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FIRST AMENDMENT TO FORBEARANCE AGREEMENT

Dated as of January 8, 2023

Among

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, as Borrower,

THALASSA AMERICAS INC., as Co-Borrower,

and

NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent, on behalf of itself and the Lenders

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this "Amendment"), dated as of January 8, 2023, is entered into among Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL" or the "Borrower"), Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware ("TAI" or the "Co-Borrower," and together with TSL, the "Loan Parties"), and Nordbank International AG, an Aktiengesellschaft organized under the laws of Switzerland, in its capacity as Administrative Agent and Collateral Agent (in such capacities, the "Agent") for itself and on behalf of the Lenders (as defined below) party to the Credit Agreement (as defined below).

This Amendment amends that certain Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), among the Loan Parties and the Agent, acting on behalf of the Lenders.

RECITALS

WHEREAS:

A. The Credit Agreement. The Loan Parties and the Agent are parties to that certain Senior Secured Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), among TSL, as Borrower, TAI, as Co-Borrower (with respect to the U.S. Tranche), Nordbank International AG, as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto (the "Lenders"). The Credit Agreement provides for aggregate commitments in the amount of Six Hundred Eighty-Five Million Dollars ($685,000,000), consisting of: (i) a Four Hundred Million Dollar ($400,000,000) Term Loan A facility (the "Term Loan A"), (ii) a Two Hundred Million Dollar ($200,000,000) revolving credit facility (the "Revolving Credit Facility"), and (iii) an Eighty-Five Million Dollar ($85,000,000) U.S. Tranche term loan facility (the "Term Loan B" and, together with the Term Loan A and the Revolving Credit Facility, the "Facilities"). Loans outstanding under the Credit Agreement bear interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points, subject to the imposition of a default rate of an additional 200 basis points upon the occurrence and during the continuance of an Event of Default. The stated maturity date of the Facilities is June 15, 2024. As of September 30, 2022, the aggregate principal amount of Loans outstanding under the Credit Agreement was Five Hundred Forty Million Dollars ($540,000,000), comprised of: (x) Two Hundred Seventy Million Dollars ($270,000,000) under the Term Loan A, (y) One Hundred Eighty-Five Million Dollars ($185,000,000) under the Revolving Credit Facility, and (z) Eighty-Five Million Dollars ($85,000,000) under the Term Loan B.

B. The Specified Events of Default. The Loan Parties have acknowledged that certain Events of Default (collectively, the "Specified Events of Default") have occurred and are continuing under the Credit Agreement, specifically:

(i) A breach of the Minimum Liquidity Covenant set forth in Section 7.11(a) of the Credit Agreement, which occurred on September 15, 2022, when the Loan Parties' unrestricted cash and cash equivalents declined to Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), an amount that was Twelve Million Seven Hundred Thousand Dollars ($12,700,000) below the required minimum threshold of Forty Million Dollars ($40,000,000);

(ii) A breach of the Maximum Net Leverage Ratio covenant set forth in Section 7.11(b) of the Credit Agreement, as measured for the fiscal quarter ended September 30, 2022, with an actual Net Leverage Ratio of 7.82x (calculated as Net Debt of $770,900,000 divided by the Loan Parties' trailing twelve-month EBITDA of $98,600,000), which exceeded the maximum permitted ratio of 5.50x; and

(iii) A breach of the Minimum Interest Coverage Ratio covenant set forth in Section 7.11(c) of the Credit Agreement, as measured for the fiscal quarter ended September 30, 2022, with an actual Interest Coverage Ratio of 1.74x (calculated as trailing twelve-month EBITDA of $98,600,000 divided by trailing twelve-month Interest Expense of $56,700,000), which was below the required minimum ratio of 2.50x.

C. The Original Forbearance Agreement. Pursuant to the Forbearance Agreement, dated as of October 10, 2022, the Agent, acting on behalf of and at the direction of the Required Lenders, agreed to forbear from exercising any and all rights and remedies available to the Agent and the Lenders under the Credit Agreement, the Collateral Documents, and applicable law with respect to the Specified Events of Default for a period of ninety (90) days (the "Initial Standstill Period"), commencing on October 10, 2022 and expiring on January 8, 2023. The Forbearance Agreement was entered into prior to the engagement of Calderwood & Harkness LLP as restructuring counsel to the Loan Parties.

D. Request for Extension. The Loan Parties have requested that the Agent and the Lenders extend the Standstill Period beyond January 8, 2023, in order to allow the Loan Parties additional time to negotiate and finalize a comprehensive out-of-court restructuring with all creditor constituencies. In connection with the foregoing, the Loan Parties have engaged Kensington Veltrian Partners LLC ("KHP") as financial advisor and Calderwood & Harkness LLP as legal counsel. Restructuring negotiations are ongoing with, among others: (a) the ad hoc group of senior secured lenders (the "Ad Hoc Group"), which is represented by Whitfield, Crane & Burgess LLP, as legal counsel, and Draycott Advisory Group LLC, as financial advisor; (b) Dralvecen Mezzanine Capital LLC (the holder of the mezzanine notes), which is represented by Kellner & Foss LLP; and (c) the informal group of holders of the $50,000,000 aggregate principal amount of 8.25% Senior Unsecured Notes due 2025 (the "Unsecured Notes"), which is represented by Ashford, Brightmoor Group & McKay PC.

E. Agreement to Extend. The Agent, acting on behalf of and at the direction of the Required Lenders, has agreed to extend the Standstill Period from January 8, 2023 to March 8, 2023, subject to the terms and conditions set forth in this Amendment, including updated milestones and additional deliverables required of the Loan Parties.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained 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

Section 1.1 Defined Terms. As used in this Amendment, the following terms shall have the meanings set forth below:

"Amendment" means this First Amendment to Forbearance Agreement, dated as of January 8, 2023, among the Loan Parties and the Agent, as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Extended Standstill Period" means the period from and including January 8, 2023 through and including March 8, 2023 (a period of fifty-nine (59) days).

"Milestone Dates" has the meaning assigned thereto in Section 3.1 of this Amendment.

"Restructuring Term Sheet" means a written term sheet, in form and substance reasonably acceptable to the Required Lenders, setting forth the material terms of a proposed comprehensive restructuring of the Loan Parties' obligations under the Credit Agreement, the mezzanine notes held by Dralvecen Mezzanine Capital LLC (the "Mezzanine Notes"), the Unsecured Notes, and related instruments, to be delivered by the Loan Parties to the Agent and the Ad Hoc Group no later than the Term Sheet Delivery Date.

"Specified Events of Default" has the meaning assigned thereto in the Forbearance Agreement, as recited in Recital B of this Amendment.

"Standstill Period" means, as amended by this Amendment, the period from and including October 10, 2022 through and including March 8, 2023, consisting of the Initial Standstill Period (from October 10, 2022 through January 8, 2023) as extended by the Extended Standstill Period (from January 8, 2023 through March 8, 2023).

"Term Sheet Delivery Date" means February 15, 2023.

All other capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, in the Credit Agreement, as applicable. In the event of any conflict between the definitions set forth in this Amendment and the definitions set forth in the Forbearance Agreement, the definitions set forth in this Amendment shall control.

Section 1.2 Interpretation. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment mutatis mutandis. Without limiting the foregoing: (a) the headings and captions in this Amendment are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of this Amendment; (b) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Amendment as a whole and not to any particular provision of this Amendment; (c) references to any Article, Section, Exhibit, or Schedule are references to the Articles, Sections, Exhibits, and Schedules of this Amendment unless otherwise indicated; (d) words in the singular include the plural and vice versa; (e) the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (f) references to any agreement, document, or instrument shall be deemed to include references to such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time.

ARTICLE II

AMENDMENTS TO THE FORBEARANCE AGREEMENT

Section 2.1 Extension of Standstill Period.

(a) The definition of "Standstill Period" as set forth in the Forbearance Agreement is hereby amended and restated in its entirety to read as follows:

"Standstill Period" means the period from and including October 10, 2022 through and including March 8, 2023.

(b) All references in the Forbearance Agreement to "January 8, 2023" as the expiration date of the Standstill Period, or as the date upon which the forbearance set forth in the Forbearance Agreement is scheduled to terminate, are hereby deleted and replaced with references to "March 8, 2023."

(c) For the avoidance of doubt, the extension of the Standstill Period contemplated by this Section 2.1 shall be deemed effective as of 11:59 p.m. (Eastern Time) on January 8, 2023, such that there shall be no gap or interruption in the forbearance between the expiration of the Initial Standstill Period and the commencement of the Extended Standstill Period.

Section 2.2 Updated Milestones. The milestones set forth in Section 5.1 of the Forbearance Agreement (and any related schedules or annexes thereto) are hereby deleted in their entirety and replaced with the milestones set forth in Section 3.1 of this Amendment. All references in the Forbearance Agreement to milestones, milestone dates, or conditions related thereto shall be deemed to refer to the milestones and milestone dates set forth in Section 3.1 of this Amendment.

Section 2.3 Additional Deliverables. The Forbearance Agreement is hereby amended to add the additional deliverables set forth in Section 3.2 of this Amendment. The Loan Parties' obligations with respect to such additional deliverables shall be deemed covenants of the Loan Parties under the Forbearance Agreement, as amended by this Amendment, and the failure to satisfy such obligations (subject to any applicable cure period set forth herein) shall constitute a Termination Event as set forth in Article VI of this Amendment.

Section 2.4 Continuation of Forbearance.

(a) Subject to the terms and conditions of the Forbearance Agreement as amended by this Amendment, including the conditions precedent set forth in Article V hereof and the termination events set forth in Article VI hereof, the Agent and the Lenders hereby agree to continue to forbear from exercising any and all rights and remedies available to the Agent and the Lenders under the Credit Agreement, the Collateral Documents (as defined in the Credit Agreement), and applicable law with respect to the Specified Events of Default during the Extended Standstill Period. During the Extended Standstill Period, the Agent shall not, and shall instruct the Lenders not to, (i) accelerate the maturity of any of the Loans or other obligations outstanding under the Credit Agreement on account of the Specified Events of Default, (ii) commence any foreclosure or enforcement proceedings against the Collateral on account of the Specified Events of Default, or (iii) deliver any notice of default or acceleration to the Loan Parties on account of the Specified Events of Default.

