[sheet: Cover]

Field	Value
Document Title	Closing Checklist — RSA Transactions
Matter	Thalassa Shipping & Logistics SA / Thalassa Americas Inc.
Matter Number	1044-00003
Prepared By	Amy Chesterton, Lead Associate; Nathan Ikeda, Associate
Firm	Calderwood & Harkness LLP
Date Prepared	June 28, 2023
Closing Date	June 30, 2023
RSA Execution Date	March 14, 2023
RSA Outside Date	June 30, 2023
Reviewed By	Nathaniel Bower, Responsible Partner
Client Contacts	Georgios Andreadis (CEO, TSL); Marcus Hale (President, TAI); Irini Dalakoura (CFO, TSL); Diana Restrepo (VP Finance, TAI)
Firm Address	780 Third Avenue, New York, NY 10017
Classification	Attorney-Client Privileged / Work Product

[sheet: 1 - Senior Secured Amendment]

Item No.	Description	Document / Action	Parties	Responsible Party	Target Delivery Date	Actual Delivery Date	Status	Notes
1.01	Execution of Amendment No. 1 to Senior Secured Credit Agreement dated June 15, 2019	Amendment No. 1 to Senior Secured Credit Agreement	TSL (Borrower), TAI (Co-Borrower, U.S. Tranche), Nordbank International AG (Administrative Agent & Collateral Agent), and all Consenting Senior Secured Lenders	C&H / Nordbank	June 30, 2023	May 15, 2023	Complete	Extends maturity from June 15, 2024 to June 15, 2027; $75M TLA principal converted to PIK; Revolver commitment reduced from $200M to $150M
1.02	Financial covenant resets incorporated in Amendment No. 1	Amendment No. 1 — Covenant Reset Schedule	Same as 1.01	C&H	May 15, 2023	May 15, 2023	Complete	Max Net Leverage reset to 7.00x stepping down to 5.50x by Q4 2025; Minimum Liquidity reduced to $30M (from $40M); Interest Coverage Ratio waived through Q4 2023
1.03	Amendment fee confirmation — 1.00% of $540M outstanding = $5.4M payable in kind	Amendment Fee Side Letter / Confirmation within Amendment No. 1	TSL, TAI, Nordbank (as Agent)	C&H / KHP	June 30, 2023	May 15, 2023	Complete	Fee of $5,400,000 capitalized as PIK; no cash movement at closing
1.04	Retroactive waiver of default interest (SOFR + 575 bps) accrued since covenant breach	Waiver provision in Amendment No. 1	Nordbank (as Agent), Lender Syndicate	C&H / WCB	June 30, 2023	May 15, 2023	Complete	Default rate of +200 bps over contractual SOFR + 375 bps waived retroactively from September 15, 2022
1.05	Lender consents — Required Lenders threshold met (majority in principal amount)	Individual lender consent signatures to Amendment No. 1	All 9 syndicate lenders: Nordbank ($137M), Aegean Capital Bank ($110M), Harborstone Bank ($95M), Pacifica Trade Finance ($82M), Continental Maritime Lending ($72M), Triton Credit Partners ($68M), Laurentian Shipping Fund II ($55M), Caspian Asset Management ($40M), Pelagos Institutional Credit Fund ($26M)	C&H / WCB / Nordbank	June 28, 2023	June 27, 2023	Complete	Total facility commitment $685M; all 9 lenders consented; outstanding balance $540M (TLA $270M + Revolver $185M + TLB $85M)
1.06	Confirmation of revolver reduction mechanics — commitment reduced from $200M to $150M	Schedule to Amendment No. 1	TSL, TAI, Nordbank	C&H	June 30, 2023	May 15, 2023	Complete	Drawn amount as of Sept. 30, 2022 was $185M; to be addressed through paydown schedule
1.07	PIK conversion mechanics — $75M of TLA principal reclassified to PIK	Annex to Amendment No. 1	TSL, TAI, Nordbank	C&H / KHP	June 30, 2023	May 15, 2023	Complete	Reduces quarterly cash amortization on $75M portion; TLA original $400M, outstanding $270M after 13 quarterly payments of $10M
1.08	Side Letter Agreement: Vessel Disposition Undertaking (6 older dry-bulk carriers)	Vessel Disposition Side Letter dated March 14, 2023	TSL, Nordbank (as Agent)	C&H	March 14, 2023	March 14, 2023	Complete	TSL to sell 6 vessels (avg. age 18 yrs) within 12 months for est. aggregate proceeds of $72M; net proceeds to prepay TLA; minimum price floors apply
1.09	Confirmation of collateral package — first-priority liens on 38 dry-bulk carriers, 12 container vessels, Houston terminal lease, all accounts receivable, equity interests in TAI and 14 vessel-owning SPVs	Officer's confirmation / no change in collateral	TSL, TAI	C&H	June 30, 2023	June 30, 2023	Complete	Fleet appraised at $623M by Drakos Maritime Valuations Ltd. as of November 1, 2022 (down from $891M in January 2022)
1.10	Updated SOFR benchmark provisions — transition from LIBOR to Term SOFR + CSA incorporated into Amendment No. 1	SOFR Transition Provisions within Amendment No. 1	TSL, TAI, Nordbank (as Agent), Lender Syndicate	C&H / WCB	May 15, 2023	May 15, 2023	Complete	Term SOFR + 26.161 bps CSA for 3-month tenor; consistent with ARRC recommended spread adjustments
1.11	Delivery of updated Compliance Certificate pro forma reflecting post-Amendment covenant levels	Pro Forma Compliance Certificate	TSL (Irini Dalakoura, CFO)	KHP / C&H	June 30, 2023	June 29, 2023	Complete	Pro forma Net Leverage 6.72x (vs. 7.00x new maximum); Minimum Liquidity $42M (vs. $30M minimum); Interest Coverage Ratio waived through Q4 2023
1.12	Confirmation of no Material Adverse Effect since December 31, 2022	Officer's Certificate / bring-down representation	TSL (Georgios Andreadis, CEO), TAI (Marcus Hale, President)	C&H	June 30, 2023	June 30, 2023	Complete	MAE definition per Section 1.01 of Credit Agreement; no material litigation, environmental or regulatory events since December 31, 2022

