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FORBEARANCE AGREEMENT

Calderwood & Harkness LLP — Annotated Copy

C&H Matter Number: 1044-00003

Date of Execution: October 10, 2022

ANNOTATIONS PREPARED: October 26–30, 2022

PREPARED BY: Amy Chesterton, Lead Associate, and Nathan Ikeda, Working Associate Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017

NOTATION: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY

NOTE: This Forbearance Agreement was executed on October 10, 2022, prior to Calderwood & Harkness LLP's engagement, which opened on October 25, 2022. The annotations contained herein were added post-engagement for the sole purpose of analyzing the terms of the Agreement, identifying risk items, evaluating the negotiating positions of the parties, and informing strategy with respect to any future extension of the forbearance or restructuring of the Credit Agreement obligations. All annotations are set apart from the agreement text and identified by the notation "[C&H Annotation]." This annotated copy is intended exclusively for internal use by the Calderwood & Harkness team and authorized representatives of the client.

FORBEARANCE AGREEMENT

Dated as of October 10, 2022

among

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, as Borrower,

THALASSA AMERICAS INC., as Co-Borrower,

NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent,

and

THE CONSENTING LENDERS PARTY HERETO

PREAMBLE

This FORBEARANCE AGREEMENT (this "Agreement"), dated as of October 10, 2022, is entered into by and among:

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME ("TSL" or the "Borrower"), a société anonyme organized and existing under the laws of the Hellenic Republic, registered with the Athens General Commercial Registry (Geniko Emboriko Mitroo), with its registered address at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (AFM): 998214763);

THALASSA AMERICAS INC. ("TAI" or the "Co-Borrower"), a C-Corporation organized and existing under the laws of the State of Delaware, with its principal office at 1400 McKinney Street, Suite 2200, Houston, TX 77010 (Employer Identification Number (EIN): 84-3291057), whose registered agent is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, DE 19801;

NORDBANK INTERNATIONAL AG ("Nordbank" or the "Administrative Agent"), an Aktiengesellschaft organized and existing under the laws of Switzerland, with its principal office at Bahnhofstrasse 78, 8001 Zürich, Switzerland, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement (as defined below); and

THE LENDERS PARTY HERETO (collectively, the "Consenting Lenders"), constituting lenders holding one hundred percent (100%) of the outstanding commitments and obligations under the Credit Agreement.

Each of TSL, TAI, the Administrative Agent, and the Consenting Lenders is sometimes referred to herein as a "Party" and collectively as the "Parties."

> [C&H Annotation — Chesterton]: Confirm that all nine syndicate lenders have executed. Review signature pages carefully. All nine must consent — no majority-lender override for forbearance of payment/financial covenant defaults under Section 10.01 of the Credit Agreement. Need to verify the unanimous consent requirement. Particular attention to the execution by Pelagos Institutional Credit Fund and Caspian Asset Management Ltd. as the two smallest holders, as they may have been the last to sign. Obtain executed counterparts from Nordbank's counsel to confirm all nine signatures are present.

RECITALS

WHEREAS:

A. The Borrower, the Co-Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Lenders") are parties to that certain Senior Secured Credit Agreement, dated as of June 15, 2019 (CUSIP (TLA): 87265BAA7) (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders made available to the Borrower and the Co-Borrower credit facilities in an aggregate principal amount of Six Hundred Eighty-Five Million Dollars ($685,000,000), consisting of (i) a Term Loan A facility in an aggregate original principal amount of Four Hundred Million Dollars ($400,000,000), amortizing in quarterly installments of Ten Million Dollars ($10,000,000), (ii) a Revolving Credit Facility in an aggregate commitment amount of Two Hundred Million Dollars ($200,000,000), and (iii) a U.S. Tranche term loan facility (the "Term Loan B") in an aggregate original principal amount of Eighty-Five Million Dollars ($85,000,000), which is non-amortizing with a bullet maturity. The original maturity date under the Credit Agreement is June 15, 2024. Borrowings under the Credit Agreement bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus three hundred seventy-five (375) basis points per annum, subject to a default rate increase as set forth in the Credit Agreement. The Credit Agreement is secured by first-priority liens on substantially all assets of the Borrower and the Co-Borrower, as more particularly described therein and in the related Loan Documents.

