred percent (100%) of the equity interests in each of the fourteen (14) vessel-owning special purpose vehicles organized under the laws of the Republic of the marshall Islands that are Subsidiaries of the Borrower; and

(v) all proceeds and products of the foregoing.

(b) All references to the fleet of vessels constituting Collateral under the Amended Credit Agreement and the Security Documents shall be read and interpreted to reflect the Borrower's undertaking under that certain Side Letter Agreement regarding Vessel Dispositions, dated as of March 14, 2023 (the "Vessel Disposition Side Letter"), to sell six (6) older dry-bulk carriers (with an average age of approximately eighteen (18) years) for estimated aggregate sale proceeds of approximately Seventy-Two Million Dollars ($72,000,000) within twelve (12) months following the Amendment Effective Date, with net cash proceeds from such sales applied to mandatory prepayment of the Term Loan A in accordance with Section 2.08 hereof.

(c) Upon the release of any vessel pursuant to the vessel disposition program described in the Vessel Disposition Side Letter, the lien and security interest of the Administrative Agent on and in such vessel shall be released by the Administrative Agent in accordance with Section 10.14 of the Amended Credit Agreement, subject to the receipt and application of the net cash sale proceeds in accordance with Section 2.08 hereof. The Administrative Agent shall execute and deliver such instruments of release, mortgage discharge, and similar documents as may be reasonably necessary to effectuate any such release, provided that all applicable conditions to release set forth in the Amended Credit Agreement have been satisfied.

Section 2.08 — Mandatory Prepayment from Vessel Sales

(a) Section 2.11(b) of the Existing Credit Agreement is hereby amended to provide that one hundred percent (100%) of the net cash proceeds from the sale, transfer, or other disposition of any vessel constituting Collateral (after deducting reasonable and documented transaction costs, brokerage commissions, and taxes payable in connection with such sale) shall be applied to mandatory prepayment of the Term Loan A within five (5) Business Days following the receipt of such proceeds by the Borrower or any Subsidiary.

(b) Such mandatory prepayments shall be applied first to the cash-pay portion of the Term Loan A until such portion is repaid in full, and thereafter to the PIK Conversion Amount (including any interest capitalized thereon).

(c) No prepayment premium, make-whole amount, or penalty of any kind shall apply to any mandatory prepayment of the Term Loan A funded from the net cash proceeds of vessel sales. This provision supersedes any prepayment premium provisions of the Existing Credit Agreement to the extent applicable to mandatory prepayments from vessel dispositions.

Section 2.09 — Intercreditor Provisions

(a) The amendments and waivers set forth herein are being made concurrently with, and are conditioned upon, the execution and delivery of that certain Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, by and between the Administrative Agent, in its capacity as first-lien agent on behalf of the Lenders, and Dralvecen Mezzanine Capital LLC, in its capacity as holder of the new second-lien notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000) issued pursuant to the New Second-Lien Note Purchase Agreement dated May 18, 2023.

(b) The payment, lien, and enforcement priorities established in the Amended and Restated Intercreditor Agreement shall govern the relative rights and priorities of (i) the Obligations under the Amended Credit Agreement (as first-lien obligations) and (ii) the obligations under the new second-lien notes (as second-lien obligations), and shall be binding upon the Borrower, the U.S. Co-Borrower, the Lenders, and Dralvecen Mezzanine Capital LLC.

(c) Each Lender, by executing this Amendment, acknowledges and consents to the execution and delivery of the Amended and Restated Intercreditor Agreement and the issuance of the new second-lien notes in the principal amount described above.

Section 2.10 — CUSIP Reference

The Senior Secured Credit Agreement Term Loan A CUSIP number remains 87265BAA7. The Administrative Agent shall update the facility records and any notices to trading platforms and clearing systems to reflect the amendments effected by this Amendment, provided that such CUSIP number shall continue to reference the Term Loan A Facility as amended hereby.

ARTICLE III — AMENDMENT FEE

Section 3.01 — Amendment Fee

(a) In consideration for the agreement of the Lenders to enter into this Amendment and to effect the amendments, waivers, and consents set forth herein, the Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender that executes and delivers a counterpart of this Amendment on or before the Amendment Effective Date, an amendment fee (the "Amendment Fee") equal to one percent (1.00%) of the aggregate outstanding principal amount of such Lender's Loans (including such Lender's pro rata share of the Term Loan A, the Revolving Credit Facility, and the Term Loan B, as applicable) as of the date hereof.

(b) Based on the aggregate outstanding principal amount of all Loans of Five Hundred Forty Million Dollars ($540,000,000) as of the date hereof, the aggregate Amendment Fee payable to all Lenders is Five Million Four Hundred Thousand Dollars ($5,400,000).

(c) The Amendment Fee shall be paid in kind by capitalizing such fee to the outstanding principal balance of each applicable Lender's Loans, on a pro rata basis, on the Amendment Effective Date. For the avoidance of doubt, no cash payment of the Amendment Fee is required, and the capitalization of the Amendment Fee shall increase the aggregate outstanding principal balance of the Loans under the Amended Credit Agreement by Five Million Four Hundred Thousand Dollars ($5,400,000).

(d) The Amendment Fee shall be allocated among the Term Loan A, the Revolving Credit Facility, and the Term Loan B on a pro rata basis based on the respective outstanding principal balances of each Facility as of the date hereof. The allocation of the Amendment Fee by Lender and by Facility is set forth in Schedule D hereto.

(e) The Amendment Fee shall be fully earned on the Amendment Effective Date and shall not be refundable under any circumstances.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES

Section 4.01 — Representations and Warranties of the Borrower

Each of the Borrower and the U.S. Co-Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof and as of the Amendment Effective Date, as follows:

(a) Organization and Good Standing. The Borrower is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic. The U.S. Co-Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each of the Borrower and the U.S. Co-Borrower is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(b) Power and Authority. Each of the Borrower and the U.S. Co-Borrower has the corporate power and authority to execute, deliver, and perform its respective obligations under this Amendment, the Amended Credit Agreement, and each other Loan Document to which it is a party, and to consummate the transactions contemplated hereby and thereby.

(c) Due Authorization. The execution, delivery, and performance by each of the Borrower and the U.S. Co-Borrower of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Borrower, including approval by the board of directors of Thalassa Shipping & Logistics Société Anonyme by resolution adopted at a duly convened meeting held on May 2, 2023, and on the part of the U.S. Co-Borrower, including approval by the board of directors of Thalassa Americas Inc. by unanimous written consent dated May 4, 2023. No further corporate approval, authorization, or consent is required in connection herewith.

(d) No Conflicts. The execution, delivery, and performance by each of the Borrower and the U.S. Co-Borrower of this Amendment does not and will not (i) violate or conflict with the organizational documents (including the articles of association, bylaws, certificate of incorporation, or similar governing instruments) of the Borrower or the U.S. Co-Borrower, (ii) violate, conflict with, or result in a default under any material agreement, instrument, or obligation to which the Borrower or the U.S. Co-Borrower is a party or by which any of their respective properties are bound, or (iii) violate any applicable law, rule, regulation, order, judgment, writ, injunction, or decree of any Governmental Authority having jurisdiction over the Borrower or the U.S. Co-Borrower or their respective properties.

(e) Enforceability. This Amendment constitutes, and the Amended Credit Agreement will constitute, the legal, valid, and binding obligation of each of the Borrower and the U.S. Co-Borrower, enforceable against each of them in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(f) No Default. After giving effect to this Amendment and the other transactions contemplated by the RSA (including, without limitation, the equity contribution by KFO Holdings Société Anonyme, the mezzanine exchange, and the repayment of drawn amounts under the Revolving Credit Facility), no Event of Default or Default exists or is continuing under the Amended Credit Agreement.

(g) Solvency. After giving effect to the transactions contemplated by the RSA, including the equity contribution by KFO Holdings Société Anonyme of approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000), the repayment of Thirty-Five Million Dollars ($35,000,000) of drawn amounts under the Revolving Credit Facility, and the exchange of the mezzanine notes, each of the Borrower and the U.S. Co-Borrower is Solvent (as defined in Section 1.01 of the Existing Credit Agreement). Without limiting the foregoing, (i) the fair value of the assets of the Borrower and its consolidated Subsidiaries, on a consolidated basis, exceeds the aggregate amount of their liabilities (including contingent liabilities), (ii) the present fair saleable value of the assets of the Borrower and its consolidated Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability on their existing debts as such debts become absolute and matured, and (iii) the Borrower and its consolidated Subsidiaries are able to pay their debts and liabilities (including contingent liabilities and other commitments) as they mature in the ordinary course of business.

(h) Collateral. The liens and security interests in favor of the Administrative Agent in the Collateral described in the Security Documents continue to be valid, perfected (to the extent perfection is required under applicable law), and enforceable against the Borrower and its Subsidiaries, with the priority established in the applicable Security Documents and the Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, subject only to Permitted Liens and the rights of the second-lien holder as set forth in such Amended and Restated Intercreditor Agreement.