[sheet: 2 - Mezzanine Exchange]

Item No.	Description	Document / Action	Parties	Responsible Party	Target Delivery Date	Actual Delivery Date	Status	Notes
2.01	Execution of New Second-Lien Note Purchase Agreement	New Second-Lien Note Purchase Agreement	TSL (Issuer), Dralvecen Mezzanine Capital LLC (Purchaser/Exchanging Holder)	C&H / K&F (Theodore Kellner)	June 30, 2023	May 18, 2023	Complete	Exchange of $112.3M mezzanine notes for $60M new second-lien notes; 46.6% haircut on debt component = ($112.3M – $60M) / $112.3M
2.02	Execution of New Second-Lien Notes Indenture	New Second-Lien Notes Indenture	TSL (Issuer), Garrison Trust Company (Indenture Trustee)	C&H / K&F	June 30, 2023	May 18, 2023	Complete	$60M new second-lien notes; 10.0% PIK; maturity June 2028; Garrison Trust at 100 Wall Street, 16th Floor, New York, NY 10005
2.03	Surrender and cancellation of existing $112.3M mezzanine notes (original $100M + $12.3M PIK capitalized)	Cancellation letter / surrendered note certificates	BMC (Rebecca Marsh, Senior Partner)	K&F / C&H	June 30, 2023	June 30, 2023	Complete	Original mezzanine notes dated June 15, 2019; 11.5% PIK toggle; all PIK since Q2 2022; second-priority lien on same collateral as senior facility
2.04	Issuance of 15% equity in TSL to BMC	Share certificates / equity issuance documentation	TSL, BMC	C&H / V&D (Alexandros Vassiliou)	June 30, 2023	June 30, 2023	Complete	Post-issuance equity: Kostandinos family diluted from 80% to 68% (80% × 85%); non-family holders from 20% to 17% (20% × 85%); BMC receives 15%
2.05	Lock-Up Agreement — BMC agrees not to transfer mezzanine notes or new equity during RSA implementation	Lock-Up Agreement dated March 14, 2023	TSL, BMC (Rebecca Marsh)	C&H / K&F	March 14, 2023	March 14, 2023	Complete	Remains in effect through closing
2.06	BMC confirmation of receipt and acceptance of new second-lien notes and equity	Acknowledgment letter from BMC	BMC	K&F	June 30, 2023	June 30, 2023	Complete
2.07	Registration of new second-lien notes with Garrison Trust Company as indenture trustee	Registration instructions / DTC eligibility confirmation	TSL, Garrison Trust Company	C&H / K&F	June 30, 2023	June 30, 2023	Complete	New notes issued in book-entry form; held through DTC; CUSIP to be assigned post-closing
2.08	Confirmation of release of existing mezzanine security interests upon cancellation of old notes	UCC-3 termination statements / release letters	TSL, BMC, Nordbank (as Collateral Agent)	C&H / K&F	June 30, 2023	June 30, 2023	Complete	Old mezzanine security interests released; replaced by new second-lien security interests under A&R Intercreditor Agreement