B. As of the date hereof, the following nine (9) Lenders hold commitments and outstanding loans under the Credit Agreement in the amounts set forth below, constituting one hundred percent (100%) of the aggregate commitments and outstanding obligations thereunder:

C. As of September 30, 2022, the aggregate outstanding principal indebtedness under the Credit Agreement is as follows:

(i) Term Loan A: Two Hundred Seventy Million Dollars ($270,000,000) (consisting of the original principal amount of $400,000,000 less $130,000,000 in amortization payments, representing thirteen (13) quarterly payments of $10,000,000 each, commencing with the payment due in the third quarter of 2019 through and including the payment due in the third quarter of 2022);

(ii) Revolving Credit Facility: One Hundred Eighty-Five Million Dollars ($185,000,000) drawn (of the $200,000,000 total commitment, with Fifteen Million Dollars ($15,000,000) remaining undrawn and available);

(iii) Term Loan B (U.S. Tranche): Eighty-Five Million Dollars ($85,000,000) (no amortization payments have been made; this facility matures on a bullet basis); and

(iv) Total aggregate outstanding principal: Five Hundred Forty Million Dollars ($540,000,000).

D. The Borrower has informed the Administrative Agent and the Lenders that the following events of default (collectively, the "Specified Defaults") have occurred and are continuing under the Credit Agreement:

(i) Minimum Liquidity Covenant Breach (September 15, 2022): The Credit Agreement requires that the Borrower maintain unrestricted cash and cash equivalents of not less than Forty Million Dollars ($40,000,000) at all times. As of September 15, 2022, the Borrower's unrestricted cash and cash equivalents totaled Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), resulting in a shortfall of Twelve Million Seven Hundred Thousand Dollars ($12,700,000) below the required minimum.

(ii) Maximum Net Leverage Ratio Breach (September 30, 2022): The Credit Agreement requires that the Borrower's Maximum Net Leverage Ratio not exceed 5.50 to 1.00 (5.50x) as of the last day of each fiscal quarter. As of September 30, 2022, the Borrower's Net Leverage Ratio was 7.82 to 1.00 (7.82x), calculated as Net Debt of Seven Hundred Seventy Million Nine Hundred Thousand Dollars ($770,900,000) divided by trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000).

(iii) Minimum Interest Coverage Ratio Breach (September 30, 2022): The Credit Agreement requires that the Borrower's Minimum Interest Coverage Ratio not be less than 2.50 to 1.00 (2.50x) as of the last day of each fiscal quarter. As of September 30, 2022, the Borrower's Interest Coverage Ratio was 1.74 to 1.00 (1.74x), calculated as trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000) divided by trailing twelve-month Interest Expense of Fifty-Six Million Seven Hundred Thousand Dollars ($56,700,000).

> [C&H Annotation — Ikeda]: The Specified Defaults are limited to these three financial covenant/liquidity breaches. Important: the forbearance does NOT cover any future defaults, including a potential cross-default triggered by the mezzanine notes ($112.3M outstanding with Dralvecen Mezzanine Capital LLC) or the $50M unsecured notes (8.25% Senior Unsecured Notes due 2025, Garrison Trust Company as indenture trustee). The missed December 1, 2022 interest payment on the unsecured notes ($2,062,500) would constitute a separate event of default. Need to monitor whether that default, once it occurs, triggers a cross-default under the Credit Agreement and whether the forbearance covers such cross-default. This is the single most significant near-term risk to the continued effectiveness of the forbearance. See detailed analysis at the C&H Summary Annotation Page at the end of this document.