(b) For the avoidance of doubt, the forbearance set forth in the Forbearance Agreement as amended hereby is limited in scope and does not extend to:

(i) any Events of Default under the Credit Agreement other than the Specified Events of Default;

(ii) any new or additional Events of Default that may occur after the date hereof, whether arising under the same or different provisions of the Credit Agreement; or

(iii) the accrual of default interest at the contractual default rate on all outstanding obligations during the Standstill Period (the "Default Interest Reservation"). Specifically, default interest shall continue to accrue at a rate per annum equal to SOFR plus 575 basis points (i.e., the contractual rate of SOFR plus 375 basis points, plus the default rate premium of 200 basis points) on all outstanding Loans and other obligations under the Credit Agreement from and after September 15, 2022 (the date of the first Specified Event of Default) through the end of the Standstill Period. The Loan Parties acknowledge and agree that default interest is accruing and shall be payable in accordance with the terms of the Credit Agreement.

ARTICLE III

MILESTONES AND DELIVERABLES

Section 3.1 Milestone Dates. The Loan Parties covenant and agree that they shall satisfy each of the following milestones (each, a "Milestone" and the dates set forth below, the "Milestone Dates") by the dates indicated:

(a) February 15, 2023 (Term Sheet Delivery Date). On or before February 15, 2023, the Loan Parties shall deliver to the Agent and the Ad Hoc Group (through Whitfield, Crane & Burgess LLP and Draycott Advisory Group LLC) a completed Restructuring Term Sheet. The Restructuring Term Sheet shall be in form and substance reasonably acceptable to the Required Lenders and shall set forth the proposed terms of a comprehensive restructuring of the Loan Parties' indebtedness, including, at a minimum, the following:

(i) proposed modifications to the maturity date, amortization schedule, and financial covenants under the Credit Agreement, including any proposed changes to the Maximum Net Leverage Ratio, the Minimum Interest Coverage Ratio, and the Minimum Liquidity Covenant;

(ii) proposed treatment of the One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of mezzanine notes held by Dralvecen Mezzanine Capital LLC (including any proposed subordination, equitization, exchange, or modification thereof);

(iii) proposed treatment of the Fifty Million Dollars ($50,000,000) in aggregate principal amount of 8.25% Senior Unsecured Notes due 2025, including any proposed exchange, tender offer, or equitization;

(iv) any proposed new equity contributions from existing shareholders, third-party investors, or other sources, including the quantum and form of such contributions; and

(v) any proposed asset dispositions, including the identification of specific vessels or other assets to be sold and estimated net proceeds thereof.

(b) March 1, 2023. On or before March 1, 2023, the Loan Parties shall have engaged in at least two (2) in-person or virtual negotiation sessions with the Ad Hoc Group (through Whitfield, Crane & Burgess LLP and Draycott Advisory Group LLC) and the mezzanine lender, Dralvecen Mezzanine Capital LLC (through Kellner & Foss LLP), regarding the Restructuring Term Sheet. The Loan Parties shall provide the Agent with written confirmation (which may be in the form of electronic mail from Calderwood & Harkness LLP to Whitfield, Crane & Burgess LLP, with a copy to the Agent) that such negotiation sessions have occurred, including the dates, attendees, and a summary of the matters discussed.

(c) March 8, 2023 (Standstill Period Expiration). By no later than March 8, 2023, one of the following shall have occurred:

(i) a Restructuring Support Agreement (or, at a minimum, a definitive term sheet with respect thereto containing binding obligations of the signatories thereto to support such restructuring) shall have been executed by the Loan Parties and the holders of at least a majority in principal amount of the Loans outstanding under the Credit Agreement; or

(ii) the Loan Parties shall have submitted to the Agent a written request for a further extension of the Standstill Period, on terms and conditions acceptable to the Required Lenders in their sole discretion, and such further extension shall have been agreed to in writing by the Agent on behalf of the Required Lenders,

failing which, in either case, the forbearance shall terminate automatically in accordance with Section 6.1 of this Amendment, without the requirement of any notice, demand, or other action by the Agent or any Lender.

Section 3.2 Additional Deliverables. In addition to the milestones set forth in Section 3.1, the Loan Parties covenant and agree to deliver the following additional information and documents to the Agent:

(a) Initial Deliverables (Due January 17, 2023). Within five (5) business days of the date hereof (i.e., no later than January 17, 2023), the Loan Parties shall deliver to the Agent:

(i) an updated thirteen (13)-week cash flow forecast (the "13-Week Cash Flow Forecast"), prepared by KHP (under the supervision of James Calloway, Managing Director), in the form and containing the information described in Exhibit A attached hereto, which forecast shall include, among other things, projected weekly cash receipts and disbursements for the thirteen-week period commencing on the week of January 9, 2023;

(ii) a summary of the Loan Parties' current liquidity position as of the most recent practicable date (and, in any event, not earlier than January 6, 2023), including: (A) unrestricted cash balances (in the aggregate and by currency denomination); (B) restricted cash balances; (C) outstanding borrowings and availability under the Revolving Credit Facility, noting that One Hundred Eighty-Five Million Dollars ($185,000,000) of the Two Hundred Million Dollar ($200,000,000) commitment under the Revolving Credit Facility is currently drawn, leaving Fifteen Million Dollars ($15,000,000) of undrawn availability (subject to any borrowing base or other limitations); and (D) a reconciliation of the Loan Parties' current liquidity position to the Minimum Liquidity Covenant threshold of Forty Million Dollars ($40,000,000);

(iii) a true and complete copy of the engagement letter between TSL and Calderwood & Harkness LLP, dated October 25, 2022, together with any amendments or supplements thereto; and

(iv) a true and complete copy of the engagement letter between TSL and Kensington Veltrian Partners LLC, together with any amendments or supplements thereto.

(b) Fleet Appraisal (Due February 1, 2023). On or before February 1, 2023, the Loan Parties shall deliver to the Agent a true and complete copy of the fleet appraisal prepared by Drakos Maritime Valuations Ltd. dated November 1, 2022 (the "Drakos Appraisal"), which appraisal values the Loan Parties' fleet at an aggregate fair market value of Six Hundred Twenty-Three Million Dollars ($623,000,000). For the avoidance of doubt, the delivery of the Drakos Appraisal shall not constitute an acknowledgment by the Agent or any Lender of the accuracy or completeness of the valuations set forth therein.

(c) Bi-Weekly Status Updates. The Loan Parties shall provide bi-weekly written updates (on every other Friday, commencing on January 20, 2023) to the Agent regarding the status of restructuring negotiations. Each bi-weekly update shall include, at a minimum: (i) a summary of discussions with each creditor constituency (including the Ad Hoc Group, Dralvecen Mezzanine Capital LLC, and the holders of the Unsecured Notes); (ii) the identification of any material issues or impediments to reaching agreement on a comprehensive restructuring; (iii) a description of the next steps contemplated by the Loan Parties and their advisors; and (iv) any material changes to the Loan Parties' projected cash flow or liquidity position since the most recent 13-Week Cash Flow Forecast.

(d) Material Adverse Change Notification. The Loan Parties shall promptly (and in any event within two (2) business days of obtaining knowledge thereof) notify the Agent in writing of any material adverse change in the Loan Parties' financial condition, business, or operations, including, without limitation: (i) the loss of any charter or contract representing annualized revenue in excess of Five Million Dollars ($5,000,000); (ii) any casualty, arrest, detention, or constructive total loss of any vessel in the fleet; (iii) any litigation, arbitration, or regulatory action commenced against any Loan Party involving an amount in controversy in excess of Two Million Five Hundred Thousand Dollars ($2,500,000); (iv) any acceleration or enforcement action by any other creditor of the Loan Parties; and (v) any default or event of default under the Mezzanine Notes, the Unsecured Notes, or any other material indebtedness.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Reaffirmation of Representations. Each Loan Party hereby represents and warrants to the Agent and each Lender that all representations and warranties set forth in Article III of the Forbearance Agreement are true and correct in all material respects as of the date of this Amendment (or, if any such representation or warranty is qualified by materiality, Material Adverse Effect, or a similar qualification, such representation or warranty is true and correct in all respects), except to the extent that such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if so qualified, in all respects) as of such earlier date.

Section 4.2 No Other Defaults. Each Loan Party hereby represents and warrants that, as of the date hereof and after giving effect to this Amendment, no Events of Default (other than the Specified Events of Default and the default described in Section 4.5 hereof) have occurred and are continuing under the Credit Agreement, the Collateral Documents, or any other Loan Document (as defined in the Credit Agreement). Without limiting the foregoing, each Loan Party represents and warrants that it is in compliance with all covenants, terms, and conditions of the Credit Agreement applicable to it, other than those covenants the breach of which has given rise to the Specified Events of Default.

Section 4.3 Authorization. Each Loan Party hereby represents and warrants that it has taken all necessary corporate, organizational, and other action required to authorize the execution, delivery, and performance of this Amendment by such Loan Party, and that this Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid, and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity. Without limiting the foregoing:

(a) With respect to TSL, the execution, delivery, and performance of this Amendment has been authorized by a resolution of the board of directors of TSL, adopted at a duly convened meeting of the board on January 6, 2023, at which the following directors were present and voting: Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman; Georgios Andreadis, Chief Executive Officer; Stavros Papadimitriou, Independent Director; and Irene Vlachos, Independent Director.

(b) With respect to TAI, the execution, delivery, and performance of this Amendment has been authorized by a resolution of the board of directors of TAI, adopted by unanimous written consent dated January 7, 2023, signed by Marcus Hale, President, and each of the other members of the TAI board of directors.