[sheet: 3 - KFO Equity Contribution]

Item No.	Description	Document / Action	Parties	Responsible Party	Target Delivery Date	Actual Delivery Date	Status	Notes
3.01	Execution of Equity Subscription Agreement — KFO Holdings SA	Equity Subscription Agreement	TSL, KFO Holdings SA (Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman)	C&H / V&D	June 30, 2023	May 22, 2023	Complete	KFO subscribes for new equity in TSL in the amount of €35,000,000 (~$38,200,000 at €1 = $1.0914 exchange rate as of March 14, 2023)
3.02	Wire transfer of €35M equity contribution from KFO to TSL designated account	Wire confirmation	KFO Holdings SA	KFO / Irini Dalakoura (CFO, TSL)	June 30, 2023	June 30, 2023	Complete	Proceeds used for liquidity and transaction costs; KFO and TSL share same address: 42 Akti Miaouli, Piraeus 18538, Greece
3.03	Greek regulatory filings / Athens General Commercial Registry filings for equity issuance	Filing confirmations	TSL	V&D (Alexandros Vassiliou)	June 30, 2023	June 29, 2023	Complete	Confirmed no filing triggers Greek insolvency obligations under Law 4738/2020
3.04	Representations and warranties from KFO re source of funds and authority	Within Equity Subscription Agreement	KFO	V&D / C&H	May 22, 2023	May 22, 2023	Complete	KFO is a Greek SA; family holding company; Dimitrios 62% + Elena 18% = 80% pre-RSA family equity
3.05	Board resolution of TSL authorizing issuance of new equity to KFO and BMC	TSL Board Resolutions	TSL Board (Dimitrios Kostandinos, Elena Kostandinos-Pavlou, Georgios Andreadis)	V&D / Stavros Papageorgiou (General Counsel, Greece)	June 28, 2023	June 27, 2023	Complete	Authorizes both the KFO subscription and the 15% equity issuance to BMC
3.06	Anti-money laundering / KYC documentation for KFO equity subscription	KYC package submitted to Nordbank	KFO Holdings SA	V&D / Nordbank Compliance	June 15, 2023	June 12, 2023	Complete	Nordbank compliance cleared KFO; no sanctions or PEP flags; beneficial ownership confirmed

[sheet: 4 - Intercompany Note Amendment]

Item No.	Description	Document / Action	Parties	Responsible Party	Target Delivery Date	Actual Delivery Date	Status	Notes
4.01	Execution of Amended and Restated Intercompany Promissory Note	Amended and Restated Intercompany Promissory Note	Thalassa Americas Inc. (Maker), Thalassa Shipping & Logistics SA (Holder)	C&H	June 30, 2023	May 25, 2023	Complete	$76,400,000 subordinated intercompany note; maturity extended to December 2028; interest rate reduced from 5.0% to 2.0%
4.02	Confirmation of subordination to all senior and second-lien indebtedness	Subordination provisions within A&R Intercompany Note	TAI, TSL	C&H	May 25, 2023	May 25, 2023	Complete	Note remains subordinate to $540M senior secured and $60M new second-lien notes
4.03	TAI board resolution authorizing execution of A&R Intercompany Note	TAI Board Resolution	TAI (Marcus Hale, President)	C&H	June 28, 2023	June 25, 2023	Complete	TAI is a Delaware C-Corporation; registered agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
4.04	Confirmation from Nordbank (as Agent) that intercompany note amendment is consistent with Amendment No. 1 covenants	Agent confirmation letter	Nordbank (Henrik Lüdemann)	WCB / C&H	June 30, 2023	June 28, 2023	Complete
4.05	Transfer pricing analysis confirming arm's-length terms of amended intercompany note	Transfer pricing memorandum	TSL, TAI	C&H (Sylvia Hartwell) / KHP	June 30, 2023	June 20, 2023	Complete	2.0% interest rate benchmarked against comparable intercompany lending arrangements; documented for IRS and Greek tax authority purposes