E. The Borrower and the Co-Borrower have requested that the Consenting Lenders forbear from exercising their respective rights and remedies under the Credit Agreement, the other Loan Documents, and applicable law with respect to the Specified Defaults for the Forbearance Period (as defined herein) in order to permit the Parties to engage in good-faith negotiations regarding a consensual restructuring of the obligations arising under the Credit Agreement and the related Loan Documents. The Consenting Lenders are willing to agree to such forbearance, subject to the terms and conditions set forth in this Agreement.

F. The Parties acknowledge the following background with respect to the Borrower's current financial condition and the circumstances giving rise to the Specified Defaults:

(i) The global dry-bulk shipping market has experienced a severe and sustained decline in charter rates during 2022. The Baltic Dry Index (BDI) declined by approximately fifty-eight percent (58%) between January 2022 and September 2022, reflecting a broad-based deterioration in freight demand across the Capesize, Panamax, and Supramax segments.

(ii) As a direct consequence of the decline in charter rates, the Borrower's average daily time-charter equivalent (TCE) revenue declined from approximately $24,800 per vessel per day (FY2021 average) to approximately $11,200 per vessel per day (Q3 2022 average), representing a decline of approximately fifty-five percent (55%).

(iii) The Borrower's fleet, comprising fifty (50) vessels (38 dry-bulk carriers and 12 container vessels), was independently appraised at approximately Eight Hundred Ninety-One Million Dollars ($891,000,000) in January 2022. Owing to the decline in charter rates and secondhand vessel values, the Borrower has engaged Drakos Maritime Valuations Ltd. to conduct an updated independent fleet appraisal, which is expected to be delivered on or about November 1, 2022.

(iv) The Borrower's consolidated revenue for fiscal year 2022 is estimated at approximately Nine Hundred Eighty-Seven Million Euros (€987,000,000), a decline of approximately 30.5% from consolidated revenue of One Billion Four Hundred Twenty Million Euros (€1,420,000,000) in fiscal year 2021.

(v) The Co-Borrower's revenue for fiscal year 2022 is estimated at approximately One Hundred Ninety-Eight Million Dollars ($198,000,000), a decline of approximately 36.5% from revenue of Three Hundred Twelve Million Dollars ($312,000,000) in fiscal year 2021.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I — DEFINITIONS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

"Administrative Agent" means Nordbank International AG, in its capacity as administrative agent and collateral agent under the Credit Agreement and the other Loan Documents.

"Agreement" means this Forbearance Agreement, as it may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.

"Borrower" means Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic.

"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City, Glenrock Assurance, or Athens are authorized or required by law to remain closed.

"Co-Borrower" means Thalassa Americas Inc., a C-Corporation organized under the laws of the State of Delaware.

"Collateral" means the collateral securing the Obligations under the Credit Agreement, consisting of first-priority liens on (a) thirty-eight (38) dry-bulk carriers, (b) twelve (12) container vessels (together with the dry-bulk carriers, a total of fifty (50) vessels), (c) the Houston terminal lease, (d) all accounts receivable of the Borrower and the Co-Borrower, (e) all equity interests held by the Borrower in the Co-Borrower, and (f) all equity interests held by the Borrower or the Co-Borrower in each of the fourteen (14) vessel-owning special purpose vehicles, in each case as more particularly described in the Security Documents.

"Consenting Lenders" means, collectively, all nine (9) Lenders under the Credit Agreement, each of which is a signatory to this Agreement, and which collectively hold one hundred percent (100%) of the outstanding commitments and obligations under the Credit Agreement.

"Credit Agreement" means that certain Senior Secured Credit Agreement, dated as of June 15, 2019, among the Borrower, the Co-Borrower, the Administrative Agent, and the Lenders from time to time party thereto, as heretofore amended, restated, supplemented, or otherwise modified.

"Default Rate" means a rate of interest per annum equal to the sum of SOFR plus three hundred seventy-five (375) basis points plus an additional two hundred (200) basis points, for an aggregate rate of SOFR plus five hundred seventy-five (575) basis points.

"Effective Date" means the date on which all of the conditions precedent set forth in Section 7.01 have been satisfied or waived.

"Forbearance Period" means the period commencing on the Effective Date and ending on the Forbearance Termination Date.