Section 4.4 No Material Adverse Change. Each Loan Party hereby represents and warrants that, since September 30, 2022 (the date of the most recent quarterly financial statements delivered to the Agent pursuant to the Credit Agreement), there has been no event, circumstance, development, or change that has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Credit Agreement) on the Loan Parties, taken as a whole, other than: (a) the Specified Events of Default, which have been previously disclosed to the Agent and are the subject of the Forbearance Agreement; and (b) the decline in charter rates and fleet values previously disclosed to the Agent and acknowledged by the parties, including, without limitation, the decline in aggregate fleet valuation from Eight Hundred Ninety-One Million Dollars ($891,000,000) as of January 2022 (per the Drakos Maritime Valuations Ltd. appraisal dated January 15, 2022) to Six Hundred Twenty-Three Million Dollars ($623,000,000) as of November 1, 2022 (per the Drakos Appraisal), representing a decline of approximately 30.1% over such ten-month period.

Section 4.5 Unsecured Notes Default. Each Loan Party hereby discloses and represents as follows: On December 1, 2022, the Loan Parties failed to make the semi-annual interest payment in the amount of Two Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500) on the Fifty Million Dollars ($50,000,000) aggregate principal amount of 8.25% Senior Unsecured Notes due 2025 (Garrison Trust Company, as indenture trustee) (the "Unsecured Notes Interest Default"). The thirty (30)-day cure period applicable to such missed payment under Section 6.01(a) of the indenture governing the Unsecured Notes expired on January 1, 2023 without payment having been made, and accordingly, an "Event of Default" (as defined in the indenture governing the Unsecured Notes) has occurred and is continuing. The Loan Parties hereby represent and warrant that the Unsecured Notes Interest Default does not give rise to a cross-default under Section 8.01(e) of the Credit Agreement (or any other provision thereof) that is separate from or in addition to the Specified Events of Default already subject to the forbearance under the Forbearance Agreement as amended hereby; provided, however, that to the extent the Unsecured Notes Interest Default is determined to constitute an additional Event of Default under the Credit Agreement by reason of a cross-default or otherwise, such additional Event of Default shall be deemed, for all purposes of the Forbearance Agreement as amended by this Amendment, to be an additional "Specified Event of Default" covered by the forbearance set forth herein and in the Forbearance Agreement.

ARTICLE V

CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 5.1 Conditions Precedent. This Amendment shall not become effective until each of the following conditions precedent has been satisfied (or waived in writing by the Agent):

(a) Execution and Delivery. The Agent shall have received duly executed counterparts of this Amendment from each of (i) TSL, (ii) TAI, and (iii) the Agent (acting on behalf of and at the direction of the Required Lenders).

(b) Required Lender Consent. The Agent shall have received written consent to this Amendment from Lenders constituting the "Required Lenders" under the Credit Agreement (defined therein as Lenders holding more than 50% of the aggregate outstanding principal amount of the Loans, i.e., more than Two Hundred Seventy Million Dollars ($270,000,000) of the Five Hundred Forty Million Dollars ($540,000,000) of Loans outstanding as of the date hereof). In this regard, the Agent acknowledges that the members of the Ad Hoc Group, consisting of Nordbank International AG (in its capacity as Lender, holding $137,000,000 of outstanding Loans), Harborstone Bank plc (holding $95,000,000 of outstanding Loans), Triton Credit Partners LP (holding $68,000,000 of outstanding Loans), and Continental Maritime Lending GmbH (holding $72,000,000 of outstanding Loans), hold in the aggregate Three Hundred Seventy-Two Million Dollars ($372,000,000) of outstanding Loans, representing approximately 68.9% of the total outstanding Loans, and accordingly constitute the Required Lenders for purposes of the Credit Agreement and this Amendment.

(c) Officer's Certificate. The Agent shall have received a certificate, substantially in the form of Exhibit B attached hereto, executed by an authorized officer of each Loan Party (Georgios Andreadis, Chief Executive Officer, on behalf of TSL, and Marcus Hale, President, on behalf of TAI), certifying as to the accuracy of the representations and warranties set forth in Article IV of this Amendment as of the date hereof.

(d) Payment of Fees and Expenses. The Loan Parties shall have paid, or caused to be paid, all accrued and unpaid fees and expenses of the Agent and the Agent's counsel, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of: (i) Whitfield, Crane & Burgess LLP, as legal counsel to the Ad Hoc Group; and (ii) Draycott Advisory Group LLC, as financial advisor to the Ad Hoc Group, in each case as invoiced as of the date hereof and presented to the Loan Parties for payment.

ARTICLE VI

TERMINATION EVENTS

Section 6.1 Automatic Termination. The forbearance set forth in the Forbearance Agreement as extended by this Amendment shall automatically terminate, and all rights and remedies of the Agent and the Lenders under the Credit Agreement, the Collateral Documents, and applicable law shall be fully and immediately restored (as if the forbearance had never been granted), upon the earliest to occur of any of the following events (each, a "Termination Event"):

(a) Expiration. The expiration of the Extended Standstill Period at 11:59 p.m. (Eastern Time) on March 8, 2023, unless the Standstill Period is further extended in writing by all of the parties hereto;

(b) Non-Specified Event of Default. The occurrence of any Event of Default under the Credit Agreement that is not a Specified Event of Default (and, to the extent applicable, not an additional Specified Event of Default deemed as such pursuant to Section 4.5 of this Amendment);

(c) Failure to Satisfy Milestones. The failure by the Loan Parties to satisfy any of the milestones set forth in Section 3.1 by the applicable Milestone Dates; provided, that with respect to the deliverables set forth in Section 3.2 (other than the milestone deliverables in Section 3.1), the Loan Parties shall have a cure period of three (3) business days following written notice from the Agent of any failure to timely deliver such items before such failure shall constitute a Termination Event;

(d) Voluntary Insolvency Filing. The filing by any Loan Party of a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code"), or the commencement by any Loan Party of proceedings under Greek Law 4738/2020 (the Greek Debt Settlement & Insolvency Code), or the filing by any Loan Party of a petition, application, or other filing under any similar insolvency, reorganization, liquidation, or debt-adjustment law of any jurisdiction;

(e) Involuntary Insolvency Filing. The commencement of an involuntary case, proceeding, or petition against any Loan Party under the Bankruptcy Code, Greek Law 4738/2020, or any similar insolvency, reorganization, liquidation, or debt-adjustment law of any jurisdiction, unless such involuntary case, proceeding, or petition is dismissed, stayed, or vacated within sixty (60) days after the commencement thereof;

(f) Material Breach. Any material breach by any Loan Party of any representation, warranty, covenant, or other obligation contained in the Forbearance Agreement as amended by this Amendment, including, without limitation, any material breach of the reporting and notification obligations set forth in Section 3.2 hereof; and

(g) Actions Inconsistent with Restructuring. Any Loan Party taking any action, or failing to take any action, that is materially inconsistent with the stated objective of negotiating and consummating a comprehensive out-of-court restructuring of the Loan Parties' indebtedness, including, without limitation, any material asset transfer, dividend, distribution, or transaction outside the ordinary course of business that has not been previously consented to in writing by the Agent.

Section 6.2 Effect of Termination.

(a) Upon the occurrence of any Termination Event, the forbearance granted pursuant to the Forbearance Agreement as amended by this Amendment shall immediately and automatically terminate without the requirement of any notice, demand, presentment, or other action by the Agent or any Lender. Upon such termination, the Agent and the Lenders shall be entitled to exercise, without further notice or delay, all rights and remedies available to them under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement, and applicable law, including, without limitation:

(i) the acceleration of all outstanding obligations under the Credit Agreement, including all principal, accrued interest (including default interest), fees, costs, expenses, and other amounts owing thereunder;

(ii) the enforcement of the first-priority security interests and liens on the Collateral, which Collateral comprises, among other things, thirty-eight (38) dry-bulk carriers, twelve (12) container vessels, the Houston terminal lease, all accounts receivable, all inventory, all deposit accounts, all equity interests in TAI, and all equity interests in fourteen (14) vessel-owning special purpose vehicles organized in the Republic of the marshall Islands and the Republic of Liberia; and

(iii) the continued accrual and collection of default interest at the contractual default rate of SOFR plus 575 basis points on all outstanding obligations.

(b) No waiver of any Specified Event of Default or any other Event of Default shall be implied by the forbearance or the extension thereof contemplated by this Amendment or the Forbearance Agreement. The exercise of forbearance by the Agent and the Lenders during the Standstill Period shall not be deemed to establish a course of dealing, and no right or remedy of the Agent or any Lender shall be deemed to have been waived, impaired, or prejudiced by reason of the forbearance.

ARTICLE VII

RESERVATION OF RIGHTS

Section 7.1 No Waiver.

(a) Nothing in this Amendment or in the Forbearance Agreement shall constitute a waiver of any Specified Event of Default, any other Event of Default (whether now existing or hereafter arising), or any right, power, or remedy of the Agent or any Lender under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement dated as of June 15, 2019 (between Nordbank International AG, as first-lien agent, and Dralvecen Mezzanine Capital LLC, as second-lien holder) (the "Intercreditor Agreement"), or applicable law, whether arising at law, in equity, or otherwise.

(b) Default interest shall continue to accrue at the contractual default rate of SOFR plus 575 basis points (comprised of the contractual interest rate of SOFR plus 375 basis points, plus the default rate premium of 200 basis points) on all outstanding Loans and other obligations under the Credit Agreement during the entire Standstill Period, from and after the initial occurrence of the first Specified Event of Default on September 15, 2022 through the end of the Standstill Period (as the same may be further extended). The Loan Parties acknowledge and agree that all such default interest shall remain due and payable in accordance with the terms of the Credit Agreement, and the agreement by the Agent and the Lenders to forbear from exercising remedies during the Standstill Period shall not constitute a waiver of, or agreement to forgive, any such default interest.

(c) The Agent and the Lenders expressly reserve the right to exercise any and all rights and remedies available to them under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement, and applicable law immediately upon the termination of the forbearance in accordance with Article VI hereof, and no delay or forbearance in exercising such rights and remedies shall operate as a waiver thereof.

Section 7.2 Reservation by Loan Parties.

(a) Nothing in this Amendment or the Forbearance Agreement shall constitute an admission by any Loan Party as to the amount, validity, priority, or enforceability of any claim, right, or remedy asserted by the Agent or any Lender, or a waiver by any Loan Party of any right, defense, counterclaim, or offset that any Loan Party may have, whether under the Credit Agreement, the Collateral Documents, applicable law, or otherwise. The Loan Parties reserve all such rights, defenses, counterclaims, and offsets.