[sheet: 5 - Intercreditor Amendment]

Item No.	Description	Document / Action	Parties	Responsible Party	Target Delivery Date	Actual Delivery Date	Status	Notes
5.01	Execution of Amended and Restated Intercreditor Agreement	Amended and Restated Intercreditor Agreement	Nordbank International AG (First-Lien Agent), Dralvecen Mezzanine Capital LLC (Second-Lien Holder of new $60M notes)	C&H / K&F / WCB	June 30, 2023	May 15, 2023	Complete	Amends and restates original Intercreditor Agreement dated June 15, 2019; reflects mezzanine exchange and new second-lien notes structure
5.02	Confirmation that A&R Intercreditor Agreement is referenced in New Second-Lien Notes Indenture	Cross-reference check	C&H	C&H (Nathan Ikeda)	May 18, 2023	May 18, 2023	Complete	Indenture covenants and events of default reference intercreditor provisions
5.03	Acknowledgment by Garrison Trust Company (as indenture trustee under new second-lien indenture) of intercreditor terms	Trustee acknowledgment	Garrison Trust Company	C&H / K&F	June 30, 2023	June 28, 2023	Complete	Garrison Trust at 100 Wall Street, 16th Floor, New York, NY 10005
5.04	Confirmation that A&R Intercreditor Agreement is referenced in Amendment No. 1 to Senior Secured Credit Agreement	Cross-reference check	C&H	C&H (Amy Chesterton)	May 15, 2023	May 15, 2023	Complete	Amendment No. 1 Section 6.02 references intercreditor terms; confirmed consistent with A&R Intercreditor Agreement