"Forbearance Termination Date" means January 8, 2023, being the date that is ninety (90) days after October 10, 2022, unless the forbearance is earlier terminated pursuant to Section 4.01.

"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of June 15, 2019, by and between Nordbank International AG (in its capacity as first-lien agent) and Dralvecen Mezzanine Capital LLC (in its capacity as second-lien holder), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Loan Documents" has the meaning assigned to such term in the Credit Agreement, and includes, without limitation, the Credit Agreement, the Security Documents, the Guaranty Agreements, and each other document, instrument, or agreement executed in connection therewith.

"Material Adverse Change" means any event, circumstance, development, condition, or occurrence that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition, operations, or prospects of the Borrower or the Co-Borrower, (b) the ability of the Borrower or the Co-Borrower to perform its obligations under this Agreement, the Credit Agreement, or any other Loan Document, (c) the validity or enforceability of this Agreement, the Credit Agreement, or any other Loan Document, or (d) the rights and remedies of the Administrative Agent or any Lender under this Agreement, the Credit Agreement, or any other Loan Document, including the value, priority, or enforceability of the liens on the Collateral.

"Mezzanine Notes" means the One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of mezzanine notes (constituting second-lien indebtedness) issued by the Borrower and held by Dralvecen Mezzanine Capital LLC, consisting of the original principal amount of One Hundred Million Dollars ($100,000,000) plus Twelve Million Three Hundred Thousand Dollars ($12,300,000) in payment-in-kind (PIK) interest capitalized through September 30, 2022, bearing interest at a rate of 11.5% per annum on a PIK toggle basis, and maturing on December 15, 2024.

"Obligations" has the meaning assigned to such term in the Credit Agreement.

"Other Indebtedness" means, collectively, (a) the Unsecured Notes and (b) the Seventy-Six Million Four Hundred Thousand Dollar ($76,400,000) subordinated intercompany promissory note payable by the Co-Borrower to the Borrower.

"Required Lenders" has the meaning assigned to such term in the Credit Agreement.

"Specified Defaults" means, collectively, the three (3) events of default described in Recital D of this Agreement, namely: (i) the Minimum Liquidity Covenant breach that occurred on September 15, 2022, (ii) the Maximum Net Leverage Ratio breach that occurred on September 30, 2022, and (iii) the Minimum Interest Coverage Ratio breach that occurred on September 30, 2022, in each case as more particularly described on Exhibit A hereto.

"Total Debt" means the aggregate indebtedness of the Borrower and its consolidated subsidiaries (including the Co-Borrower), which as of September 30, 2022 was approximately Eight Hundred Forty-Seven Million Three Hundred Thousand Dollars ($847,300,000), comprising (a) senior secured indebtedness under the Credit Agreement of $540,000,000, (b) Mezzanine Notes of $112,300,000, (c) Unsecured Notes of $50,000,000, (d) subordinated intercompany note of $76,400,000, (e) trade payables of $38,700,000, and (f) other payables of $29,900,000.

"Unsecured Notes" means the Fifty Million Dollars ($50,000,000) in aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5), issued by the Borrower pursuant to that certain Indenture dated as of March 1, 2020, by and between the Borrower and Garrison Trust Company, located at 100 Wall Street, 16th Floor, New York, NY 10005, as indenture trustee.

> [C&H Annotation — Chesterton]: Note the Default Rate definition. During the Forbearance Period, default interest at SOFR + 575 bps continues to accrue. The agreement does NOT waive default interest — it only forbears from acceleration and enforcement. This is a significant ongoing cost. At $540M outstanding, the additional 200 bps of default interest equals approximately $10.8M annualized ($540M x 2.00%). For the 90-day Forbearance Period alone, the incremental default interest is approximately $2.7M. Will need to negotiate retroactive waiver of default interest in any eventual restructuring. The RSA should include a provision zeroing out all default interest accrued from and after the first Specified Default date (September 15, 2022). In Chapter 11, the ability to collect default interest on undersecured claims is highly doubtful under Genco Shipping & Trading Ltd. and general principles — use this as leverage.