(i) Financial Statements. The audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2022, and the unaudited consolidated financial statements of the Borrower for the fiscal quarter ended March 31, 2023, each as most recently delivered to the Administrative Agent, were prepared in accordance with International Financial Reporting Standards ("IFRS") applied on a consistent basis throughout the periods involved and fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower and its consolidated Subsidiaries as of the dates and for the periods indicated. Since the date of such financial statements, there has been no event, condition, circumstance, or change that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect, other than the events and conditions giving rise to the Existing Events of Default waived pursuant to Section 2.06 hereof and the matters publicly disclosed in the Borrower's annual report and related filings.

(j) Fleet. The fleet of fifty (50) vessels (thirty-eight (38) dry-bulk carriers and twelve (12) container vessels) constituting Collateral under the Security Documents was appraised by Drakos Maritime Valuations Ltd., an independent ship valuation firm, at an aggregate fair market value of Six Hundred Twenty-Three Million Dollars ($623,000,000) as of November 1, 2022. The breakdown of such valuation by vessel class is as follows:

To the knowledge of the Borrower, there has been no material impairment or loss affecting any vessel since the date of such appraisal, other than normal wear and tear and operating conditions.

Section 4.02 — Representations and Warranties of the Administrative Agent

The Administrative Agent represents and warrants to the Borrower, the U.S. Co-Borrower, and the Lenders that it has been duly authorized, by all necessary corporate and internal action, to execute and deliver this Amendment and to take the actions contemplated herein on behalf of itself and in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement and the Amended Credit Agreement.

ARTICLE V — CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 5.01 — Conditions to Amendment Effective Date

The effectiveness of this Amendment and the amendments, waivers, and consents set forth herein is subject to the prior satisfaction (or waiver by the Administrative Agent at the direction of the Required Lenders) of each of the following conditions precedent:

(a) Execution and Delivery. The Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, the U.S. Co-Borrower, the Administrative Agent, and Lenders constituting the Required Lenders (as defined in Section 1.01 of the Existing Credit Agreement, i.e., Lenders holding more than fifty percent (50%) of the aggregate outstanding Loans and unused Revolving Credit Commitments). Each such counterpart shall be an original or a facsimile or .pdf copy of an original, and shall have been executed by a duly authorized officer of the applicable party.

(b) RSA in Full Force and Effect. The Restructuring Support Agreement, dated as of March 14, 2023, shall be in full force and effect, and no termination event or event that, with the giving of notice or lapse of time or both, would constitute a termination event shall have occurred and be continuing thereunder. The Administrative Agent shall have received a certificate from the Borrower confirming the foregoing.

(c) KFO Equity Contribution. KFO Holdings Société Anonyme shall have irrevocably funded the equity contribution of Thirty-Five Million Euros (€35,000,000) (approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000) at an exchange rate of €1.00 = $1.0914) to the Borrower in immediately available funds, and the Administrative Agent shall have received evidence satisfactory to it (including wire transfer confirmation and a certificate from the Borrower) confirming receipt of such funds.

(d) Mezzanine Exchange. The exchange of One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of existing mezzanine notes held by Dralvecen Mezzanine Capital LLC for (i) Sixty Million Dollars ($60,000,000) in aggregate principal amount of new second-lien notes due June 2028, bearing interest at 10.0% per annum payable in kind, and (ii) equity interests representing fifteen percent (15%) of the outstanding common shares of the Borrower, shall have been consummated in full pursuant to the New Second-Lien Note Purchase Agreement, dated as of May 18, 2023, and the Administrative Agent shall have received evidence of such consummation in form and substance satisfactory to it.

(e) Amended and Restated Intercreditor Agreement. The Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, between the Administrative Agent (as first-lien agent on behalf of the Lenders) and Dralvecen Mezzanine Capital LLC (as second-lien holder), shall have been duly executed and delivered by each party thereto, and the Administrative Agent shall have received a fully executed copy thereof.

(f) Intercompany Note Amendment. The Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023, from Thalassa Americas Inc. to the Borrower in the aggregate principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), amending the maturity thereof from December 2025 to December 2028 and reducing the interest rate thereon from 5.0% to 2.0% per annum, shall have been duly executed and delivered by Thalassa Americas Inc. and the Borrower, and the Administrative Agent shall have received a fully executed copy thereof.

(g) Unsecured Notes Cure. The missed interest payment of Two Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500) under the 8.25% Senior Unsecured Notes due 2025, issued by the Borrower (the December 1, 2022 scheduled interest payment), shall have been paid in full to Garrison Trust Company, as indenture trustee, and the Consent and Waiver Letter, dated as of March 20, 2023, executed by holders of not less than a majority in aggregate principal amount of such notes, shall remain in full force and effect. The Administrative Agent shall have received evidence satisfactory to it confirming payment of such missed interest payment and the continued effectiveness of such Consent and Waiver Letter.

(h) Legal Opinions. The Administrative Agent shall have received the following legal opinions, each dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and its counsel:

(i) the legal opinion of Calderwood & Harkness LLP, counsel to the U.S. Co-Borrower, regarding the due authorization, execution, delivery, and enforceability of this Amendment and the other Loan Documents executed by Thalassa Americas Inc. in connection herewith;

(ii) the legal opinion of Calderwood & Harkness LLP regarding the absence of conflicts with, and violations of, any organizational document, applicable law, or material agreement to which Thalassa Americas Inc. is a party; and

(iii) such opinions of local counsel in the Hellenic Republic and such other jurisdictions as the Administrative Agent may reasonably request, including with respect to the validity and enforceability of the vessel mortgages, the perfection of security interests in the Collateral located in such jurisdictions, and the continued validity of the corporate authorizations of the Borrower.

(i) Officer's Certificate. The Administrative Agent shall have received the Officer's Certificate of Marcus Hale, President of Thalassa Americas Inc., dated as of the Amendment Effective Date, certifying (i) the satisfaction of each of the conditions precedent set forth in this Section 5.01, (ii) the absence of any Default or Event of Default under the Amended Credit Agreement after giving effect to this Amendment and the other RSA transactions, and (iii) the accuracy and completeness of the representations and warranties set forth in Article IV hereof as of the Amendment Effective Date.

(j) Solvency Certificate. The Administrative Agent shall have received the Solvency Certificate of Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., dated as of the Amendment Effective Date, certifying the solvency of each of the Borrower and the U.S. Co-Borrower after giving effect to the transactions contemplated by this Amendment and the RSA, substantially in the form required by Section 4.01(g) of the Existing Credit Agreement.

(k) Secretary's Certificate. The Administrative Agent shall have received the Secretary's Certificate of Thalassa Americas Inc., dated as of the Amendment Effective Date, attaching certified copies of (i) the Certificate of Incorporation of Thalassa Americas Inc. as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, (ii) the Bylaws of Thalassa Americas Inc. as currently in effect, and (iii) the resolutions of the board of directors of Thalassa Americas Inc. authorizing the execution, delivery, and performance of this Amendment and the transactions contemplated hereby, together with a certification of the incumbency and specimen signatures of the officers of Thalassa Americas Inc. authorized to execute this Amendment and the related documents.

(l) No Material Adverse Effect. Since September 30, 2022, no event, condition, circumstance, development, or change shall have occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Existing Credit Agreement), other than (i) the Existing Events of Default waived pursuant to Section 2.06 hereof and the matters giving rise thereto, (ii) the decline in charter rates and freight rates experienced by the Borrower and the shipping industry generally during the period from the third quarter of 2022 through the first quarter of 2023, and (iii) the matters disclosed to the Administrative Agent and the Lenders in the financial projections and business plan delivered in connection with the RSA.

(m) Payment of Amendment Fee. The Amendment Fee of Five Million Four Hundred Thousand Dollars ($5,400,000) shall have been capitalized to the outstanding Loans in accordance with Section 3.01 hereof, and the Administrative Agent shall have confirmed such capitalization in its loan administration records.

(n) Payment of Professional Fees. All accrued and unpaid fees and expenses of (i) Brackoven & Partners LLP, as counsel to the Administrative Agent, (ii) Draycott Advisory Group LLC, as financial advisor to the Ad Hoc Group of Lenders, and (iii) any other professionals retained by the Administrative Agent or the Ad Hoc Group in connection with the restructuring, shall have been paid in full in immediately available funds by the Borrower.

(o) No Litigation. No action, suit, investigation, or proceeding shall be pending or, to the knowledge of the Borrower, threatened before any court, arbitral tribunal, or governmental body that (i) could reasonably be expected to have a Material Adverse Effect, or (ii) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Amendment, the RSA, or any of the other documents and agreements contemplated hereby.

(p) Vessel Disposition Side Letter. The Side Letter Agreement regarding the disposition of six (6) dry-bulk carriers, dated as of March 14, 2023, between the Borrower, the Administrative Agent, and the Required Lenders, shall remain in full force and effect, and no breach or termination event shall have occurred thereunder. The Borrower shall have confirmed that it has engaged Adriatic Group as exclusive broker for the vessel disposition program and that marketing of the six designated vessels has commenced.