[sheet: Cover]
Field | Value
Document Title | Closing Checklist — RSA Transactions
Matter | Thalassa Shipping & Logistics SA / Thalassa Americas Inc.
Matter Number | 1044-00003
Prepared By | Amy Chesterton, Lead Associate; Nathan Ikeda, Associate
Firm | Calderwood & Harkness LLP
Date Prepared | June 28, 2023
Closing Date | June 30, 2023
RSA Execution Date | March 14, 2023
RSA Outside Date | June 30, 2023
Reviewed By | Nathaniel Bower, Responsible Partner
Client Contacts | Georgios Andreadis (CEO, TSL); Marcus Hale (President, TAI); Irini Dalakoura (CFO, TSL); Diana Restrepo (VP Finance, TAI)
Firm Address | 780 Third Avenue, New York, NY 10017
Classification | Attorney-Client Privileged / Work Product
[sheet: 1 - Senior Secured Amendment]
Item No. | Description | Document / Action | Parties | Responsible Party | Target Delivery Date | Actual Delivery Date | Status | Notes
1.01 | Execution of Amendment No. 1 to Senior Secured Credit Agreement dated June 15, 2019 | Amendment No. 1 to Senior Secured Credit Agreement | TSL (Borrower), TAI (Co-Borrower, U.S. Tranche), Nordbank International AG (Administrative Agent & Collateral Agent), and all Consenting Senior Secured Lenders | C&H / Nordbank | June 30, 2023 | May 15, 2023 | Complete | Extends maturity from June 15, 2024 to June 15, 2027; $75M TLA principal converted to PIK; Revolver commitment reduced from $200M to $150M
1.02 | Financial covenant resets incorporated in Amendment No. 1 | Amendment No. 1 — Covenant Reset Schedule | Same as 1.01 | C&H | May 15, 2023 | May 15, 2023 | Complete | Max Net Leverage reset to 7.00x stepping down to 5.50x by Q4 2025; Minimum Liquidity reduced to $30M (from $40M); Interest Coverage Ratio waived through Q4 2023
1.03 | Amendment fee confirmation — 1.00% of $540M outstanding = $5.4M payable in kind | Amendment Fee Side Letter / Confirmation within Amendment No. 1 | TSL, TAI, Nordbank (as Agent) | C&H / KHP | June 30, 2023 | May 15, 2023 | Complete | Fee of $5,400,000 capitalized as PIK; no cash movement at closing
1.04 | Retroactive waiver of default interest (SOFR + 575 bps) accrued since covenant breach | Waiver provision in Amendment No. 1 | Nordbank (as Agent), Lender Syndicate | C&H / WCB | June 30, 2023 | May 15, 2023 | Complete | Default rate of +200 bps over contractual SOFR + 375 bps waived retroactively from September 15, 2022
1.05 | Lender consents — Required Lenders threshold met (majority in principal amount) | Individual lender consent signatures to Amendment No. 1 | All 9 syndicate lenders: Nordbank ($137M), Aegean Capital Bank ($110M), Harborstone Bank ($95M), Pacifica Trade Finance ($82M), Continental Maritime Lending ($72M), Triton Credit Partners ($68M), Laurentian Shipping Fund II ($55M), Caspian Asset Management ($40M), Pelagos Institutional Credit Fund ($26M) | C&H / WCB / Nordbank | June 28, 2023 | June 27, 2023 | Complete | Total facility commitment $685M; all 9 lenders consented; outstanding balance $540M (TLA $270M + Revolver $185M + TLB $85M)
1.06 | Confirmation of revolver reduction mechanics — commitment reduced from $200M to $150M | Schedule to Amendment No. 1 | TSL, TAI, Nordbank | C&H | June 30, 2023 | May 15, 2023 | Complete | Drawn amount as of Sept. 30, 2022 was $185M; to be addressed through paydown schedule
1.07 | PIK conversion mechanics — $75M of TLA principal reclassified to PIK | Annex to Amendment No. 1 | TSL, TAI, Nordbank | C&H / KHP | June 30, 2023 | May 15, 2023 | Complete | Reduces quarterly cash amortization on $75M portion; TLA original $400M, outstanding $270M after 13 quarterly payments of $10M
1.08 | Side Letter Agreement: Vessel Disposition Undertaking (6 older dry-bulk carriers) | Vessel Disposition Side Letter dated March 14, 2023 | TSL, Nordbank (as Agent) | C&H | March 14, 2023 | March 14, 2023 | Complete | TSL to sell 6 vessels (avg. age 18 yrs) within 12 months for est. aggregate proceeds of $72M; net proceeds to prepay TLA; minimum price floors apply
1.09 | Confirmation of collateral package — first-priority liens on 38 dry-bulk carriers, 12 container vessels, Houston terminal lease, all accounts receivable, equity interests in TAI and 14 vessel-owning SPVs | Officer's confirmation / no change in collateral | TSL, TAI | C&H | June 30, 2023 | June 30, 2023 | Complete | Fleet appraised at $623M by Drakos Maritime Valuations Ltd. as of November 1, 2022 (down from $891M in January 2022)