Section 1.02 — Rules of Interpretation

(a) Unless the context otherwise requires, all terms defined in this Agreement shall have the meanings set forth herein when used in any certificate, report, or other document delivered pursuant hereto.

(b) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement.

(c) The words "hereof," "herein," "hereto," and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(d) References to "Sections," "Articles," "Exhibits," and "Schedules" are to Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified.

(e) The word "including" shall mean "including without limitation" and the word "or" is not exclusive.

(f) References to any statute, rule, or regulation shall include all amendments thereto and all successor statutes, rules, or regulations.

(g) References to any Person shall include such Person's successors and permitted assigns.

(h) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."

ARTICLE II — FORBEARANCE

Section 2.01 — Forbearance by Lenders

(a) Subject to the terms and conditions of this Agreement, during the Forbearance Period, each of the Consenting Lenders hereby agrees to forbear from exercising any of its rights and remedies under the Credit Agreement, any other Loan Document, or applicable law solely with respect to the Specified Defaults. Without limiting the generality of the foregoing, during the Forbearance Period, the Consenting Lenders agree that they shall not, solely by reason of the existence or continuance of the Specified Defaults: (i) accelerate the maturity of any Obligations under the Credit Agreement; (ii) declare any outstanding principal, interest, or other amounts under the Credit Agreement to be immediately due and payable; (iii) exercise any right of setoff against any deposit accounts or other property of the Borrower or the Co-Borrower; (iv) commence or continue any enforcement action with respect to the Collateral; (v) seek the appointment of a receiver; or (vi) exercise any other right or remedy available under the Credit Agreement, the Loan Documents, or applicable law arising solely from the Specified Defaults.

(b) The forbearance set forth in Section 2.01(a) is limited solely and exclusively to the Specified Defaults and does not extend to, and shall not be construed as extending to, any other existing or future default or event of default under the Credit Agreement, the Loan Documents, or any other agreement. For the avoidance of doubt, the forbearance hereunder does not apply to, and the Consenting Lenders expressly reserve all rights and remedies with respect to, any default or event of default that is not a Specified Default, including without limitation any cross-default arising from a default under the Mezzanine Notes, the Unsecured Notes, or any other indebtedness of the Borrower or the Co-Borrower.

> [C&H Annotation — Ikeda]: Critical limitation: forbearance applies ONLY to the three enumerated Specified Defaults. Any new default (including a potential cross-default arising from the anticipated missed unsecured note coupon on December 1, 2022) could terminate the forbearance. See Section 4.01(c) regarding Termination Events. The narrow scope of the forbearance is standard in these situations, but the practical risk is elevated here given the near-certainty of the unsecured note default. We must immediately analyze whether the Credit Agreement's cross-default clause has a threshold amount that would exclude the $2,062,500 missed coupon, or whether default under the Unsecured Notes Indenture itself (regardless of amount) triggers a cross-default. Many credit agreements use a materiality threshold (e.g., $10M or $25M of defaulted debt), but the threshold would likely be measured by the principal amount of the Unsecured Notes ($50M), not the missed coupon amount.

Section 2.02 — Reservation of Rights

(a) Except as expressly set forth in Section 2.01, the Administrative Agent and each Consenting Lender hereby expressly reserve all of their respective rights and remedies under the Credit Agreement, the other Loan Documents, this Agreement, and applicable law, and nothing in this Agreement shall be deemed to constitute a waiver, release, or modification of any such rights and remedies.

(b) The forbearance set forth in this Article II shall not constitute a waiver of the Specified Defaults or any other default or event of default, whether existing on the date hereof or arising hereafter. The Specified Defaults shall continue to exist for all purposes under the Credit Agreement and the other Loan Documents, including without limitation for purposes of (i) determining the Default Rate applicable to outstanding Obligations, (ii) restricting the availability of any undrawn commitments under the Revolving Credit Facility, (iii) determining whether conditions to any borrowing, conversion, or continuation have been satisfied, and (iv) triggering any covenant or obligation that arises upon or during the continuance of an event of default.