(q) Insurance. The Borrower shall have delivered to the Administrative Agent evidence, in form and substance satisfactory to the Administrative Agent, of the maintenance of all insurance policies required under Section 6.07 of the Existing Credit Agreement, including (i) hull and machinery insurance covering all fifty (50) vessels in the fleet, (ii) protection and indemnity insurance through the applicable P&I club, (iii) war risk insurance, and (iv) directors' and officers' liability insurance with Promontory Indemnity Insurance Co. under Policy No. PII-DO-2022-08847, with an aggregate limit of Twenty-Five Million Dollars ($25,000,000), arranged through Seaward & Beckett Insurance Brokers Ltd. All such policies shall name the Administrative Agent as loss payee, additional insured, or mortgagee, as applicable.

ARTICLE VI — REAFFIRMATION AND RATIFICATION

Section 6.01 — Reaffirmation of Loan Documents

Except as expressly amended, waived, or modified by this Amendment, each of the Existing Credit Agreement and all other Loan Documents (including, without limitation, the Security Documents, the Guarantee Agreement, the Mortgage Documents, and the fee letters) shall remain in full force and effect and are hereby ratified, confirmed, and reaffirmed in all respects. Nothing contained herein shall be construed to release, impair, or otherwise affect any right, power, or remedy of the Administrative Agent or the Lenders under any Loan Document, except to the extent expressly set forth herein. All references to the "Credit Agreement" in any Loan Document shall, from and after the Amendment Effective Date, be deemed to refer to the Amended Credit Agreement.

Section 6.02 — Reaffirmation of Security Interests

Each of the Borrower and the U.S. Co-Borrower hereby ratifies, confirms, and reaffirms the grant of security interests and liens in the Collateral under the Security Documents, including the vessel mortgages, the general security agreements, the pledge agreements, and the accounts receivable assignments, and confirms that such security interests and liens (a) continue to secure all Obligations under the Amended Credit Agreement (as increased by the capitalization of the Amendment Fee), (b) are valid, subsisting, and enforceable, (c) have the priority established in the applicable Security Documents and the Amended and Restated Intercreditor Agreement, subject only to Permitted Liens, and (d) have not been released, subordinated, or otherwise impaired. Each of the Borrower and the U.S. Co-Borrower agrees to take, at its own expense, such further actions and to execute and deliver such additional documents as the Administrative Agent may reasonably request to evidence or perfect such security interests and liens.

Section 6.03 — Reaffirmation of Guarantees

Each guarantor party to the Guarantee Agreement dated as of June 15, 2019, including each vessel-owning special purpose vehicle that is a Subsidiary of the Borrower and a guarantor thereunder, hereby ratifies, confirms, and reaffirms its guarantee obligations set forth in such Guarantee Agreement and confirms that such guarantee obligations extend to and cover all Obligations under the Amended Credit Agreement, including the Obligations as increased by the capitalization of the Amendment Fee and any PIK interest accruing on the PIK Conversion Amount. By their execution of this Amendment (or a Reaffirmation Agreement attached hereto as a supplement to this Amendment), each such guarantor confirms that its guarantee obligations remain in full force and effect and are not released, impaired, or otherwise affected by this Amendment or the transactions contemplated hereby.

ARTICLE VII — FORBEARANCE TERMINATION

Section 7.01 — Termination of Forbearance Agreement

(a) Effective upon the Amendment Effective Date, the Forbearance Agreement, dated as of October 10, 2022 (as amended by the First Amendment to Forbearance Agreement, dated as of January 8, 2023, and the Second Amendment to Forbearance Agreement, dated as of March 8, 2023), by and among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders, is hereby terminated in its entirety and shall be of no further force or effect. All rights, obligations, and provisions of the Forbearance Agreement (as amended) shall cease to have any force or effect from and after the Amendment Effective Date, and no party shall have any further rights or obligations thereunder.

(b) The waivers of the Existing Events of Default granted in Section 2.06 hereof shall, from and after the Amendment Effective Date, supersede and replace in their entirety the forbearance arrangements set forth in the Forbearance Agreement (as amended). For the avoidance of doubt, the permanent waivers set forth in Section 2.06 hereof are more comprehensive than, and are intended to replace, the temporary forbearance granted under the Forbearance Agreement (as amended), and no reversion to or reliance upon the terms of the Forbearance Agreement shall be necessary or permitted following the Amendment Effective Date.

ARTICLE VIII — MISCELLANEOUS

Section 8.01 — Governing Law

This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply.

Section 8.02 — Jurisdiction; Venue

(a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, the Amended Credit Agreement, or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court.

(b) Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.02 shall affect the right of any party to serve legal process in any other manner permitted by law.

(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment, the Amended Credit Agreement, or any other Loan Document in any court referred to in clause (a) above, and the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.

(d) The parties acknowledge that the proposed bankruptcy venue for a potential Chapter 11 filing by the Borrower and certain of its affiliates was the United States Bankruptcy Court for the Southern District of Texas (Houston Division); however, as the contemplated Chapter 11 filing has been averted by the c