1.10 | Updated SOFR benchmark provisions — transition from LIBOR to Term SOFR + CSA incorporated into Amendment No. 1 | SOFR Transition Provisions within Amendment No. 1 | TSL, TAI, Nordbank (as Agent), Lender Syndicate | C&H / WCB | May 15, 2023 | May 15, 2023 | Complete | Term SOFR + 26.161 bps CSA for 3-month tenor; consistent with ARRC recommended spread adjustments
1.11 | Delivery of updated Compliance Certificate pro forma reflecting post-Amendment covenant levels | Pro Forma Compliance Certificate | TSL (Irini Dalakoura, CFO) | KHP / C&H | June 30, 2023 | June 29, 2023 | Complete | Pro forma Net Leverage 6.72x (vs. 7.00x new maximum); Minimum Liquidity $42M (vs. $30M minimum); Interest Coverage Ratio waived through Q4 2023
1.12 | Confirmation of no Material Adverse Effect since December 31, 2022 | Officer's Certificate / bring-down representation | TSL (Georgios Andreadis, CEO), TAI (Marcus Hale, President) | C&H | June 30, 2023 | June 30, 2023 | Complete | MAE definition per Section 1.01 of Credit Agreement; no material litigation, environmental or regulatory events since December 31, 2022
[sheet: 2 - Mezzanine Exchange]
Item No. | Description | Document / Action | Parties | Responsible Party | Target Delivery Date | Actual Delivery Date | Status | Notes
2.01 | Execution of New Second-Lien Note Purchase Agreement | New Second-Lien Note Purchase Agreement | TSL (Issuer), Dralvecen Mezzanine Capital LLC (Purchaser/Exchanging Holder) | C&H / K&F (Theodore Kellner) | June 30, 2023 | May 18, 2023 | Complete | Exchange of $112.3M mezzanine notes for $60M new second-lien notes; 46.6% haircut on debt component = ($112.3M – $60M) / $112.3M
2.02 | Execution of New Second-Lien Notes Indenture | New Second-Lien Notes Indenture | TSL (Issuer), Garrison Trust Company (Indenture Trustee) | C&H / K&F | June 30, 2023 | May 18, 2023 | Complete | $60M new second-lien notes; 10.0% PIK; maturity June 2028; Garrison Trust at 100 Wall Street, 16th Floor, New York, NY 10005
2.03 | Surrender and cancellation of existing $112.3M mezzanine notes (original $100M + $12.3M PIK capitalized) | Cancellation letter / surrendered note certificates | BMC (Rebecca Marsh, Senior Partner) | K&F / C&H | June 30, 2023 | June 30, 2023 | Complete | Original mezzanine notes dated June 15, 2019; 11.5% PIK toggle; all PIK since Q2 2022; second-priority lien on same collateral as senior facility
2.04 | Issuance of 15% equity in TSL to BMC | Share certificates / equity issuance documentation | TSL, BMC | C&H / V&D (Alexandros Vassiliou) | June 30, 2023 | June 30, 2023 | Complete | Post-issuance equity: Kostandinos family diluted from 80% to 68% (80% × 85%); non-family holders from 20% to 17% (20% × 85%); BMC receives 15%
2.05 | Lock-Up Agreement — BMC agrees not to transfer mezzanine notes or new equity during RSA implementation | Lock-Up Agreement dated March 14, 2023 | TSL, BMC (Rebecca Marsh) | C&H / K&F | March 14, 2023 | March 14, 2023 | Complete | Remains in effect through closing
2.06 | BMC confirmation of receipt and acceptance of new second-lien notes and equity | Acknowledgment letter from BMC | BMC | K&F | June 30, 2023 | June 30, 2023 | Complete
2.07 | Registration of new second-lien notes with Garrison Trust Company as indenture trustee | Registration instructions / DTC eligibility confirmation | TSL, Garrison Trust Company | C&H / K&F | June 30, 2023 | June 30, 2023 | Complete | New notes issued in book-entry form; held through DTC; CUSIP to be assigned post-closing
2.08 | Confirmation of release of existing mezzanine security interests upon cancellation of old notes | UCC-3 termination statements / release letters | TSL, BMC, Nordbank (as Collateral Agent) | C&H / K&F | June 30, 2023 | June 30, 2023 | Complete | Old mezzanine security interests released; replaced by new second-lien security interests under A&R Intercreditor Agreement
[sheet: 3 - KFO Equity Contribution]
Item No. | Description | Document / Action | Parties | Responsible Party | Target Delivery Date | Actual Delivery Date | Status | Notes
3.01 | Execution of Equity Subscription Agreement — KFO Holdings SA | Equity Subscription Agreement | TSL, KFO Holdings SA (Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman) | C&H / V&D | June 30, 2023 | May 22, 2023 | Complete | KFO subscribes for new equity in TSL in the amount of €35,000,000 (~$38,200,000 at €1 = $1.0914 exchange rate as of March 14, 2023)
3.02 | Wire transfer of €35M equity contribution from KFO to TSL designated account | Wire confirmation | KFO Holdings SA | KFO / Irini Dalakoura (CFO, TSL) | June 30, 2023 | June 30, 2023 | Complete | Proceeds used for liquidity and transaction costs; KFO and TSL share same address: 42 Akti Miaouli, Piraeus 18538, Greece