(b) Without limiting the generality of the foregoing, the Loan Parties expressly reserve the right to file a voluntary petition for relief under Chapter 11 of the Bankruptcy Code with respect to Thalassa Americas Inc. in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, or with respect to TSL under Greek Law 4738/2020 or any other applicable insolvency law, in the event that the out-of-court restructuring negotiations contemplated herein are not successful; provided, that the filing of any such petition shall constitute a Termination Event under Section 6.1(d) of this Amendment.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Section 8.2 Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and of the United States District Court for the Southern District of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Amendment, the Forbearance Agreement, or any transaction contemplated hereby or thereby. Each party hereto irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably and unconditionally waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.

Section 8.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission (including by Brightwater Software or similar electronic signature platform) shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 8.4 Entire Agreement. The Forbearance Agreement, as amended by this Amendment (and together with any exhibits, schedules, and annexes hereto and thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) relating thereto. There are no representations, warranties, covenants, or agreements among the parties hereto with respect to the subject matter hereof other than those expressly set forth in the Forbearance Agreement as amended by this Amendment.

Section 8.5 Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of each of the Loan Parties, the Agent, and each Lender, and their respective heirs, executors, administrators, successors, and permitted assigns. Nothing in this Amendment, express or implied, is intended to confer upon any Person (as defined in the Credit Agreement) other than the parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment.

Section 8.6 Severability. If any provision of this Amendment is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment or invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.

Section 8.7 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Amendment shall be given in writing and shall be deemed to have been duly given when delivered in accordance with the notice provisions of Section 10.01 of the Credit Agreement, with copies as follows:

If to the Loan Parties:

Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece

Attention: Georgios Andreadis, Chief Executive Officer

Email: g.andreadis@thalassasl.com

and

Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, TX 77010

Attention: Marcus Hale, President

Email: m.hale@thalassaamericas.com

with a copy to (which shall not constitute notice):

Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

Attention: Nathaniel Bower

Email: n.bower@calderwoodharkness.com

If to the Agent:

Nordbank International AG Bahnhofstrasse 78 8001 Zürich, Switzerland

Attention: Henrik Lüdemann, Managing Director, Shipping & Offshore Finance

Email: h.ludemann@nordbank.ch

with a copy to (which shall not constitute notice):

Whitfield, Crane & Burgess LLP 51 West 52nd Street, 38th Floor New York, NY 10019

Attention: Graham Whitfield III

Email: g.whitfield@wcblaw.com

Section 8.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience of reference only and shall not be deemed to limit, amplify, or modify the terms of this Amendment, nor affect the meaning or interpretation thereof.

Section 8.9 Relationship to Forbearance Agreement. Except as expressly amended, modified, or supplemented by this Amendment, all of the terms, conditions, covenants, representations, warranties, and other provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their respective terms. On and after the date hereof, each reference in the Forbearance Agreement to "this Agreement," "hereof," "herein," "hereunder," or words of similar import shall mean and be a reference to the Forbearance Agreement as amended by this Amendment. In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Forbearance Agreement, the terms of this Amendment shall govern and control.

[Remainder of this page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Forbearance Agreement to be duly executed as of the date first above written.

LOAN PARTIES

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

By: ________

Name: Georgios Andreadis

Title: Chief Executive Officer

Date: January 8, 2023

THALASSA AMERICAS INC.

By: ________

Name: Marcus Hale

Title: President

Date: January 8, 2023

AGENT

NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent, on behalf of itself and the Lenders

By: ________

Name: Henrik Lüdemann

Title: Managing Director, Shipping & Offshore Finance

Date: January 8, 2023

ACKNOWLEDGED AND CONSENTED TO BY THE AD HOC GROUP:

NORDBANK INTERNATIONAL AG (in its capacity as Lender — $137,000,000 commitment)

By: ________

Name: Henrik Lüdemann

Title: Managing Director, Shipping & Offshore Finance

HARBORSTONE BANK PLC ($95,000,000 commitment)

By: ________

Name: Fiona Aldrich

Title: Managing Director

TRITON CREDIT PARTNERS LP ($68,000,000 commitment)

By: ________

Name: David Sorokin

Title: Partner

CONTINENTAL MARITIME LENDING GmbH ($72,000,000 commitment)

By: ________

Name: Klaus Rheinfeld

Title: Director

(Collectively, the Ad Hoc Group: $372,000,000 / 68.9% of $540,000,000 outstanding, constituting the Required Lenders under the Credit Agreement)

ADDITIONAL CONSENTING LENDERS:

AEGEAN CAPITAL BANK SA ($110,000,000 commitment)

By: ________

Name: Nikolaos Ventouris

Title: Director

PACIFICA TRADE FINANCE CORP. ($82,000,000 commitment)

By: ________

Name: Wei Lin Tan

Title: Senior Vice President

LAURENTIAN SHIPPING FUND II ($55,000,000 commitment)

By: ________

Name: Marie-Claire Gagnon

Title: Portfolio Manager

CASPIAN ASSET MANAGEMENT LTD. ($40,000,000 commitment)

By: ________

Name: Rashed Al-Khatib

Title: Head of Shipping

PELAGOS INSTITUTIONAL CREDIT FUND ($26,000,000 commitment)