AMENDMENT NO. 1 TO CREDIT AGREEMENT
Dated as of May 15, 2023
among
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, a société anonyme organized under the laws of the Hellenic Republic, as Borrower,
THALASSA AMERICAS INC., a corporation organized under the laws of the State of Delaware, as U.S. Co-Borrower,
NORDBANK INTERNATIONAL AG, an Aktiengesellschaft organized under the laws of Switzerland, as Administrative Agent and Collateral Agent,
and
THE LENDERS PARTY HERETO
________________________________________
This AMENDMENT NO. 1 TO CREDIT AGREEMENT ("this Amendment") amends that certain Credit Agreement, dated as of June 15, 2019 (as heretofore amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Existing Credit Agreement," and as amended by this Amendment, the "Amended Credit Agreement"), among Thalassa Shipping & Logistics Société Anonyme, as Borrower, Thalassa Americas Inc., as U.S. Co-Borrower, Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders from time to time party thereto.
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RECITALS
A. The Existing Credit Agreement. Reference is made to that certain Credit Agreement, dated as of June 15, 2019 (the "Existing Credit Agreement"), by and among (i) Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic (the "Borrower"), (ii) Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware (the "U.S. Co-Borrower"), as co-borrower with respect to the U.S. Tranche, (iii) Nordbank International AG, an Aktiengesellschaft organized under the laws of Switzerland, as administrative agent and collateral agent (the "Administrative Agent"), and (iv) the lenders from time to time party thereto (the "Lenders"). The Existing Credit Agreement provided for (a) a Term Loan A Facility in an original aggregate principal amount of Four Hundred Million Dollars ($400,000,000), (b) a Revolving Credit Facility in an original aggregate committed amount of Two Hundred Million Dollars ($200,000,000), and (c) a U.S. Tranche Term Loan B Facility in an original aggregate principal amount of Eighty-Five Million Dollars ($85,000,000), for a total aggregate commitment of Six Hundred Eighty-Five Million Dollars ($685,000,000).
B. Outstanding Amounts. As of the date hereof, the aggregate outstanding principal amounts under the Existing Credit Agreement are as follows: (i) Term Loan A: Two Hundred Seventy Million Dollars ($270,000,000), reflecting One Hundred Thirty Million Dollars ($130,000,000) of scheduled amortization payments at Ten Million Dollars ($10,000,000) per quarter over thirteen (13) consecutive fiscal quarters from the third quarter of 2019 through the third quarter of 2022; (ii) Revolving Credit Facility: One Hundred Eighty-Five Million Dollars ($185,000,000) drawn of the Two Hundred Million Dollar ($200,000,000) aggregate commitment; and (iii) Term Loan B (U.S. Tranche): Eighty-Five Million Dollars ($85,000,000), for a total aggregate outstanding principal of Five Hundred Forty Million Dollars ($540,000,000). The interest rate applicable to all Facilities under the Existing Credit Agreement is the Secured Overnight Financing Rate ("SOFR") plus three hundred seventy-five (375) basis points per annum, with a default rate of an additional two hundred (200) basis points per annum applicable during the continuance of an Event of Default.
C. Events of Default and Forbearance. Certain Events of Default have occurred and are continuing under the Existing Credit Agreement, including the following:
(i) a breach of the Minimum Liquidity Covenant (requiring Forty Million Dollars ($40,000,000) in unrestricted cash and Cash Equivalents at all times) occurring on September 15, 2022, when the Borrower's unrestricted cash balance fell to Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), representing a shortfall of Twelve Million Seven Hundred Thousand Dollars ($12,700,000);
(ii) a breach of the Maximum Net Leverage Ratio covenant of 5.50 to 1.00, with the actual Net Leverage Ratio at 7.82 to 1.00 as of September 30, 2022 (calculated as Net Debt of Seven Hundred Seventy Million Nine Hundred Thousand Dollars ($770,900,000) divided by trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000)); and
(iii) a breach of the Minimum Interest Coverage Ratio covenant of 2.50 to 1.00, with the actual Interest Coverage Ratio at 1.74 to 1.00 as of September 30, 2022 (calculated as trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000) divided by trailing twelve-month Interest Expense of Fifty-Six Million Seven Hundred Thousand Dollars ($56,700,000)).
In response to the foregoing Events of Default, the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders entered into that certain Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), pursuant to which the Lenders agreed to forbear from exercising certain of their rights and remedies under the Existing Credit Agreement during the Standstill Period (as defined therein). The Forbearance Agreement was subsequently amended by (x) the First Amendment to Forbearance Agreement dated as of January 8, 2023 (extending the Standstill Period to March 8, 2023) and (y) the Second Amendment to Forbearance Agreement dated as of March 8, 2023 (extending the Standstill Period to April 7, 2023).
D. Restructuring Support Agreement. The Borrower, the U.S. Co-Borrower, the Administrative Agent, the Lenders, and certain other creditors of the Borrower, including Dralvecen Mezzanine Capital LLC, entered into that certain Restructuring Support Agreement dated as of March 14, 2023 (the "RSA"), with an outside date of June 30, 2023 for the consummation of the transactions contemplated thereby. The RSA contemplates, among other things, the amendments to the Existing Credit Agreement set forth in this Amendment, the exchange of certain mezzanine indebtedness for new second-lien obligations and equity, the receipt of new equity capital, and certain related transactions, all as more particularly described therein.
E. The Lender Syndicate. The Lenders party to the Existing Credit Agreement and their respective commitments thereunder are as follows:
F. Required Lender Consent. The Lenders executing this Amendment constitute the "Required Lenders" as defined in Section 1.01 of the Existing Credit Agreement (i.e., Lenders holding more than fifty percent (50%) of the aggregate outstanding principal amount of the Loans and unused Revolving Credit Commitments) and have agreed to amend the Existing Credit Agreement on the terms and conditions set forth herein. The Administrative Agent has confirmed that the requisite lender thresholds under Section 10.02 of the Existing Credit Agreement have been satisfied for each of the amendments, waivers, and consents set forth herein.
G. Concurrent Transactions. Concurrently with the effectiveness of this Amendment, the following transactions are being consummated pursuant to the RSA:
(i) the exchange of One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of mezzanine notes held by Dralvecen Mezzanine Capital LLC for (A) Sixty Million Dollars ($60,000,000) in aggregate principal amount of new second-lien notes due June 2028, bearing interest at 10.0% per annum payable in kind, and (B) equity interests in the Borrower representing fifteen percent (15%) of the outstanding common shares of the Borrower following the consummation of the transactions contemplated by the RSA;
(ii) an equity contribution by KFO Holdings Société Anonyme, an existing shareholder of the Borrower, in the amount of Thirty-Five Million Euros (€35,000,000) (approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000) at an assumed exchange rate of €1.00 = $1.0914), such contribution to be used to fund, among other things, the repayment of drawn amounts under the Revolving Credit Facility in excess of the Reduced Revolving Commitment (as defined herein);
(iii) the amendment and restatement of the Intercreditor Agreement dated as of June 15, 2019, between the Administrative Agent (as first-lien agent) and Dralvecen Mezzanine Capital LLC (as holder of the new second-lien notes), to reflect the new second-lien capital structure; and
(iv) the amendment and restatement of the intercompany promissory note from the U.S. Co-Borrower to the Borrower in the aggregate principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), to extend the maturity thereof and reduce the interest rate payable thereon.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants, agreements, representations, and warranties set forth herein, 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 herein, the following terms shall have the meanings set forth below:
"Amendment" means this Amendment No. 1 to Credit Agreement, dated as of May 15, 2023, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders party hereto.
"Amendment Effective Date" means the date on which all of the conditions precedent set forth in Article V hereof have been satisfied or waived in accordance with the terms hereof, which date is expected to be on or about June 30, 2023.
"Amendment Fee" has the meaning set forth in Section 3.01 hereof.
"Amended Credit Agreement" means the Existing Credit Agreement as amended by this Amendment.
"Borrower" means Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized and existing under the laws of the Hellenic Republic, with its principal office located at 42 Akti Miaouli, Piraeus 18538, Greece, registered with the Athens General Commercial Registry (GEMI), Greek Tax Identification Number (AFM) 998214763.
"Existing Credit Agreement" means that certain Credit Agreement, dated as of June 15, 2019, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders from time to time party thereto, as heretofore amended, restated, supplemented, or otherwise modified prior to the date hereof (but without giving effect to this Amendment).
"Extended Maturity Date" has the meaning set forth in Section 2.01(a) hereof.
"PIK Conversion Amount" has the meaning set forth in Section 2.02(a) hereof.
"Reduced Revolving Commitment" has the meaning set forth in Section 2.03(a) hereof.
"RSA" means the Restructuring Support Agreement, dated as of March 14, 2023, among the Borrower, the U.S. Co-Borrower, the Administrative Agent, the Lenders, Dralvecen Mezzanine Capital LLC, KFO Holdings Société Anonyme, and the other parties thereto, as may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof.
"U.S. Co-Borrower" means Thalassa Americas Inc., a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, Federal Employer Identification Number (EIN) 84-3291057, and its registered agent at Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801.
All other capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Existing Credit Agreement or, where the context so requires, the Amended Credit Agreement. To the extent that a term is defined both in this Amendment and in the Existing Credit Agreement, the definition set forth in this Amendment shall control.
Section 1.02 — Rules of Interpretation
(a) Unless the context otherwise requires, (i) any reference to any agreement (including this Amendment, the Existing Credit Agreement, the Amended Credit Agreement, and any Loan Document) shall be deemed to include all amendments, restatements, supplements, and other modifications thereto from time to time, (ii) the words "hereof," "herein," "hereunder," and words of similar import, when used in this Amendment, shall refer to this Amendment as a whole and not to any particular provision hereof, (iii) references to "Articles," "Sections," "Schedules," and "Annexes" shall be to Articles, Sections, Schedules, and Annexes of this Amendment unless otherwise indicated, and (iv) references to any law, statute, rule, or regulation shall be deemed to include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law, statute, rule, or regulation.