3.03 | Greek regulatory filings / Athens General Commercial Registry filings for equity issuance | Filing confirmations | TSL | V&D (Alexandros Vassiliou) | June 30, 2023 | June 29, 2023 | Complete | Confirmed no filing triggers Greek insolvency obligations under Law 4738/2020
3.04 | Representations and warranties from KFO re source of funds and authority | Within Equity Subscription Agreement | KFO | V&D / C&H | May 22, 2023 | May 22, 2023 | Complete | KFO is a Greek SA; family holding company; Dimitrios 62% + Elena 18% = 80% pre-RSA family equity
3.05 | Board resolution of TSL authorizing issuance of new equity to KFO and BMC | TSL Board Resolutions | TSL Board (Dimitrios Kostandinos, Elena Kostandinos-Pavlou, Georgios Andreadis) | V&D / Stavros Papageorgiou (General Counsel, Greece) | June 28, 2023 | June 27, 2023 | Complete | Authorizes both the KFO subscription and the 15% equity issuance to BMC
3.06 | Anti-money laundering / KYC documentation for KFO equity subscription | KYC package submitted to Nordbank | KFO Holdings SA | V&D / Nordbank Compliance | June 15, 2023 | June 12, 2023 | Complete | Nordbank compliance cleared KFO; no sanctions or PEP flags; beneficial ownership confirmed
[sheet: 4 - Intercompany Note Amendment]
Item No. | Description | Document / Action | Parties | Responsible Party | Target Delivery Date | Actual Delivery Date | Status | Notes
4.01 | Execution of Amended and Restated Intercompany Promissory Note | Amended and Restated Intercompany Promissory Note | Thalassa Americas Inc. (Maker), Thalassa Shipping & Logistics SA (Holder) | C&H | June 30, 2023 | May 25, 2023 | Complete | $76,400,000 subordinated intercompany note; maturity extended to December 2028; interest rate reduced from 5.0% to 2.0%
4.02 | Confirmation of subordination to all senior and second-lien indebtedness | Subordination provisions within A&R Intercompany Note | TAI, TSL | C&H | May 25, 2023 | May 25, 2023 | Complete | Note remains subordinate to $540M senior secured and $60M new second-lien notes
4.03 | TAI board resolution authorizing execution of A&R Intercompany Note | TAI Board Resolution | TAI (Marcus Hale, President) | C&H | June 28, 2023 | June 25, 2023 | Complete | TAI is a Delaware C-Corporation; registered agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, DE 19801
4.04 | Confirmation from Nordbank (as Agent) that intercompany note amendment is consistent with Amendment No. 1 covenants | Agent confirmation letter | Nordbank (Henrik Lüdemann) | WCB / C&H | June 30, 2023 | June 28, 2023 | Complete
4.05 | Transfer pricing analysis confirming arm's-length terms of amended intercompany note | Transfer pricing memorandum | TSL, TAI | C&H (Sylvia Hartwell) / KHP | June 30, 2023 | June 20, 2023 | Complete | 2.0% interest rate benchmarked against comparable intercompany lending arrangements; documented for IRS and Greek tax authority purposes
[sheet: 5 - Intercreditor Amendment]
Item No. | Description | Document / Action | Parties | Responsible Party | Target Delivery Date | Actual Delivery Date | Status | Notes
5.01 | Execution of Amended and Restated Intercreditor Agreement | Amended and Restated Intercreditor Agreement | Nordbank International AG (First-Lien Agent), Dralvecen Mezzanine Capital LLC (Second-Lien Holder of new $60M notes) | C&H / K&F / WCB | June 30, 2023 | May 15, 2023 | Complete | Amends and restates original Intercreditor Agreement dated June 15, 2019; reflects mezzanine exchange and new second-lien notes structure
5.02 | Confirmation that A&R Intercreditor Agreement is referenced in New Second-Lien Notes Indenture | Cross-reference check | C&H | C&H (Nathan Ikeda) | May 18, 2023 | May 18, 2023 | Complete | Indenture covenants and events of default reference intercreditor provisions
5.03 | Acknowledgment by Garrison Trust Company (as indenture trustee under new second-lien indenture) of intercreditor terms | Trustee acknowledgment | Garrison Trust Company | C&H / K&F | June 30, 2023 | June 28, 2023 | Complete | Garrison Trust at 100 Wall Street, 16th Floor, New York, NY 10005
5.04 | Confirmation that A&R Intercreditor Agreement is referenced in Amendment No. 1 to Senior Secured Credit Agreement | Cross-reference check | C&H | C&H (Amy Chesterton) | May 15, 2023 | May 15, 2023 | Complete | Amendment No. 1 Section 6.02 references intercreditor terms; confirmed consistent with A&R Intercreditor Agreement

[sheet: Cover]

Record

Parties

Dates

Amounts