By: ________

Name: Andreas Michailides

FIRST AMENDMENT TO FORBEARANCE AGREEMENT
Dated as of January 8, 2023
Among
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, as Borrower,
THALASSA AMERICAS INC., as Co-Borrower,
and
NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent, on behalf of itself and the Lenders
FIRST AMENDMENT TO FORBEARANCE AGREEMENT
This FIRST AMENDMENT TO FORBEARANCE AGREEMENT (this "Amendment"), dated as of January 8, 2023, is entered into among Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL" or the "Borrower"), Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware ("TAI" or the "Co-Borrower," and together with TSL, the "Loan Parties"), and Nordbank International AG, an Aktiengesellschaft organized under the laws of Switzerland, in its capacity as Administrative Agent and Collateral Agent (in such capacities, the "Agent") for itself and on behalf of the Lenders (as defined below) party to the Credit Agreement (as defined below).
This Amendment amends that certain Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), among the Loan Parties and the Agent, acting on behalf of the Lenders.
RECITALS
WHEREAS:
A. The Credit Agreement. The Loan Parties and the Agent are parties to that certain Senior Secured Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"), among TSL, as Borrower, TAI, as Co-Borrower (with respect to the U.S. Tranche), Nordbank International AG, as Administrative Agent and Collateral Agent, and the lenders from time to time party thereto (the "Lenders"). The Credit Agreement provides for aggregate commitments in the amount of Six Hundred Eighty-Five Million Dollars ($685,000,000), consisting of: (i) a Four Hundred Million Dollar ($400,000,000) Term Loan A facility (the "Term Loan A"), (ii) a Two Hundred Million Dollar ($200,000,000) revolving credit facility (the "Revolving Credit Facility"), and (iii) an Eighty-Five Million Dollar ($85,000,000) U.S. Tranche term loan facility (the "Term Loan B" and, together with the Term Loan A and the Revolving Credit Facility, the "Facilities"). Loans outstanding under the Credit Agreement bear interest at a rate per annum equal to the Secured Overnight Financing Rate ("SOFR") plus 375 basis points, subject to the imposition of a default rate of an additional 200 basis points upon the occurrence and during the continuance of an Event of Default. The stated maturity date of the Facilities is June 15, 2024. As of September 30, 2022, the aggregate principal amount of Loans outstanding under the Credit Agreement was Five Hundred Forty Million Dollars ($540,000,000), comprised of: (x) Two Hundred Seventy Million Dollars ($270,000,000) under the Term Loan A, (y) One Hundred Eighty-Five Million Dollars ($185,000,000) under the Revolving Credit Facility, and (z) Eighty-Five Million Dollars ($85,000,000) under the Term Loan B.
B. The Specified Events of Default. The Loan Parties have acknowledged that certain Events of Default (collectively, the "Specified Events of Default") have occurred and are continuing under the Credit Agreement, specifically:
(i) A breach of the Minimum Liquidity Covenant set forth in Section 7.11(a) of the Credit Agreement, which occurred on September 15, 2022, when the Loan Parties' unrestricted cash and cash equivalents declined to Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), an amount that was Twelve Million Seven Hundred Thousand Dollars ($12,700,000) below the required minimum threshold of Forty Million Dollars ($40,000,000);
(ii) A breach of the Maximum Net Leverage Ratio covenant set forth in Section 7.11(b) of the Credit Agreement, as measured for the fiscal quarter ended September 30, 2022, with an actual Net Leverage Ratio of 7.82x (calculated as Net Debt of $770,900,000 divided by the Loan Parties' trailing twelve-month EBITDA of $98,600,000), which exceeded the maximum permitted ratio of 5.50x; and
(iii) A breach of the Minimum Interest Coverage Ratio covenant set forth in Section 7.11(c) of the Credit Agreement, as measured for the fiscal quarter ended September 30, 2022, with an actual Interest Coverage Ratio of 1.74x (calculated as trailing twelve-month EBITDA of $98,600,000 divided by trailing twelve-month Interest Expense of $56,700,000), which was below the required minimum ratio of 2.50x.
C. The Original Forbearance Agreement. Pursuant to the Forbearance Agreement, dated as of October 10, 2022, the Agent, acting on behalf of and at the direction of the Required Lenders, agreed to forbear from exercising any and all rights and remedies available to the Agent and the Lenders under the Credit Agreement, the Collateral Documents, and applicable law with respect to the Specified Events of Default for a period of ninety (90) days (the "Initial Standstill Period"), commencing on October 10, 2022 and expiring on January 8, 2023. The Forbearance Agreement was entered into prior to the engagement of Calderwood & Harkness LLP as restructuring counsel to the Loan Parties.
D. Request for Extension. The Loan Parties have requested that the Agent and the Lenders extend the Standstill Period beyond January 8, 2023, in order to allow the Loan Parties additional time to negotiate and finalize a comprehensive out-of-court restructuring with all creditor constituencies. In connection with the foregoing, the Loan Parties have engaged Kensington Veltrian Partners LLC ("KHP") as financial advisor and Calderwood & Harkness LLP as legal counsel. Restructuring negotiations are ongoing with, among others: (a) the ad hoc group of senior secured lenders (the "Ad Hoc Group"), which is represented by Whitfield, Crane & Burgess LLP, as legal counsel, and Draycott Advisory Group LLC, as financial advisor; (b) Dralvecen Mezzanine Capital LLC (the holder of the mezzanine notes), which is represented by Kellner & Foss LLP; and (c) the informal group of holders of the $50,000,000 aggregate principal amount of 8.25% Senior Unsecured Notes due 2025 (the "Unsecured Notes"), which is represented by Ashford, Brightmoor Group & McKay PC.
E. Agreement to Extend. The Agent, acting on behalf of and at the direction of the Required Lenders, has agreed to extend the Standstill Period from January 8, 2023 to March 8, 2023, subject to the terms and conditions set forth in this Amendment, including updated milestones and additional deliverables required of the Loan Parties.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained 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
Section 1.1 Defined Terms. As used in this Amendment, the following terms shall have the meanings set forth below:
"Amendment" means this First Amendment to Forbearance Agreement, dated as of January 8, 2023, among the Loan Parties and the Agent, as the same may be further amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Extended Standstill Period" means the period from and including January 8, 2023 through and including March 8, 2023 (a period of fifty-nine (59) days).
"Milestone Dates" has the meaning assigned thereto in Section 3.1 of this Amendment.
"Restructuring Term Sheet" means a written term sheet, in form and substance reasonably acceptable to the Required Lenders, setting forth the material terms of a proposed comprehensive restructuring of the Loan Parties' obligations under the Credit Agreement, the mezzanine notes held by Dralvecen Mezzanine Capital LLC (the "Mezzanine Notes"), the Unsecured Notes, and related instruments, to be delivered by the Loan Parties to the Agent and the Ad Hoc Group no later than the Term Sheet Delivery Date.
"Specified Events of Default" has the meaning assigned thereto in the Forbearance Agreement, as recited in Recital B of this Amendment.
"Standstill Period" means, as amended by this Amendment, the period from and including October 10, 2022 through and including March 8, 2023, consisting of the Initial Standstill Period (from October 10, 2022 through January 8, 2023) as extended by the Extended Standstill Period (from January 8, 2023 through March 8, 2023).
"Term Sheet Delivery Date" means February 15, 2023.
All other capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Forbearance Agreement or, if not defined therein, in the Credit Agreement, as applicable. In the event of any conflict between the definitions set forth in this Amendment and the definitions set forth in the Forbearance Agreement, the definitions set forth in this Amendment shall control.
Section 1.2 Interpretation. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment mutatis mutandis. Without limiting the foregoing: (a) the headings and captions in this Amendment are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of this Amendment; (b) the words "herein," "hereof," "hereunder," and words of similar import shall refer to this Amendment as a whole and not to any particular provision of this Amendment; (c) references to any Article, Section, Exhibit, or Schedule are references to the Articles, Sections, Exhibits, and Schedules of this Amendment unless otherwise indicated; (d) words in the singular include the plural and vice versa; (e) the word "including" (and with correlative meaning "include") means including without limiting the generality of any description preceding such term; and (f) references to any agreement, document, or instrument shall be deemed to include references to such agreement, document, or instrument as amended, restated, supplemented, or otherwise modified from time to time.
ARTICLE II
AMENDMENTS TO THE FORBEARANCE AGREEMENT
Section 2.1 Extension of Standstill Period.
(a) The definition of "Standstill Period" as set forth in the Forbearance Agreement is hereby amended and restated in its entirety to read as follows:
"Standstill Period" means the period from and including October 10, 2022 through and including March 8, 2023.
(b) All references in the Forbearance Agreement to "January 8, 2023" as the expiration date of the Standstill Period, or as the date upon which the forbearance set forth in the Forbearance Agreement is scheduled to terminate, are hereby deleted and replaced with references to "March 8, 2023."
(c) For the avoidance of doubt, the extension of the Standstill Period contemplated by this Section 2.1 shall be deemed effective as of 11:59 p.m. (Eastern Time) on January 8, 2023, such that there shall be no gap or interruption in the forbearance between the expiration of the Initial Standstill Period and the commencement of the Extended Standstill Period.
Section 2.2 Updated Milestones. The milestones set forth in Section 5.1 of the Forbearance Agreement (and any related schedules or annexes thereto) are hereby deleted in their entirety and replaced with the milestones set forth in Section 3.1 of this Amendment. All references in the Forbearance Agreement to milestones, milestone dates, or conditions related thereto shall be deemed to refer to the milestones and milestone dates set forth in Section 3.1 of this Amendment.
Section 2.3 Additional Deliverables. The Forbearance Agreement is hereby amended to add the additional deliverables set forth in Section 3.2 of this Amendment. The Loan Parties' obligations with respect to such additional deliverables shall be deemed covenants of the Loan Parties under the Forbearance Agreement, as amended by this Amendment, and the failure to satisfy such obligations (subject to any applicable cure period set forth herein) shall constitute a Termination Event as set forth in Article VI of this Amendment.
Section 2.4 Continuation of Forbearance.
(a) Subject to the terms and conditions of the Forbearance Agreement as amended by this Amendment, including the conditions precedent set forth in Article V hereof and the termination events set forth in Article VI hereof, the Agent and the Lenders hereby agree to continue to forbear from exercising any and all rights and remedies available to the Agent and the Lenders under the Credit Agreement, the Collateral Documents (as defined in the Credit Agreement), and applicable law with respect to the Specified Events of Default during the Extended Standstill Period. During the Extended Standstill Period, the Agent shall not, and shall instruct the Lenders not to, (i) accelerate the maturity of any of the Loans or other obligations outstanding under the Credit Agreement on account of the Specified Events of Default, (ii) commence any foreclosure or enforcement proceedings against the Collateral on account of the Specified Events of Default, or (iii) deliver any notice of default or acceleration to the Loan Parties on account of the Specified Events of Default.
(b) For the avoidance of doubt, the forbearance set forth in the Forbearance Agreement as amended hereby is limited in scope and does not extend to:
(i) any Events of Default under the Credit Agreement other than the Specified Events of Default;
(ii) any new or additional Events of Default that may occur after the date hereof, whether arising under the same or different provisions of the Credit Agreement; or