(c) Nothing in this Agreement shall be deemed to obligate any Consenting Lender to make any new loans, extend any additional credit, or fund any revolver draws during the Forbearance Period.

Section 2.03 — No Obligation to Extend

(a) The Consenting Lenders have no obligation, express or implied, to extend the Forbearance Period beyond January 8, 2023, or to enter into any additional forbearance agreement.

(b) Any extension of the Forbearance Period must be agreed upon in writing, signed by the Borrower, the Co-Borrower, the Administrative Agent, and all Consenting Lenders (unanimous consent being required).

(c) The Borrower and the Co-Borrower acknowledge and agree that they shall have no right to compel or require any extension of the Forbearance Period and that each Consenting Lender retains sole and absolute discretion to determine whether to agree to any such extension, regardless of the circumstances.

> [C&H Annotation — Chesterton]: Unanimous consent required for any extension — not just Required Lenders. This gives each individual lender (including Pelagos Institutional Credit Fund at $26M, the smallest member of the syndicate) a blocking right on extensions. The Ad Hoc Group (Nordbank ($137M), Harborstone Bank ($95M), Triton Credit Partners ($68M), and Continental Maritime Lending ($72M), collectively holding $372M or 54.3% of the $685M facility) will likely drive extension negotiations through their counsel, Whitfield, Crane & Burgess LLP (Graham Whitfield III, partner). Need to establish dialogue with WCB early. However, smaller lenders outside the Ad Hoc Group — Aegean Capital Bank ($110M), Pacifica Trade Finance ($82M), Laurentian Shipping Fund II ($55M), Caspian Asset Management ($40M), and Pelagos ($26M) — collectively hold $313M or 45.7% and should not be ignored. Any single holdout can block an extension. Our engagement strategy should include bilateral outreach to every non-Ad Hoc Group lender.

ARTICLE III — COVENANTS AND INFORMATION UNDERTAKINGS

Section 3.01 — Affirmative Covenants During Forbearance Period

During the Forbearance Period, each of the Borrower and the Co-Borrower hereby covenants and agrees that it shall:

(a) continue to comply with all covenants and obligations under the Credit Agreement and the other Loan Documents, other than the financial covenants and liquidity covenant the breach of which constitutes the Specified Defaults (for the avoidance of doubt, the Borrower's failure to satisfy the Minimum Liquidity Covenant, the Maximum Net Leverage Ratio, and the Minimum Interest Coverage Ratio shall not constitute additional defaults during the Forbearance Period solely to the extent such failures constitute continuations of the Specified Defaults and do not represent new or different covenant breaches);

(b) continue to make all scheduled interest payments on the Obligations at the applicable rate, which, during the continuance of the Specified Defaults, shall be the Default Rate (i.e., SOFR plus five hundred seventy-five (575) basis points), as and when due under the Credit Agreement, including without limitation all interest payments due on the Term Loan A, the Revolving Credit Facility, and the Term Loan B;

(c) continue to make all scheduled amortization payments on the Term Loan A in the amount of Ten Million Dollars ($10,000,000) per quarter, as and when due under the Credit Agreement;

(d) maintain all Collateral in good condition and repair, and maintain in full force and effect all insurance coverage required under the Credit Agreement and the other Loan Documents, including without limitation hull and machinery insurance, protection and indemnity (P&I) club coverage, general liability insurance, and such other insurance as required by the Security Documents, in each case with respect to all fifty (50) vessels and the Houston terminal;

(e) operate its business in the ordinary course consistent with past practice and take all commercially reasonable actions to preserve its business relationships, assets, and value;

(f) not make any intercompany payments, dividends, distributions, or other transfers to any affiliate (including, without limitation, any payments on account of the subordinated intercompany promissory note in the amount of $76,400,000 from the Co-Borrower to the Borrower, or any dividends or distributions from the Co-Borrower upstream to the Borrower) without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders); and

(g) maintain adequate staffing and management of the vessels and shore-side operations, and not terminate or modify the employment of any senior officer or director of the Borrower or the Co-Borrower without prior written notice to the Administrative Agent.