(b) 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 word "including" shall mean "including without limitation." The word "or" shall not be exclusive.
(c) Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment.
(d) From and after the Amendment Effective Date, all references to the "Credit Agreement" in any Loan Document shall be deemed to refer to the Amended Credit Agreement, and all references to the "Maturity Date" shall be deemed to refer to the Extended Maturity Date, in each case unless the context otherwise requires.
ARTICLE II — AMENDMENTS TO THE EXISTING CREDIT AGREEMENT
Effective as of the Amendment Effective Date, and subject to the satisfaction or waiver of each of the conditions precedent set forth in Article V hereof, the Existing Credit Agreement is hereby amended as follows:
Section 2.01 — Maturity Date Extension
(a) Section 2.09 of the Existing Credit Agreement is hereby amended by deleting the reference to "June 15, 2024" appearing therein and replacing it with "June 15, 2027" (the "Extended Maturity Date"). The Extended Maturity Date shall apply with respect to all Facilities under the Amended Credit Agreement, including the Term Loan A Facility, the Revolving Credit Facility, and the Term Loan B (U.S. Tranche) Facility, and all Loans and Commitments thereunder shall mature on the Extended Maturity Date (unless earlier terminated or accelerated in accordance with the terms of the Amended Credit Agreement).
(b) All references to the "Maturity Date" in the Existing Credit Agreement and in each of the related Loan Documents (including, without limitation, the Security Documents, the Guarantee Agreement, the Intercreditor Agreement, and any promissory notes) shall be deemed, from and after the Amendment Effective Date, to refer to the Extended Maturity Date of June 15, 2027, and each such Loan Document is hereby amended accordingly without the need for further action by any party thereto.
(c) For the avoidance of doubt, the extension of the Maturity Date applies to the entire aggregate outstanding principal balance of Five Hundred Forty Million Dollars ($540,000,000) as of the date hereof, comprising (i) Two Hundred Seventy Million Dollars ($270,000,000) of Term Loan A, (ii) One Hundred Eighty-Five Million Dollars ($185,000,000) drawn under the Revolving Credit Facility (subject to the repayment contemplated by Section 2.03(c) hereof), and (iii) Eighty-Five Million Dollars ($85,000,000) of Term Loan B (U.S. Tranche).
Section 2.02 — PIK Conversion of Term Loan A Principal
(a) Effective as of the Amendment Effective Date, Seventy-Five Million Dollars ($75,000,000) of the outstanding principal amount of the Term Loan A (the "PIK Conversion Amount") is hereby converted from cash-pay obligations to payment-in-kind ("PIK") obligations. From and after the Amendment Effective Date, interest accruing on the PIK Conversion Amount shall not be payable in cash on each Interest Payment Date but shall instead be capitalized and added to the outstanding principal balance of the Term Loan A on each Interest Payment Date. Such capitalized interest shall thereafter bear interest at the rate applicable to the Term Loan A under the Amended Credit Agreement.
(b) For the avoidance of doubt, the remaining One Hundred Ninety-Five Million Dollars ($195,000,000) of the outstanding principal amount of the Term Loan A (representing Two Hundred Seventy Million Dollars ($270,000,000) of original outstanding principal minus the Seventy-Five Million Dollars ($75,000,000) PIK Conversion Amount) shall continue to constitute cash-pay obligations, and interest thereon shall continue to be payable in cash on each Interest Payment Date at the rate specified in the Amended Credit Agreement.
(c) The PIK Conversion Amount shall bear interest at the same rate as the remaining cash-pay portion of the Term Loan A, which rate is SOFR plus three hundred seventy-five (375) basis points per annum, with such interest to be capitalized on each quarterly Interest Payment Date and added to the outstanding principal balance of the PIK Conversion Amount. Interest on any amounts so capitalized shall, in turn, accrue at the same rate and shall be capitalized on subsequent Interest Payment Dates.
(d) Notwithstanding any other provision of the Existing Credit Agreement or this Amendment, all quarterly amortization payments of Ten Million Dollars ($10,000,000) on the Term Loan A, as required by Section 2.06(a) of the Existing Credit Agreement, shall continue to be due and payable in cash on each scheduled Amortization Date and shall be applied first to the cash-pay portion of the Term Loan A until such portion is repaid in full, and thereafter to the PIK Conversion Amount. The updated amortization schedule reflecting the foregoing is set forth in Schedule A hereto.
(e) Each Lender's pro rata share of the PIK Conversion Amount shall be determined based on such Lender's pro rata share of the outstanding Term Loan A as of the Amendment Effective Date, and interest capitalized on the PIK Conversion Amount shall be allocated to each Lender in accordance with its pro rata share.
Section 2.03 — Revolving Credit Facility Commitment Reduction
(a) The aggregate Revolving Credit Commitment under Section 2.01(b) of the Existing Credit Agreement is hereby permanently reduced from Two Hundred Million Dollars ($200,000,000) to One Hundred Fifty Million Dollars ($150,000,000) (the "Reduced Revolving Commitment").
(b) Each Lender's individual Revolving Credit Commitment shall be reduced on a pro rata basis, based on such Lender's percentage share of the aggregate Revolving Credit Commitment under the Existing Credit Agreement. The revised Revolving Credit Commitment of each Lender is set forth in Schedule B hereto.
(c) As of the date hereof, One Hundred Eighty-Five Million Dollars ($185,000,000) is drawn and outstanding under the Revolving Credit Facility. No later than the Amendment Effective Date, the Borrower shall repay Thirty-Five Million Dollars ($35,000,000) of the outstanding borrowings under the Revolving Credit Facility to reduce the drawn amount to One Hundred Fifty Million Dollars ($150,000,000) (or such lesser amount as may then be outstanding under the Revolving Credit Facility). Such repayment shall be funded in whole or in part from the proceeds of the equity contribution by KFO Holdings Société Anonyme contemplated by the RSA. The Borrower shall deliver to the Administrative Agent, not less than two (2) Business Days prior to the Amendment Effective Date, a notice of prepayment specifying the amount and source of funds for such repayment.
(d) For the avoidance of doubt, the Fifteen Million Dollars ($15,000,000) of the aggregate Revolving Credit Commitment that was previously undrawn (representing the difference between the original Two Hundred Million Dollar ($200,000,000) commitment and the One Hundred Eighty-Five Million Dollars ($185,000,000) drawn as of the date hereof) is hereby permanently cancelled and shall not be available for future borrowings. The Reduced Revolving Commitment of One Hundred Fifty Million Dollars ($150,000,000) represents the maximum aggregate amount available under the Revolving Credit Facility from and after the Amendment Effective Date.
(e) All references to the "Revolving Credit Commitment" or "Total Revolving Credit Commitments" in the Existing Credit Agreement shall, from and after the Amendment Effective Date, be deemed to refer to the Reduced Revolving Commitment.
Section 2.04 — Financial Covenant Amendments
(a) Maximum Net Leverage Ratio. Section 7.11(a) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
"(a) Maximum Net Leverage Ratio. The Borrower shall not permit the Net Leverage Ratio, calculated as of the last day of each fiscal quarter for the most recently completed four fiscal quarter period (the 'Test Period'), to exceed the following levels for the applicable Test Periods:
For purposes of determining the Net Leverage Ratio, (i) 'Net Debt' shall mean, as of the last day of the applicable Test Period, the aggregate principal amount of all funded Indebtedness of the Borrower and its consolidated Subsidiaries minus unrestricted cash and Cash Equivalents of the Borrower and its consolidated Subsidiaries, and (ii) 'EBITDA' shall be calculated in accordance with Section 1.01 of this Agreement. The foregoing step-down schedule reflects a temporary relaxation of the Maximum Net Leverage Ratio to 7.50 to 1.00 during the transition period through the end of fiscal year 2023, stepping down progressively to the permanent level of 5.50 to 1.00 by the third quarter of fiscal year 2025."
(b) Minimum Liquidity Covenant. Section 7.11(b) of the Existing Credit Agreement is hereby amended by deleting the reference to "Forty Million Dollars ($40,000,000)" appearing therein and replacing it with "Thirty Million Dollars ($30,000,000)." As so amended, the Borrower shall maintain at all times minimum unrestricted cash and Cash Equivalents of not less than Thirty Million Dollars ($30,000,000), measured as of the last Business Day of each week and tested upon delivery of each compliance certificate required under Section 6.02 of the Amended Credit Agreement.
(c) Minimum Interest Coverage Ratio. Section 7.11(c) of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:
"(c) Minimum Interest Coverage Ratio. Compliance by the Borrower with the Minimum Interest Coverage Ratio covenant of 2.50 to 1.00 shall be waived for all Test Periods ending on or before December 31, 2023. Beginning with the Test Period ending March 31, 2024, and for each Test Period ending thereafter, the Borrower shall not permit the Interest Coverage Ratio, calculated as of the last day of such Test Period for the most recently completed four fiscal quarter period, to be less than 2.50 to 1.00. For purposes of this Section, the 'Interest Coverage Ratio' shall be calculated as EBITDA for the applicable Test Period divided by total cash Interest Expense for the applicable Test Period."
(d) The financial covenant step-down schedule described in this Section 2.04 is set forth in summary form in Schedule C hereto.
Section 2.05 — Waiver of Default Interest
(a) All Default Interest (i.e., the additional two hundred (200) basis points per annum that accrued on outstanding Obligations during the continuation of any Event of Default, as provided in Section 2.08(c) of the Existing Credit Agreement) that has accrued under the Existing Credit Agreement from and after September 15, 2022 (the date on which the first Event of Default described in Recital C hereof occurred) through and including the Amendment Effective Date is hereby retroactively waived in full by the Lenders.
(b) Any Default Interest previously accrued and added to the Obligations, whether by capitalization, compounding, or otherwise, shall be reversed and shall not constitute part of the outstanding principal, accrued interest, or other obligations under the Amended Credit Agreement. The Administrative Agent shall, within five (5) Business Days following the Amendment Effective Date, deliver to the Borrower and each Lender a revised statement of outstanding Obligations reflecting the reversal of all Default Interest.