(iii) the accrual of default interest at the contractual default rate on all outstanding obligations during the Standstill Period (the "Default Interest Reservation"). Specifically, default interest shall continue to accrue at a rate per annum equal to SOFR plus 575 basis points (i.e., the contractual rate of SOFR plus 375 basis points, plus the default rate premium of 200 basis points) on all outstanding Loans and other obligations under the Credit Agreement from and after September 15, 2022 (the date of the first Specified Event of Default) through the end of the Standstill Period. The Loan Parties acknowledge and agree that default interest is accruing and shall be payable in accordance with the terms of the Credit Agreement.
ARTICLE III
MILESTONES AND DELIVERABLES
Section 3.1 Milestone Dates. The Loan Parties covenant and agree that they shall satisfy each of the following milestones (each, a "Milestone" and the dates set forth below, the "Milestone Dates") by the dates indicated:
(a) February 15, 2023 (Term Sheet Delivery Date). On or before February 15, 2023, the Loan Parties shall deliver to the Agent and the Ad Hoc Group (through Whitfield, Crane & Burgess LLP and Draycott Advisory Group LLC) a completed Restructuring Term Sheet. The Restructuring Term Sheet shall be in form and substance reasonably acceptable to the Required Lenders and shall set forth the proposed terms of a comprehensive restructuring of the Loan Parties' indebtedness, including, at a minimum, the following:
(i) proposed modifications to the maturity date, amortization schedule, and financial covenants under the Credit Agreement, including any proposed changes to the Maximum Net Leverage Ratio, the Minimum Interest Coverage Ratio, and the Minimum Liquidity Covenant;
(ii) proposed treatment of the One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of mezzanine notes held by Dralvecen Mezzanine Capital LLC (including any proposed subordination, equitization, exchange, or modification thereof);
(iii) proposed treatment of the Fifty Million Dollars ($50,000,000) in aggregate principal amount of 8.25% Senior Unsecured Notes due 2025, including any proposed exchange, tender offer, or equitization;
(iv) any proposed new equity contributions from existing shareholders, third-party investors, or other sources, including the quantum and form of such contributions; and
(v) any proposed asset dispositions, including the identification of specific vessels or other assets to be sold and estimated net proceeds thereof.
(b) March 1, 2023. On or before March 1, 2023, the Loan Parties shall have engaged in at least two (2) in-person or virtual negotiation sessions with the Ad Hoc Group (through Whitfield, Crane & Burgess LLP and Draycott Advisory Group LLC) and the mezzanine lender, Dralvecen Mezzanine Capital LLC (through Kellner & Foss LLP), regarding the Restructuring Term Sheet. The Loan Parties shall provide the Agent with written confirmation (which may be in the form of electronic mail from Calderwood & Harkness LLP to Whitfield, Crane & Burgess LLP, with a copy to the Agent) that such negotiation sessions have occurred, including the dates, attendees, and a summary of the matters discussed.
(c) March 8, 2023 (Standstill Period Expiration). By no later than March 8, 2023, one of the following shall have occurred:
(i) a Restructuring Support Agreement (or, at a minimum, a definitive term sheet with respect thereto containing binding obligations of the signatories thereto to support such restructuring) shall have been executed by the Loan Parties and the holders of at least a majority in principal amount of the Loans outstanding under the Credit Agreement; or
(ii) the Loan Parties shall have submitted to the Agent a written request for a further extension of the Standstill Period, on terms and conditions acceptable to the Required Lenders in their sole discretion, and such further extension shall have been agreed to in writing by the Agent on behalf of the Required Lenders,
failing which, in either case, the forbearance shall terminate automatically in accordance with Section 6.1 of this Amendment, without the requirement of any notice, demand, or other action by the Agent or any Lender.
Section 3.2 Additional Deliverables. In addition to the milestones set forth in Section 3.1, the Loan Parties covenant and agree to deliver the following additional information and documents to the Agent:
(a) Initial Deliverables (Due January 17, 2023). Within five (5) business days of the date hereof (i.e., no later than January 17, 2023), the Loan Parties shall deliver to the Agent:
(i) an updated thirteen (13)-week cash flow forecast (the "13-Week Cash Flow Forecast"), prepared by KHP (under the supervision of James Calloway, Managing Director), in the form and containing the information described in Exhibit A attached hereto, which forecast shall include, among other things, projected weekly cash receipts and disbursements for the thirteen-week period commencing on the week of January 9, 2023;
(ii) a summary of the Loan Parties' current liquidity position as of the most recent practicable date (and, in any event, not earlier than January 6, 2023), including: (A) unrestricted cash balances (in the aggregate and by currency denomination); (B) restricted cash balances; (C) outstanding borrowings and availability under the Revolving Credit Facility, noting that One Hundred Eighty-Five Million Dollars ($185,000,000) of the Two Hundred Million Dollar ($200,000,000) commitment under the Revolving Credit Facility is currently drawn, leaving Fifteen Million Dollars ($15,000,000) of undrawn availability (subject to any borrowing base or other limitations); and (D) a reconciliation of the Loan Parties' current liquidity position to the Minimum Liquidity Covenant threshold of Forty Million Dollars ($40,000,000);
(iii) a true and complete copy of the engagement letter between TSL and Calderwood & Harkness LLP, dated October 25, 2022, together with any amendments or supplements thereto; and
(iv) a true and complete copy of the engagement letter between TSL and Kensington Veltrian Partners LLC, together with any amendments or supplements thereto.
(b) Fleet Appraisal (Due February 1, 2023). On or before February 1, 2023, the Loan Parties shall deliver to the Agent a true and complete copy of the fleet appraisal prepared by Drakos Maritime Valuations Ltd. dated November 1, 2022 (the "Drakos Appraisal"), which appraisal values the Loan Parties' fleet at an aggregate fair market value of Six Hundred Twenty-Three Million Dollars ($623,000,000). For the avoidance of doubt, the delivery of the Drakos Appraisal shall not constitute an acknowledgment by the Agent or any Lender of the accuracy or completeness of the valuations set forth therein.
(c) Bi-Weekly Status Updates. The Loan Parties shall provide bi-weekly written updates (on every other Friday, commencing on January 20, 2023) to the Agent regarding the status of restructuring negotiations. Each bi-weekly update shall include, at a minimum: (i) a summary of discussions with each creditor constituency (including the Ad Hoc Group, Dralvecen Mezzanine Capital LLC, and the holders of the Unsecured Notes); (ii) the identification of any material issues or impediments to reaching agreement on a comprehensive restructuring; (iii) a description of the next steps contemplated by the Loan Parties and their advisors; and (iv) any material changes to the Loan Parties' projected cash flow or liquidity position since the most recent 13-Week Cash Flow Forecast.
(d) Material Adverse Change Notification. The Loan Parties shall promptly (and in any event within two (2) business days of obtaining knowledge thereof) notify the Agent in writing of any material adverse change in the Loan Parties' financial condition, business, or operations, including, without limitation: (i) the loss of any charter or contract representing annualized revenue in excess of Five Million Dollars ($5,000,000); (ii) any casualty, arrest, detention, or constructive total loss of any vessel in the fleet; (iii) any litigation, arbitration, or regulatory action commenced against any Loan Party involving an amount in controversy in excess of Two Million Five Hundred Thousand Dollars ($2,500,000); (iv) any acceleration or enforcement action by any other creditor of the Loan Parties; and (v) any default or event of default under the Mezzanine Notes, the Unsecured Notes, or any other material indebtedness.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Reaffirmation of Representations. Each Loan Party hereby represents and warrants to the Agent and each Lender that all representations and warranties set forth in Article III of the Forbearance Agreement are true and correct in all material respects as of the date of this Amendment (or, if any such representation or warranty is qualified by materiality, Material Adverse Effect, or a similar qualification, such representation or warranty is true and correct in all respects), except to the extent that such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, if so qualified, in all respects) as of such earlier date.
Section 4.2 No Other Defaults. Each Loan Party hereby represents and warrants that, as of the date hereof and after giving effect to this Amendment, no Events of Default (other than the Specified Events of Default and the default described in Section 4.5 hereof) have occurred and are continuing under the Credit Agreement, the Collateral Documents, or any other Loan Document (as defined in the Credit Agreement). Without limiting the foregoing, each Loan Party represents and warrants that it is in compliance with all covenants, terms, and conditions of the Credit Agreement applicable to it, other than those covenants the breach of which has given rise to the Specified Events of Default.
Section 4.3 Authorization. Each Loan Party hereby represents and warrants that it has taken all necessary corporate, organizational, and other action required to authorize the execution, delivery, and performance of this Amendment by such Loan Party, and that this Amendment has been duly executed and delivered by such Loan Party and constitutes the legal, valid, and binding obligation of such Loan Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity. Without limiting the foregoing:
(a) With respect to TSL, the execution, delivery, and performance of this Amendment has been authorized by a resolution of the board of directors of TSL, adopted at a duly convened meeting of the board on January 6, 2023, at which the following directors were present and voting: Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman; Georgios Andreadis, Chief Executive Officer; Stavros Papadimitriou, Independent Director; and Irene Vlachos, Independent Director.
(b) With respect to TAI, the execution, delivery, and performance of this Amendment has been authorized by a resolution of the board of directors of TAI, adopted by unanimous written consent dated January 7, 2023, signed by Marcus Hale, President, and each of the other members of the TAI board of directors.
Section 4.4 No Material Adverse Change. Each Loan Party hereby represents and warrants that, since September 30, 2022 (the date of the most recent quarterly financial statements delivered to the Agent pursuant to the Credit Agreement), there has been no event, circumstance, development, or change that has had, or would reasonably be expected to have, a Material Adverse Effect (as defined in the Credit Agreement) on the Loan Parties, taken as a whole, other than: (a) the Specified Events of Default, which have been previously disclosed to the Agent and are the subject of the Forbearance Agreement; and (b) the decline in charter rates and fleet values previously disclosed to the Agent and acknowledged by the parties, including, without limitation, the decline in aggregate fleet valuation from Eight Hundred Ninety-One Million Dollars ($891,000,000) as of January 2022 (per the Drakos Maritime Valuations Ltd. appraisal dated January 15, 2022) to Six Hundred Twenty-Three Million Dollars ($623,000,000) as of November 1, 2022 (per the Drakos Appraisal), representing a decline of approximately 30.1% over such ten-month period.