> [C&H Annotation — Ikeda]: Section 3.01(f) — the intercompany payment restriction effectively blocks any payments on the $76.4M subordinated intercompany note from TAI to TSL, as well as dividends from TAI upstream to TSL. This could create cash-flow tension within the corporate structure. TAI is the U.S. operating entity with its own revenue stream ($198M estimated FY2022), and cash generated at the TAI level cannot be upstreamed to TSL (where the primary debt obligations are concentrated) without lender consent. Need to discuss with Irini Dalakoura (CFO, TSL) and Diana Restrepo (VP Finance, TAI) to understand the intercompany cash-flow dynamics and whether TAI can operate within this constraint. Also note that certain vessel-owning SPVs may remit charter hire proceeds through TAI — need to trace cash-flow routing to ensure no inadvertent breach.

Section 3.02 — Information Undertakings

During the Forbearance Period, the Borrower and the Co-Borrower shall deliver, or cause to be delivered, to the Administrative Agent (for distribution to the Consenting Lenders) the following reports, statements, and information:

(a) Weekly Liquidity Reports. Not later than 5:00 PM (Eastern Standard Time) on each Monday during the Forbearance Period (or if such Monday is not a Business Day, the next succeeding Business Day), a cash balance and liquidity report, certified by the Chief Financial Officer of the Borrower or the Vice President of Finance of the Co-Borrower (as applicable), showing: (i) the aggregate unrestricted cash and cash equivalents of the Borrower and the Co-Borrower (on both a consolidated and entity-level basis), (ii) the aggregate restricted cash of the Borrower and the Co-Borrower (with a description of the nature of each restriction), (iii) the available and undrawn capacity under the Revolving Credit Facility (subject to any suspension of availability during the continuance of an event of default), and (iv) a four-week forward cash flow forecast prepared in reasonable detail.

(b) Monthly Financial Statements. Within fifteen (15) days after the end of each calendar month during the Forbearance Period, unaudited consolidated financial statements of the Borrower and the Co-Borrower, consisting of a balance sheet, income statement, and statement of cash flows, together with a brief narrative discussion of material variances from the prior month and from budget, in each case prepared in accordance with International Financial Reporting Standards (IFRS) for the Borrower and United States Generally Accepted Accounting Principles (U.S. GAAP) for the Co-Borrower.

(c) Updated Fleet Appraisal. Within thirty (30) days of the Effective Date (i.e., by November 9, 2022), an updated independent fleet appraisal from a nationally recognized maritime appraiser acceptable to the Administrative Agent, covering all fifty (50) vessels comprising the Collateral, setting forth the appraised fair market value of each vessel on both a charter-free and charter-attached basis.

(d) Restructuring Progress Reports. On a bi-weekly basis (i.e., every other Friday, commencing with the second Friday following the Effective Date), a written report to the Administrative Agent on the status of restructuring negotiations, including: (i) a summary of any proposals made or received, (ii) a description of the engagement and retention of financial and legal advisors, (iii) a description of any material developments in the Borrower's business or financial condition, and (iv) a timeline for anticipated milestones in the restructuring process.

(e) 13-Week Cash Flow Model. Within twenty (20) days of the Effective Date (i.e., by October 30, 2022), a rolling thirteen-week cash flow model, prepared by the Borrower's financial advisor in consultation with the Borrower's management, in form and substance reasonably satisfactory to the Administrative Agent. Such model shall be updated on a bi-weekly basis (with each update extending the forecast period to maintain a rolling thirteen-week horizon) and shall reflect all material assumptions regarding vessel earnings, operating expenses, capital expenditures, debt service obligations, and other cash flows.