(c) For the avoidance of doubt, the applicable interest rate on all Facilities from and after the Amendment Effective Date shall be SOFR plus three hundred seventy-five (375) basis points per annum (without the additional two hundred (200) basis point default spread), subject to adjustment in accordance with the terms of the Amended Credit Agreement. Nothing in this Section 2.05 shall limit or impair the accrual of Default Interest in the event of any future Event of Default occurring after the Amendment Effective Date.
Section 2.06 — Waiver of Existing Events of Default
(a) Each of the following Events of Default that has occurred and is continuing under the Existing Credit Agreement (collectively, the "Existing Events of Default") is hereby permanently waived, effective as of the Amendment Effective Date:
(i) The breach of the Minimum Liquidity Covenant set forth in Section 7.11(b) of the Existing Credit Agreement, occurring on September 15, 2022, when the Borrower's unrestricted cash and Cash Equivalents totaled Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), which was below the then-required minimum of Forty Million Dollars ($40,000,000), resulting in a shortfall of Twelve Million Seven Hundred Thousand Dollars ($12,700,000);
(ii) The breach of the Maximum Net Leverage Ratio covenant set forth in Section 7.11(a) of the Existing Credit Agreement, occurring as of September 30, 2022, when the actual Net Leverage Ratio was 7.82 to 1.00, which exceeded the then-required maximum of 5.50 to 1.00;
(iii) The breach of the Minimum Interest Coverage Ratio covenant set forth in Section 7.11(c) of the Existing Credit Agreement, occurring as of September 30, 2022, when the actual Interest Coverage Ratio was 1.74 to 1.00, which was below the then-required minimum of 2.50 to 1.00; and
(iv) Any and all other Events of Default arising from, related to, or resulting from the foregoing breaches, including (A) any cross-defaults triggered under Section 8.01(e) of the Existing Credit Agreement by reason of the foregoing Events of Default, (B) any defaults arising under other agreements of the Borrower or its Subsidiaries as a result of such Events of Default, and (C) any Defaults or Events of Default that may have arisen or continued during the Forbearance Period.
(b) The waivers set forth in this Section 2.06 are specific to the Existing Events of Default described above and shall not constitute a waiver of (i) any other provision of the Existing Credit Agreement or the Amended Credit Agreement, (ii) any Default or Event of Default not specifically described herein, or (iii) any future Default or Event of Default, whether or not similar to the Existing Events of Default. The Lenders reserve all rights and remedies available to them under the Amended Credit Agreement, the other Loan Documents, and applicable law with respect to any Default or Event of Default that is not an Existing Event of Default waived hereby.
Section 2.07 — Collateral and Security Provisions
(a) The Collateral securing the Obligations under the Amended Credit Agreement shall remain unchanged from the Collateral described in the Existing Credit Agreement, the Security Documents, and the Mortgage Documents, and shall consist of first-priority liens on and security interests in the following assets (subject only to Permitted Liens):
(i) thirty-eight (38) dry-bulk carriers and twelve (12) container vessels (fifty (50) vessels in total), as more particularly described in Schedule A to the Existing Credit Agreement, including the vessel names, IMO numbers, flag states, and years of build, together with all equipment, machinery, appurtenances, and appurtenant interests thereto;
(ii) the Houston terminal lease held by Thalassa Americas Inc. (the terminal facility located at the Port of Houston, Barbours Cut Terminal, Berths 14-16), including all leasehold interests and improvements thereon;
(iii) all accounts receivable of the Borrower and the U.S. Co-Borrower, whether now existing or hereafter arising, including all charter hire receivables, freight revenues, demurrage claims, and insurance proceeds;
(iv) one hundred percent (100%) of the equity interests in Thalassa Americas Inc., and one hundred percent (100%) of the equity interests in each of the fourteen (14) vessel-owning special purpose vehicles organized under the laws of the Republic of the marshall Islands that are Subsidiaries of the Borrower; and
(v) all proceeds and products of the foregoing.
(b) All references to the fleet of vessels constituting Collateral under the Amended Credit Agreement and the Security Documents shall be read and interpreted to reflect the Borrower's undertaking under that certain Side Letter Agreement regarding Vessel Dispositions, dated as of March 14, 2023 (the "Vessel Disposition Side Letter"), to sell six (6) older dry-bulk carriers (with an average age of approximately eighteen (18) years) for estimated aggregate sale proceeds of approximately Seventy-Two Million Dollars ($72,000,000) within twelve (12) months following the Amendment Effective Date, with net cash proceeds from such sales applied to mandatory prepayment of the Term Loan A in accordance with Section 2.08 hereof.
(c) Upon the release of any vessel pursuant to the vessel disposition program described in the Vessel Disposition Side Letter, the lien and security interest of the Administrative Agent on and in such vessel shall be released by the Administrative Agent in accordance with Section 10.14 of the Amended Credit Agreement, subject to the receipt and application of the net cash sale proceeds in accordance with Section 2.08 hereof. The Administrative Agent shall execute and deliver such instruments of release, mortgage discharge, and similar documents as may be reasonably necessary to effectuate any such release, provided that all applicable conditions to release set forth in the Amended Credit Agreement have been satisfied.
Section 2.08 — Mandatory Prepayment from Vessel Sales
(a) Section 2.11(b) of the Existing Credit Agreement is hereby amended to provide that one hundred percent (100%) of the net cash proceeds from the sale, transfer, or other disposition of any vessel constituting Collateral (after deducting reasonable and documented transaction costs, brokerage commissions, and taxes payable in connection with such sale) shall be applied to mandatory prepayment of the Term Loan A within five (5) Business Days following the receipt of such proceeds by the Borrower or any Subsidiary.
(b) Such mandatory prepayments shall be applied first to the cash-pay portion of the Term Loan A until such portion is repaid in full, and thereafter to the PIK Conversion Amount (including any interest capitalized thereon).
(c) No prepayment premium, make-whole amount, or penalty of any kind shall apply to any mandatory prepayment of the Term Loan A funded from the net cash proceeds of vessel sales. This provision supersedes any prepayment premium provisions of the Existing Credit Agreement to the extent applicable to mandatory prepayments from vessel dispositions.
Section 2.09 — Intercreditor Provisions
(a) The amendments and waivers set forth herein are being made concurrently with, and are conditioned upon, the execution and delivery of that certain Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, by and between the Administrative Agent, in its capacity as first-lien agent on behalf of the Lenders, and Dralvecen Mezzanine Capital LLC, in its capacity as holder of the new second-lien notes in the aggregate principal amount of Sixty Million Dollars ($60,000,000) issued pursuant to the New Second-Lien Note Purchase Agreement dated May 18, 2023.
(b) The payment, lien, and enforcement priorities established in the Amended and Restated Intercreditor Agreement shall govern the relative rights and priorities of (i) the Obligations under the Amended Credit Agreement (as first-lien obligations) and (ii) the obligations under the new second-lien notes (as second-lien obligations), and shall be binding upon the Borrower, the U.S. Co-Borrower, the Lenders, and Dralvecen Mezzanine Capital LLC.
(c) Each Lender, by executing this Amendment, acknowledges and consents to the execution and delivery of the Amended and Restated Intercreditor Agreement and the issuance of the new second-lien notes in the principal amount described above.
Section 2.10 — CUSIP Reference
The Senior Secured Credit Agreement Term Loan A CUSIP number remains 87265BAA7. The Administrative Agent shall update the facility records and any notices to trading platforms and clearing systems to reflect the amendments effected by this Amendment, provided that such CUSIP number shall continue to reference the Term Loan A Facility as amended hereby.
ARTICLE III — AMENDMENT FEE
Section 3.01 — Amendment Fee
(a) In consideration for the agreement of the Lenders to enter into this Amendment and to effect the amendments, waivers, and consents set forth herein, the Borrower shall pay to the Administrative Agent, for the ratable benefit of each Lender that executes and delivers a counterpart of this Amendment on or before the Amendment Effective Date, an amendment fee (the "Amendment Fee") equal to one percent (1.00%) of the aggregate outstanding principal amount of such Lender's Loans (including such Lender's pro rata share of the Term Loan A, the Revolving Credit Facility, and the Term Loan B, as applicable) as of the date hereof.
(b) Based on the aggregate outstanding principal amount of all Loans of Five Hundred Forty Million Dollars ($540,000,000) as of the date hereof, the aggregate Amendment Fee payable to all Lenders is Five Million Four Hundred Thousand Dollars ($5,400,000).
(c) The Amendment Fee shall be paid in kind by capitalizing such fee to the outstanding principal balance of each applicable Lender's Loans, on a pro rata basis, on the Amendment Effective Date. For the avoidance of doubt, no cash payment of the Amendment Fee is required, and the capitalization of the Amendment Fee shall increase the aggregate outstanding principal balance of the Loans under the Amended Credit Agreement by Five Million Four Hundred Thousand Dollars ($5,400,000).
(d) The Amendment Fee shall be allocated among the Term Loan A, the Revolving Credit Facility, and the Term Loan B on a pro rata basis based on the respective outstanding principal balances of each Facility as of the date hereof. The allocation of the Amendment Fee by Lender and by Facility is set forth in Schedule D hereto.
(e) The Amendment Fee shall be fully earned on the Amendment Effective Date and shall not be refundable under any circumstances.
ARTICLE IV — REPRESENTATIONS AND WARRANTIES
Section 4.01 — Representations and Warranties of the Borrower
Each of the Borrower and the U.S. Co-Borrower hereby represents and warrants to the Administrative Agent and each Lender, as of the date hereof and as of the Amendment Effective Date, as follows:
(a) Organization and Good Standing. The Borrower is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic. The U.S. Co-Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Each of the Borrower and the U.S. Co-Borrower is duly qualified and authorized to do business and is in good standing in each jurisdiction where the nature of its business or properties requires such qualification, except where the failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.
(b) Power and Authority. Each of the Borrower and the U.S. Co-Borrower has the corporate power and authority to execute, deliver, and perform its respective obligations under this Amendment, the Amended Credit Agreement, and each other Loan Document to which it is a party, and to consummate the transactions contemplated hereby and thereby.
(c) Due Authorization. The execution, delivery, and performance by each of the Borrower and the U.S. Co-Borrower of this Amendment and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Borrower, including approval by the board of directors of Thalassa Shipping & Logistics Société Anonyme by resolution adopted at a duly convened meeting held on May 2, 2023, and on the part of the U.S. Co-Borrower, including approval by the board of directors of Thalassa Americas Inc. by unanimous written consent dated May 4, 2023. No further corporate approval, authorization, or consent is required in connection herewith.
(d) No Conflicts. The execution, delivery, and performance by each of the Borrower and the U.S. Co-Borrower of this Amendment does not and will not (i) violate or conflict with the organizational documents (including the articles of association, bylaws, certificate of incorporation, or similar governing instruments) of the Borrower or the U.S. Co-Borrower, (ii) violate, conflict with, or result in a default under any material agreement, instrument, or obligation to which the Borrower or the U.S. Co-Borrower is a party or by which any of their respective properties are bound, or (iii) violate any applicable law, rule, regulation, order, judgment, writ, injunction, or decree of any Governmental Authority having jurisdiction over the Borrower or the U.S. Co-Borrower or their respective properties.
(e) Enforceability. This Amendment constitutes, and the Amended Credit Agreement will constitute, the legal, valid, and binding obligation of each of the Borrower and the U.S. Co-Borrower, enforceable against each of them in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
(f) No Default. After giving effect to this Amendment and the other transactions contemplated by the RSA (including, without limitation, the equity contribution by KFO Holdings Société Anonyme, the mezzanine exchange, and the repayment of drawn amounts under the Revolving Credit Facility), no Event of Default or Default exists or is continuing under the Amended Credit Agreement.
(g) Solvency. After giving effect to the transactions contemplated by the RSA, including the equity contribution by KFO Holdings Société Anonyme of approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000), the repayment of Thirty-Five Million Dollars ($35,000,000) of drawn amounts under the Revolving Credit Facility, and the exchange of the mezzanine notes, each of the Borrower and the U.S. Co-Borrower is Solvent (as defined in Section 1.01 of the Existing Credit Agreement). Without limiting the foregoing, (i) the fair value of the assets of the Borrower and its consolidated Subsidiaries, on a consolidated basis, exceeds the aggregate amount of their liabilities (including contingent liabilities), (ii) the present fair saleable value of the assets of the Borrower and its consolidated Subsidiaries, on a consolidated basis, is greater than the amount that will be required to pay the probable liability on their existing debts as such debts become absolute and matured, and (iii) the Borrower and its consolidated Subsidiaries are able to pay their debts and liabilities (including contingent liabilities and other commitments) as they mature in the ordinary course of business.
(h) Collateral. The liens and security interests in favor of the Administrative Agent in the Collateral described in the Security Documents continue to be valid, perfected (to the extent perfection is required under applicable law), and enforceable against the Borrower and its Subsidiaries, with the priority established in the applicable Security Documents and the Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, subject only to Permitted Liens and the rights of the second-lien holder as set forth in such Amended and Restated Intercreditor Agreement.
(i) Financial Statements. The audited consolidated financial statements of the Borrower for the fiscal year ended December 31, 2022, and the unaudited consolidated financial statements of the Borrower for the fiscal quarter ended March 31, 2023, each as most recently delivered to the Administrative Agent, were prepared in accordance with International Financial Reporting Standards ("IFRS") applied on a consistent basis throughout the periods involved and fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower and its consolidated Subsidiaries as of the dates and for the periods indicated. Since the date of such financial statements, there has been no event, condition, circumstance, or change that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect, other than the events and conditions giving rise to the Existing Events of Default waived pursuant to Section 2.06 hereof and the matters publicly disclosed in the Borrower's annual report and related filings.
(j) Fleet. The fleet of fifty (50) vessels (thirty-eight (38) dry-bulk carriers and twelve (12) container vessels) constituting Collateral under the Security Documents was appraised by Drakos Maritime Valuations Ltd., an independent ship valuation firm, at an aggregate fair market value of Six Hundred Twenty-Three Million Dollars ($623,000,000) as of November 1, 2022. The breakdown of such valuation by vessel class is as follows:
To the knowledge of the Borrower, there has been no material impairment or loss affecting any vessel since the date of such appraisal, other than normal wear and tear and operating conditions.
Section 4.02 — Representations and Warranties of the Administrative Agent
The Administrative Agent represents and warrants to the Borrower, the U.S. Co-Borrower, and the Lenders that it has been duly authorized, by all necessary corporate and internal action, to execute and deliver this Amendment and to take the actions contemplated herein on behalf of itself and in its capacity as Administrative Agent and Collateral Agent under the Existing Credit Agreement and the Amended Credit Agreement.
ARTICLE V — CONDITIONS PRECEDENT TO EFFECTIVENESS
Section 5.01 — Conditions to Amendment Effective Date
The effectiveness of this Amendment and the amendments, waivers, and consents set forth herein is subject to the prior satisfaction (or waiver by the Administrative Agent at the direction of the Required Lenders) of each of the following conditions precedent:
(a) Execution and Delivery. The Administrative Agent shall have received duly executed counterparts of this Amendment from the Borrower, the U.S. Co-Borrower, the Administrative Agent, and Lenders constituting the Required Lenders (as defined in Section 1.01 of the Existing Credit Agreement, i.e., Lenders holding more than fifty percent (50%) of the aggregate outstanding Loans and unused Revolving Credit Commitments). Each such counterpart shall be an original or a facsimile or .pdf copy of an original, and shall have been executed by a duly authorized officer of the applicable party.
(b) RSA in Full Force and Effect. The Restructuring Support Agreement, dated as of March 14, 2023, shall be in full force and effect, and no termination event or event that, with the giving of notice or lapse of time or both, would constitute a termination event shall have occurred and be continuing thereunder. The Administrative Agent shall have received a certificate from the Borrower confirming the foregoing.
(c) KFO Equity Contribution. KFO Holdings Société Anonyme shall have irrevocably funded the equity contribution of Thirty-Five Million Euros (€35,000,000) (approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000) at an exchange rate of €1.00 = $1.0914) to the Borrower in immediately available funds, and the Administrative Agent shall have received evidence satisfactory to it (including wire transfer confirmation and a certificate from the Borrower) confirming receipt of such funds.
(d) Mezzanine Exchange. The exchange of One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of existing mezzanine notes held by Dralvecen Mezzanine Capital LLC for (i) Sixty Million Dollars ($60,000,000) in aggregate principal amount of new second-lien notes due June 2028, bearing interest at 10.0% per annum payable in kind, and (ii) equity interests representing fifteen percent (15%) of the outstanding common shares of the Borrower, shall have been consummated in full pursuant to the New Second-Lien Note Purchase Agreement, dated as of May 18, 2023, and the Administrative Agent shall have received evidence of such consummation in form and substance satisfactory to it.
(e) Amended and Restated Intercreditor Agreement. The Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, between the Administrative Agent (as first-lien agent on behalf of the Lenders) and Dralvecen Mezzanine Capital LLC (as second-lien holder), shall have been duly executed and delivered by each party thereto, and the Administrative Agent shall have received a fully executed copy thereof.
(f) Intercompany Note Amendment. The Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023, from Thalassa Americas Inc. to the Borrower in the aggregate principal amount of Seventy-Six Million Four Hundred Thousand Dollars ($76,400,000), amending the maturity thereof from December 2025 to December 2028 and reducing the interest rate thereon from 5.0% to 2.0% per annum, shall have been duly executed and delivered by Thalassa Americas Inc. and the Borrower, and the Administrative Agent shall have received a fully executed copy thereof.
(g) Unsecured Notes Cure. The missed interest payment of Two Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500) under the 8.25% Senior Unsecured Notes due 2025, issued by the Borrower (the December 1, 2022 scheduled interest payment), shall have been paid in full to Garrison Trust Company, as indenture trustee, and the Consent and Waiver Letter, dated as of March 20, 2023, executed by holders of not less than a majority in aggregate principal amount of such notes, shall remain in full force and effect. The Administrative Agent shall have received evidence satisfactory to it confirming payment of such missed interest payment and the continued effectiveness of such Consent and Waiver Letter.
(h) Legal Opinions. The Administrative Agent shall have received the following legal opinions, each dated as of the Amendment Effective Date and addressed to the Administrative Agent and the Lenders, in form and substance reasonably satisfactory to the Administrative Agent and its counsel:
(i) the legal opinion of Calderwood & Harkness LLP, counsel to the U.S. Co-Borrower, regarding the due authorization, execution, delivery, and enforceability of this Amendment and the other Loan Documents executed by Thalassa Americas Inc. in connection herewith;
(ii) the legal opinion of Calderwood & Harkness LLP regarding the absence of conflicts with, and violations of, any organizational document, applicable law, or material agreement to which Thalassa Americas Inc. is a party; and