Section 4.5 Unsecured Notes Default. Each Loan Party hereby discloses and represents as follows: On December 1, 2022, the Loan Parties failed to make the semi-annual interest payment in the amount of Two Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500) on the Fifty Million Dollars ($50,000,000) aggregate principal amount of 8.25% Senior Unsecured Notes due 2025 (Garrison Trust Company, as indenture trustee) (the "Unsecured Notes Interest Default"). The thirty (30)-day cure period applicable to such missed payment under Section 6.01(a) of the indenture governing the Unsecured Notes expired on January 1, 2023 without payment having been made, and accordingly, an "Event of Default" (as defined in the indenture governing the Unsecured Notes) has occurred and is continuing. The Loan Parties hereby represent and warrant that the Unsecured Notes Interest Default does not give rise to a cross-default under Section 8.01(e) of the Credit Agreement (or any other provision thereof) that is separate from or in addition to the Specified Events of Default already subject to the forbearance under the Forbearance Agreement as amended hereby; provided, however, that to the extent the Unsecured Notes Interest Default is determined to constitute an additional Event of Default under the Credit Agreement by reason of a cross-default or otherwise, such additional Event of Default shall be deemed, for all purposes of the Forbearance Agreement as amended by this Amendment, to be an additional "Specified Event of Default" covered by the forbearance set forth herein and in the Forbearance Agreement.
ARTICLE V
CONDITIONS PRECEDENT TO EFFECTIVENESS
Section 5.1 Conditions Precedent. This Amendment shall not become effective until each of the following conditions precedent has been satisfied (or waived in writing by the Agent):
(a) Execution and Delivery. The Agent shall have received duly executed counterparts of this Amendment from each of (i) TSL, (ii) TAI, and (iii) the Agent (acting on behalf of and at the direction of the Required Lenders).
(b) Required Lender Consent. The Agent shall have received written consent to this Amendment from Lenders constituting the "Required Lenders" under the Credit Agreement (defined therein as Lenders holding more than 50% of the aggregate outstanding principal amount of the Loans, i.e., more than Two Hundred Seventy Million Dollars ($270,000,000) of the Five Hundred Forty Million Dollars ($540,000,000) of Loans outstanding as of the date hereof). In this regard, the Agent acknowledges that the members of the Ad Hoc Group, consisting of Nordbank International AG (in its capacity as Lender, holding $137,000,000 of outstanding Loans), Harborstone Bank plc (holding $95,000,000 of outstanding Loans), Triton Credit Partners LP (holding $68,000,000 of outstanding Loans), and Continental Maritime Lending GmbH (holding $72,000,000 of outstanding Loans), hold in the aggregate Three Hundred Seventy-Two Million Dollars ($372,000,000) of outstanding Loans, representing approximately 68.9% of the total outstanding Loans, and accordingly constitute the Required Lenders for purposes of the Credit Agreement and this Amendment.
(c) Officer's Certificate. The Agent shall have received a certificate, substantially in the form of Exhibit B attached hereto, executed by an authorized officer of each Loan Party (Georgios Andreadis, Chief Executive Officer, on behalf of TSL, and Marcus Hale, President, on behalf of TAI), certifying as to the accuracy of the representations and warranties set forth in Article IV of this Amendment as of the date hereof.
(d) Payment of Fees and Expenses. The Loan Parties shall have paid, or caused to be paid, all accrued and unpaid fees and expenses of the Agent and the Agent's counsel, including, without limitation, the reasonable and documented fees and out-of-pocket expenses of: (i) Whitfield, Crane & Burgess LLP, as legal counsel to the Ad Hoc Group; and (ii) Draycott Advisory Group LLC, as financial advisor to the Ad Hoc Group, in each case as invoiced as of the date hereof and presented to the Loan Parties for payment.
ARTICLE VI
TERMINATION EVENTS
Section 6.1 Automatic Termination. The forbearance set forth in the Forbearance Agreement as extended by this Amendment shall automatically terminate, and all rights and remedies of the Agent and the Lenders under the Credit Agreement, the Collateral Documents, and applicable law shall be fully and immediately restored (as if the forbearance had never been granted), upon the earliest to occur of any of the following events (each, a "Termination Event"):
(a) Expiration. The expiration of the Extended Standstill Period at 11:59 p.m. (Eastern Time) on March 8, 2023, unless the Standstill Period is further extended in writing by all of the parties hereto;
(b) Non-Specified Event of Default. The occurrence of any Event of Default under the Credit Agreement that is not a Specified Event of Default (and, to the extent applicable, not an additional Specified Event of Default deemed as such pursuant to Section 4.5 of this Amendment);
(c) Failure to Satisfy Milestones. The failure by the Loan Parties to satisfy any of the milestones set forth in Section 3.1 by the applicable Milestone Dates; provided, that with respect to the deliverables set forth in Section 3.2 (other than the milestone deliverables in Section 3.1), the Loan Parties shall have a cure period of three (3) business days following written notice from the Agent of any failure to timely deliver such items before such failure shall constitute a Termination Event;
(d) Voluntary Insolvency Filing. The filing by any Loan Party of a voluntary petition for relief under Title 11 of the United States Code (the "Bankruptcy Code"), or the commencement by any Loan Party of proceedings under Greek Law 4738/2020 (the Greek Debt Settlement & Insolvency Code), or the filing by any Loan Party of a petition, application, or other filing under any similar insolvency, reorganization, liquidation, or debt-adjustment law of any jurisdiction;
(e) Involuntary Insolvency Filing. The commencement of an involuntary case, proceeding, or petition against any Loan Party under the Bankruptcy Code, Greek Law 4738/2020, or any similar insolvency, reorganization, liquidation, or debt-adjustment law of any jurisdiction, unless such involuntary case, proceeding, or petition is dismissed, stayed, or vacated within sixty (60) days after the commencement thereof;
(f) Material Breach. Any material breach by any Loan Party of any representation, warranty, covenant, or other obligation contained in the Forbearance Agreement as amended by this Amendment, including, without limitation, any material breach of the reporting and notification obligations set forth in Section 3.2 hereof; and
(g) Actions Inconsistent with Restructuring. Any Loan Party taking any action, or failing to take any action, that is materially inconsistent with the stated objective of negotiating and consummating a comprehensive out-of-court restructuring of the Loan Parties' indebtedness, including, without limitation, any material asset transfer, dividend, distribution, or transaction outside the ordinary course of business that has not been previously consented to in writing by the Agent.
Section 6.2 Effect of Termination.
(a) Upon the occurrence of any Termination Event, the forbearance granted pursuant to the Forbearance Agreement as amended by this Amendment shall immediately and automatically terminate without the requirement of any notice, demand, presentment, or other action by the Agent or any Lender. Upon such termination, the Agent and the Lenders shall be entitled to exercise, without further notice or delay, all rights and remedies available to them under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement, and applicable law, including, without limitation:
(i) the acceleration of all outstanding obligations under the Credit Agreement, including all principal, accrued interest (including default interest), fees, costs, expenses, and other amounts owing thereunder;
(ii) the enforcement of the first-priority security interests and liens on the Collateral, which Collateral comprises, among other things, thirty-eight (38) dry-bulk carriers, twelve (12) container vessels, the Houston terminal lease, all accounts receivable, all inventory, all deposit accounts, all equity interests in TAI, and all equity interests in fourteen (14) vessel-owning special purpose vehicles organized in the Republic of the marshall Islands and the Republic of Liberia; and
(iii) the continued accrual and collection of default interest at the contractual default rate of SOFR plus 575 basis points on all outstanding obligations.
(b) No waiver of any Specified Event of Default or any other Event of Default shall be implied by the forbearance or the extension thereof contemplated by this Amendment or the Forbearance Agreement. The exercise of forbearance by the Agent and the Lenders during the Standstill Period shall not be deemed to establish a course of dealing, and no right or remedy of the Agent or any Lender shall be deemed to have been waived, impaired, or prejudiced by reason of the forbearance.
ARTICLE VII
RESERVATION OF RIGHTS
Section 7.1 No Waiver.
(a) Nothing in this Amendment or in the Forbearance Agreement shall constitute a waiver of any Specified Event of Default, any other Event of Default (whether now existing or hereafter arising), or any right, power, or remedy of the Agent or any Lender under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement dated as of June 15, 2019 (between Nordbank International AG, as first-lien agent, and Dralvecen Mezzanine Capital LLC, as second-lien holder) (the "Intercreditor Agreement"), or applicable law, whether arising at law, in equity, or otherwise.
(b) Default interest shall continue to accrue at the contractual default rate of SOFR plus 575 basis points (comprised of the contractual interest rate of SOFR plus 375 basis points, plus the default rate premium of 200 basis points) on all outstanding Loans and other obligations under the Credit Agreement during the entire Standstill Period, from and after the initial occurrence of the first Specified Event of Default on September 15, 2022 through the end of the Standstill Period (as the same may be further extended). The Loan Parties acknowledge and agree that all such default interest shall remain due and payable in accordance with the terms of the Credit Agreement, and the agreement by the Agent and the Lenders to forbear from exercising remedies during the Standstill Period shall not constitute a waiver of, or agreement to forgive, any such default interest.
(c) The Agent and the Lenders expressly reserve the right to exercise any and all rights and remedies available to them under the Credit Agreement, the Collateral Documents, the Intercreditor Agreement, and applicable law immediately upon the termination of the forbearance in accordance with Article VI hereof, and no delay or forbearance in exercising such rights and remedies shall operate as a waiver thereof.
Section 7.2 Reservation by Loan Parties.
(a) Nothing in this Amendment or the Forbearance Agreement shall constitute an admission by any Loan Party as to the amount, validity, priority, or enforceability of any claim, right, or remedy asserted by the Agent or any Lender, or a waiver by any Loan Party of any right, defense, counterclaim, or offset that any Loan Party may have, whether under the Credit Agreement, the Collateral Documents, applicable law, or otherwise. The Loan Parties reserve all such rights, defenses, counterclaims, and offsets.
(b) Without limiting the generality of the foregoing, the Loan Parties expressly reserve the right to file a voluntary petition for relief under Chapter 11 of the Bankruptcy Code with respect to Thalassa Americas Inc. in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, or with respect to TSL under Greek Law 4738/2020 or any other applicable insolvency law, in the event that the out-of-court restructuring negotiations contemplated herein are not successful; provided, that the filing of any such petition shall constitute a Termination Event under Section 6.1(d) of this Amendment.
ARTICLE VIII
MISCELLANEOUS
Section 8.1 Governing Law. This Amendment shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of New York or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Section 8.2 Jurisdiction; Venue. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City and County of New York, and of the United States District Court for the Southern District of New York, for the purposes of any action, suit, or proceeding arising out of or relating to this Amendment, the Forbearance Agreement, or any transaction contemplated hereby or thereby. Each party hereto irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such action, suit, or proceeding in any such court, and irrevocably and unconditionally waives any claim that any such action, suit, or proceeding brought in any such court has been brought in an inconvenient forum.
Section 8.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile, electronic mail in portable document format (.pdf), or other electronic transmission (including by Brightwater Software or similar electronic signature platform) shall be effective as delivery of a manually executed counterpart of this Amendment.
Section 8.4 Entire Agreement. The Forbearance Agreement, as amended by this Amendment (and together with any exhibits, schedules, and annexes hereto and thereto), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) relating thereto. There are no representations, warranties, covenants, or agreements among the parties hereto with respect to the subject matter hereof other than those expressly set forth in the Forbearance Agreement as amended by this Amendment.
Section 8.5 Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of each of the Loan Parties, the Agent, and each Lender, and their respective heirs, executors, administrators, successors, and permitted assigns. Nothing in this Amendment, express or implied, is intended to confer upon any Person (as defined in the Credit Agreement) other than the parties hereto and their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Amendment.
Section 8.6 Severability. If any provision of this Amendment is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Amendment or invalidate or render unenforceable such provision in any other jurisdiction. Upon a determination that any provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Amendment so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible.
Section 8.7 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Amendment shall be given in writing and shall be deemed to have been duly given when delivered in accordance with the notice provisions of Section 10.01 of the Credit Agreement, with copies as follows:
If to the Loan Parties:
Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece
Attention: Georgios Andreadis, Chief Executive Officer
Email: g.andreadis@thalassasl.com
and
Thalassa Americas Inc. 1400 McKinney Street, Suite 2200 Houston, TX 77010
Attention: Marcus Hale, President
Email: m.hale@thalassaamericas.com
with a copy to (which shall not constitute notice):
Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Attention: Nathaniel Bower
Email: n.bower@calderwoodharkness.com
If to the Agent:
Nordbank International AG Bahnhofstrasse 78 8001 Zürich, Switzerland
Attention: Henrik Lüdemann, Managing Director, Shipping & Offshore Finance
Email: h.ludemann@nordbank.ch
with a copy to (which shall not constitute notice):
Whitfield, Crane & Burgess LLP 51 West 52nd Street, 38th Floor New York, NY 10019
Attention: Graham Whitfield III
Email: g.whitfield@wcblaw.com
Section 8.8 Headings. The headings, captions, and arrangements used in this Amendment are for convenience of reference only and shall not be deemed to limit, amplify, or modify the terms of this Amendment, nor affect the meaning or interpretation thereof.
Section 8.9 Relationship to Forbearance Agreement. Except as expressly amended, modified, or supplemented by this Amendment, all of the terms, conditions, covenants, representations, warranties, and other provisions of the Forbearance Agreement shall remain in full force and effect in accordance with their respective terms. On and after the date hereof, each reference in the Forbearance Agreement to "this Agreement," "hereof," "herein," "hereunder," or words of similar import shall mean and be a reference to the Forbearance Agreement as amended by this Amendment. In the event of any conflict or inconsistency between the terms of this Amendment and the terms of the Forbearance Agreement, the terms of this Amendment shall govern and control.
[Remainder of this page intentionally left blank; signature pages follow.]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Forbearance Agreement to be duly executed as of the date first above written.
LOAN PARTIES
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME
By: ________
Name: Georgios Andreadis
Title: Chief Executive Officer
Date: January 8, 2023
THALASSA AMERICAS INC.
By: ________
Name: Marcus Hale
Title: President
Date: January 8, 2023
AGENT
NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent, on behalf of itself and the Lenders
By: ________
Name: Henrik Lüdemann
Title: Managing Director, Shipping & Offshore Finance
Date: January 8, 2023
ACKNOWLEDGED AND CONSENTED TO BY THE AD HOC GROUP:
NORDBANK INTERNATIONAL AG (in its capacity as Lender — $137,000,000 commitment)
By: ________
Name: Henrik Lüdemann
Title: Managing Director, Shipping & Offshore Finance
HARBORSTONE BANK PLC ($95,000,000 commitment)
By: ________
Name: Fiona Aldrich
Title: Managing Director
TRITON CREDIT PARTNERS LP ($68,000,000 commitment)
By: ________
Name: David Sorokin
Title: Partner
CONTINENTAL MARITIME LENDING GmbH ($72,000,000 commitment)
By: ________
Name: Klaus Rheinfeld
Title: Director
(Collectively, the Ad Hoc Group: $372,000,000 / 68.9% of $540,000,000 outstanding, constituting the Required Lenders under the Credit Agreement)
ADDITIONAL CONSENTING LENDERS:
AEGEAN CAPITAL BANK SA ($110,000,000 commitment)
By: ________
Name: Nikolaos Ventouris
Title: Director
PACIFICA TRADE FINANCE CORP. ($82,000,000 commitment)
By: ________
Name: Wei Lin Tan
Title: Senior Vice President
LAURENTIAN SHIPPING FUND II ($55,000,000 commitment)
By: ________
Name: Marie-Claire Gagnon
Title: Portfolio Manager
CASPIAN ASSET MANAGEMENT LTD. ($40,000,000 commitment)
By: ________
Name: Rashed Al-Khatib
Title: Head of Shipping
PELAGOS INSTITUTIONAL CREDIT FUND ($26,000,000 commitment)
By: ________
Name: Andreas Michailides
Title: Fund Manager
EXHIBIT A
UPDATED 13-WEEK CASH FLOW FORECAST DELIVERY REQUIREMENTS
The 13-Week Cash Flow Forecast to be delivered by the Loan Parties to the Agent pursuant to Section 3.2(a)(i) of this Amendment shall be prepared by Kensington Veltrian Partners LLC (under the supervision of James Calloway, Managing Director) and shall be in a format reasonably acceptable to the Agent. The 13-Week Cash Flow Forecast shall cover the thirteen (13)-week period commencing on the week of January 9, 2023 (through and including the week of April 3, 2023) and shall contain, at a minimum, the following line items and information:
1. Revenue / Cash Receipts:
(a) Vessel revenues, broken down by (i) time charter hire revenues, (ii) voyage charter revenues, and (iii) contract of affreightment revenues, in each case reflecting the current average daily time charter equivalent ("TCE") rate, which was $11,200 per day for the third quarter of 2022;
(b) Terminal revenues (Houston terminal operations);
(c) Other operating revenue (freight forwarding, logistics, and ancillary services);
(d) Proceeds from any anticipated asset dispositions; and
(e) Any other cash receipts, including insurance proceeds, tax refunds, and intercompany cash transfers.
2. Operating Expenses / Cash Disbursements:
(a) Vessel operating expenses (crew costs, insurance, repairs and maintenance, lubricants, stores, and provisions);
(b) Voyage expenses (bunker fuel, port charges, canal tolls, and commissions);
(c) Terminal operating expenses;
(d) Shoreside general and administrative expenses;
(e) Professional fees (including fees and expenses of KHP, Calderwood & Harkness LLP, and any other restructuring professionals engaged by the Loan Parties); and
(f) Capital expenditures (drydocking, special surveys, and equipment purchases).
3. Debt Service:
(a) Scheduled principal payments under the Credit Agreement (Term Loan A, Revolving Credit Facility, and Term Loan B);
(b) Interest payments under the Credit Agreement (at the contractual rate of SOFR + 375 bps, with a separate line item showing the additional default interest accrual at 200 bps);
(c) Scheduled principal and interest payments on the Mezzanine Notes ($112,300,000 held by Dralvecen Mezzanine Capital LLC);
(d) Scheduled interest payments on the Unsecured Notes ($50,000,000 8.25% Senior Unsecured Notes due 2025), noting the missed semi-annual payment of $2,062,500 on December 1, 2022; and
(e) Any other debt service obligations.
4. Intercompany Flows:
(a) Intercompany cash transfers between TSL and TAI, including amounts related to the intercompany note in the principal amount of $76,400,000 from TAI to TSL;
(b) Intercompany management fees, overhead allocations, and cost-sharing arrangements; and
(c) Dividends or distributions from vessel-owning SPVs to TSL.
5. Liquidity Tracking:
(a) Beginning cash balance (unrestricted);
(b) Net cash flow for each weekly period;
(c) Ending cash balance (unrestricted);
(d) Restricted cash balances (including vessel retention accounts and any escrow accounts);
(e) Undrawn availability under the Revolving Credit Facility (currently $15,000,000 of the $200,000,000 commitment);
(f) Total available liquidity (unrestricted cash plus undrawn availability);
(g) Minimum Liquidity Covenant threshold ($40,000,000); and
(h) Variance analysis — actual versus covenant — with a clear indication of any week in which projected available liquidity is expected to fall below, equal, or exceed the Minimum Liquidity Covenant threshold.
6. Key Assumptions and Sensitivities:
(a) A clear statement of the key assumptions underlying the 13-Week Cash Flow Forecast, including assumed TCE rates, bunker fuel prices, foreign exchange rates, and utilization rates; and
(b) Sensitivity analysis showing the impact on projected cash flows and liquidity of: (i) a 10% decline in assumed TCE rates, (ii) a 15% increase in assumed bunker fuel costs, and (iii) the loss of the Loan Parties' three largest charters (by revenue).
The 13-Week Cash Flow Forecast shall be updated and redelivered to the Agent on a rolling bi-weekly basis (concurrent with the bi-weekly status updates required by Section 3.2(c) of this Amendment) during the Extended Standstill Period.
EXHIBIT B
FORM OF OFFICER'S CERTIFICATE (Conditions Precedent — Section 5.1(c))
OFFICER'S CERTIFICATE
January 8, 2023
Reference is made to (i) the Senior Secured Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), Thalassa Americas Inc., a corporation organized under the laws of the State of Delaware ("TAI," and together with TSL, the "Loan Parties"), Nordbank International AG, as Administrative Agent and Collateral Agent (the "Agent"), and the lenders from time to time party thereto (the "Lenders"); (ii) the Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), among the Loan Parties and the Agent; and (iii) the First Amendment to Forbearance Agreement dated as of January 8, 2023 (the "Amendment"), among the Loan Parties and the Agent. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Amendment or, if not defined therein, in the Forbearance Agreement or the Credit Agreement, as applicable.
This Officer's Certificate is delivered pursuant to Section 5.1(c) of the Amendment. Each of the undersigned, in his capacity as an authorized officer of the respective Loan Party identified below, and not in his individual capacity, hereby certifies as follows:
1. Each of the representations and warranties of the Loan Parties set forth in Article IV of the Amendment is true and correct in all material respects as of the date hereof (except to the extent such representations and warranties expressly relate to a specific earlier date, in which case such representations and warranties are true and correct in all material respects as of such earlier date), and, with respect to any representation or warranty that is qualified by materiality, Material Adverse Effect, or a similar qualification, such representation or warranty is true and correct in all respects.
2. As of the date hereof, no Events of Default under the Credit Agreement have occurred and are continuing other than (a) the Specified Events of Default (as defined in the Forbearance Agreement and recited in Recital B of the Amendment) and (b) the Unsecured Notes Interest Default (as described in Section 4.5 of the Amendment).
3. Each Loan Party has taken all necessary corporate and organizational action to authorize the execution, delivery, and performance of the Amendment.
4. Since September 30, 2022, no Material Adverse Effect (as defined in the Credit Agreement) has occurred other than (a) the Specified Events of Default and (b) the decline in charter rates and fleet values previously disclosed to the Agent, including the decline in aggregate fleet valuation reflected in the Drakos Maritime Valuations Ltd. appraisal dated November 1, 2022.
5. The information delivered by the Loan Parties to the Agent in connection with the Amendment, including any financial information, is true, correct, and complete in all material respects as of the date of such delivery.
IN WITNESS WHEREOF, each of the undersigned has executed this Officer's Certificate as of the date first written above.
On behalf of THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME:
By: ________
Name: Georgios Andreadis
Title: Chief Executive Officer
On behalf of THALASSA AMERICAS INC.:
By: ________
Name: Marcus Hale
Title: President

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

FIRST AMENDMENT TO FORBEARANCE AGREEMENT

RECITALS

WHEREAS:

ARTICLE I

DEFINITIONS

ARTICLE II

AMENDMENTS TO THE FORBEARANCE AGREEMENT

ARTICLE III

MILESTONES AND DELIVERABLES

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

ARTICLE V

CONDITIONS PRECEDENT TO EFFECTIVENESS

ARTICLE VI

TERMINATION EVENTS

ARTICLE VII

RESERVATION OF RIGHTS

ARTICLE VIII

MISCELLANEOUS

LOAN PARTIES

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

THALASSA AMERICAS INC.

ACKNOWLEDGED AND CONSENTED TO BY THE AD HOC GROUP:

ADDITIONAL CONSENTING LENDERS:

Record

Parties

Dates

Amounts