(iii) such opinions of local counsel in the Hellenic Republic and such other jurisdictions as the Administrative Agent may reasonably request, including with respect to the validity and enforceability of the vessel mortgages, the perfection of security interests in the Collateral located in such jurisdictions, and the continued validity of the corporate authorizations of the Borrower.
(i) Officer's Certificate. The Administrative Agent shall have received the Officer's Certificate of Marcus Hale, President of Thalassa Americas Inc., dated as of the Amendment Effective Date, certifying (i) the satisfaction of each of the conditions precedent set forth in this Section 5.01, (ii) the absence of any Default or Event of Default under the Amended Credit Agreement after giving effect to this Amendment and the other RSA transactions, and (iii) the accuracy and completeness of the representations and warranties set forth in Article IV hereof as of the Amendment Effective Date.
(j) Solvency Certificate. The Administrative Agent shall have received the Solvency Certificate of Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., dated as of the Amendment Effective Date, certifying the solvency of each of the Borrower and the U.S. Co-Borrower after giving effect to the transactions contemplated by this Amendment and the RSA, substantially in the form required by Section 4.01(g) of the Existing Credit Agreement.
(k) Secretary's Certificate. The Administrative Agent shall have received the Secretary's Certificate of Thalassa Americas Inc., dated as of the Amendment Effective Date, attaching certified copies of (i) the Certificate of Incorporation of Thalassa Americas Inc. as filed with the Secretary of State of the State of Delaware, together with all amendments thereto, (ii) the Bylaws of Thalassa Americas Inc. as currently in effect, and (iii) the resolutions of the board of directors of Thalassa Americas Inc. authorizing the execution, delivery, and performance of this Amendment and the transactions contemplated hereby, together with a certification of the incumbency and specimen signatures of the officers of Thalassa Americas Inc. authorized to execute this Amendment and the related documents.
(l) No Material Adverse Effect. Since September 30, 2022, no event, condition, circumstance, development, or change shall have occurred that, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect (as defined in the Existing Credit Agreement), other than (i) the Existing Events of Default waived pursuant to Section 2.06 hereof and the matters giving rise thereto, (ii) the decline in charter rates and freight rates experienced by the Borrower and the shipping industry generally during the period from the third quarter of 2022 through the first quarter of 2023, and (iii) the matters disclosed to the Administrative Agent and the Lenders in the financial projections and business plan delivered in connection with the RSA.
(m) Payment of Amendment Fee. The Amendment Fee of Five Million Four Hundred Thousand Dollars ($5,400,000) shall have been capitalized to the outstanding Loans in accordance with Section 3.01 hereof, and the Administrative Agent shall have confirmed such capitalization in its loan administration records.
(n) Payment of Professional Fees. All accrued and unpaid fees and expenses of (i) Brackoven & Partners LLP, as counsel to the Administrative Agent, (ii) Draycott Advisory Group LLC, as financial advisor to the Ad Hoc Group of Lenders, and (iii) any other professionals retained by the Administrative Agent or the Ad Hoc Group in connection with the restructuring, shall have been paid in full in immediately available funds by the Borrower.
(o) No Litigation. No action, suit, investigation, or proceeding shall be pending or, to the knowledge of the Borrower, threatened before any court, arbitral tribunal, or governmental body that (i) could reasonably be expected to have a Material Adverse Effect, or (ii) seeks to restrain, enjoin, or otherwise prohibit the consummation of the transactions contemplated by this Amendment, the RSA, or any of the other documents and agreements contemplated hereby.
(p) Vessel Disposition Side Letter. The Side Letter Agreement regarding the disposition of six (6) dry-bulk carriers, dated as of March 14, 2023, between the Borrower, the Administrative Agent, and the Required Lenders, shall remain in full force and effect, and no breach or termination event shall have occurred thereunder. The Borrower shall have confirmed that it has engaged Adriatic Group as exclusive broker for the vessel disposition program and that marketing of the six designated vessels has commenced.
(q) Insurance. The Borrower shall have delivered to the Administrative Agent evidence, in form and substance satisfactory to the Administrative Agent, of the maintenance of all insurance policies required under Section 6.07 of the Existing Credit Agreement, including (i) hull and machinery insurance covering all fifty (50) vessels in the fleet, (ii) protection and indemnity insurance through the applicable P&I club, (iii) war risk insurance, and (iv) directors' and officers' liability insurance with Promontory Indemnity Insurance Co. under Policy No. PII-DO-2022-08847, with an aggregate limit of Twenty-Five Million Dollars ($25,000,000), arranged through Seaward & Beckett Insurance Brokers Ltd. All such policies shall name the Administrative Agent as loss payee, additional insured, or mortgagee, as applicable.
ARTICLE VI — REAFFIRMATION AND RATIFICATION
Section 6.01 — Reaffirmation of Loan Documents
Except as expressly amended, waived, or modified by this Amendment, each of the Existing Credit Agreement and all other Loan Documents (including, without limitation, the Security Documents, the Guarantee Agreement, the Mortgage Documents, and the fee letters) shall remain in full force and effect and are hereby ratified, confirmed, and reaffirmed in all respects. Nothing contained herein shall be construed to release, impair, or otherwise affect any right, power, or remedy of the Administrative Agent or the Lenders under any Loan Document, except to the extent expressly set forth herein. All references to the "Credit Agreement" in any Loan Document shall, from and after the Amendment Effective Date, be deemed to refer to the Amended Credit Agreement.
Section 6.02 — Reaffirmation of Security Interests
Each of the Borrower and the U.S. Co-Borrower hereby ratifies, confirms, and reaffirms the grant of security interests and liens in the Collateral under the Security Documents, including the vessel mortgages, the general security agreements, the pledge agreements, and the accounts receivable assignments, and confirms that such security interests and liens (a) continue to secure all Obligations under the Amended Credit Agreement (as increased by the capitalization of the Amendment Fee), (b) are valid, subsisting, and enforceable, (c) have the priority established in the applicable Security Documents and the Amended and Restated Intercreditor Agreement, subject only to Permitted Liens, and (d) have not been released, subordinated, or otherwise impaired. Each of the Borrower and the U.S. Co-Borrower agrees to take, at its own expense, such further actions and to execute and deliver such additional documents as the Administrative Agent may reasonably request to evidence or perfect such security interests and liens.
Section 6.03 — Reaffirmation of Guarantees
Each guarantor party to the Guarantee Agreement dated as of June 15, 2019, including each vessel-owning special purpose vehicle that is a Subsidiary of the Borrower and a guarantor thereunder, hereby ratifies, confirms, and reaffirms its guarantee obligations set forth in such Guarantee Agreement and confirms that such guarantee obligations extend to and cover all Obligations under the Amended Credit Agreement, including the Obligations as increased by the capitalization of the Amendment Fee and any PIK interest accruing on the PIK Conversion Amount. By their execution of this Amendment (or a Reaffirmation Agreement attached hereto as a supplement to this Amendment), each such guarantor confirms that its guarantee obligations remain in full force and effect and are not released, impaired, or otherwise affected by this Amendment or the transactions contemplated hereby.
ARTICLE VII — FORBEARANCE TERMINATION
Section 7.01 — Termination of Forbearance Agreement
(a) Effective upon the Amendment Effective Date, the Forbearance Agreement, dated as of October 10, 2022 (as amended by the First Amendment to Forbearance Agreement, dated as of January 8, 2023, and the Second Amendment to Forbearance Agreement, dated as of March 8, 2023), by and among the Borrower, the U.S. Co-Borrower, the Administrative Agent, and the Lenders, is hereby terminated in its entirety and shall be of no further force or effect. All rights, obligations, and provisions of the Forbearance Agreement (as amended) shall cease to have any force or effect from and after the Amendment Effective Date, and no party shall have any further rights or obligations thereunder.
(b) The waivers of the Existing Events of Default granted in Section 2.06 hereof shall, from and after the Amendment Effective Date, supersede and replace in their entirety the forbearance arrangements set forth in the Forbearance Agreement (as amended). For the avoidance of doubt, the permanent waivers set forth in Section 2.06 hereof are more comprehensive than, and are intended to replace, the temporary forbearance granted under the Forbearance Agreement (as amended), and no reversion to or reliance upon the terms of the Forbearance Agreement shall be necessary or permitted following the Amendment Effective Date.
ARTICLE VIII — MISCELLANEOUS
Section 8.01 — Governing Law
This Amendment and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction, other than Sections 5-1401 and 5-1402 of the New York General Obligations Law, which shall apply.
Section 8.02 — Jurisdiction; Venue
(a) Each party hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and (ii) the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Amendment, the Amended Credit Agreement, or any other Loan Document, or for recognition or enforcement of any judgment, and each party hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such United States federal court.
(b) Each party hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Section 8.02 shall affect the right of any party to serve legal process in any other manner permitted by law.
(c) Each party hereto irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Amendment, the Amended Credit Agreement, or any other Loan Document in any court referred to in clause (a) above, and the defense of an inconvenient forum to the maintenance of any such action or proceeding in any such court.
(d) The parties acknowledge that the proposed bankruptcy venue for a potential Chapter 11 filing by the Borrower and certain of its affiliates was the United States Bankruptcy Court for the Southern District of Texas (Houston Division); however, as the contemplated Chapter 11 filing has been averted by the c

AMENDMENT NO. 1 TO CREDIT AGREEMENT

THE LENDERS PARTY HERETO

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Record

Parties

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