(f) Notification of New Defaults. Prompt written notice (and in no event later than two (2) Business Days after any officer of the Borrower or the Co-Borrower becomes aware thereof) of (i) any new default or event of default under the Credit Agreement, (ii) any default or event of default under the Mezzanine Notes, the Unsecured Notes, or the indenture or other agreement governing any other material indebtedness of the Borrower or the Co-Borrower, and (iii) any event or circumstance that could reasonably be expected to result in a Material Adverse Change, together with a certificate of the Chief Financial Officer of the Borrower describing such event and the actions the Borrower proposes to take in response thereto.

> [C&H Annotation — Chesterton]: The information undertakings are extensive and will impose significant operational burden on TSL and TAI management. The fleet appraisal obligation (Section 3.02(c)) is significant — Drakos Maritime Valuations Ltd. (Captain Nikos Drakos) has already been engaged, and the November 1, 2022 appraisal is expected to show fleet value at approximately $623M, down from $891M in January 2022 — a decline of approximately $268M or 30.1%. This creates a significant cushion question: senior secured debt is $540M against approximately $623M of fleet value, suggesting approximately $83M of equity cushion in the collateral on a charter-free basis, but the equity cushion narrows substantially on an enterprise value basis. Kensington Veltrian Partners (James Calloway) is estimating total enterprise value of $580M–$640M. The midpoint ($610M) would imply the senior secured lenders are just barely covered, with essentially no recovery for the mezzanine, unsecured, and intercompany creditors. The 13-week cash flow model requirement (Section 3.02(e)) should be coordinated with KHP's engagement scope — KHP has already begun preliminary work on the model and expects delivery by October 29, 2022, one day ahead of the contractual deadline.

Section 3.03 — Negative Covenants During Forbearance Period

During the Forbearance Period, neither the Borrower nor the Co-Borrower shall, without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders):

(a) incur, create, assume, guarantee, or otherwise become liable for any indebtedness (whether for borrowed money, by way of capital lease, purchase money financing, or otherwise), other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice;

(b) create, incur, assume, or permit to exist any lien, security interest, encumbrance, or charge upon any of the Collateral (other than liens permitted under the Credit Agreement as in effect on the date hereof);

(c) sell, transfer, lease, license, assign, convey, or otherwise dispose of any Collateral or any material asset of the Borrower or the Co-Borrower (other than the sale of inventory in the ordinary course of business consistent with past practice and the disposition of worn, obsolete, or surplus equipment in the ordinary course of business for fair market value);

(d) make or commit to make any capital expenditure or series of related capital expenditures in an aggregate amount exceeding Two Million Dollars ($2,000,000) during the Forbearance Period;

(e) make any payment (whether of principal, interest, fees, or otherwise) on or in respect of the Mezzanine Notes, the Unsecured Notes, or the subordinated intercompany note from the Co-Borrower to the Borrower, other than regularly scheduled payments of interest on the Unsecured Notes to the extent such payments are funded from unrestricted cash in excess of the Minimum Liquidity requirement and the Co-Borrower's operating needs;

(f) enter into, modify, or amend any transaction or agreement with any affiliate of the Borrower or the Co-Borrower (including any officer, director, shareholder, or related party), other than transactions in the ordinary course of business on arm's-length terms and at fair market value; or

(g) commence, consent to, or fail to timely contest any insolvency proceeding, including any proceeding under Chapter 11, Chapter 7, or Chapter 15 of the United States Bankruptcy Code (Title 11 of the United States Code), any proceeding under Greek Law 4738/2020 (as amended), or any analogous proceeding under the laws of any other jurisdiction, without providing not less than ten (10) Business Days' prior written notice to the Administrative Agent (with a copy to counsel for the Ad Hoc Group), such notice to specify the proposed jurisdiction, the entities to be included in such proceeding, the anticipated filing date, and a summary of the relief to be sought.

> [C&H Annotation — Chesterton]: Section 3.03(g) — the 10-business-day notice requirement before any insolvency filing is unusual and potentially problematic. While it does not technically prohibit a filing (which would likely be unenforceable as a matter of public policy under Section 541(c)(1) of the Bankruptcy Code and related case law — see In re Hunn, In re Integrated Telecom Express, Inc.), the notice period could compromise the element of surprise in a filing and allow Lenders to take aggressive action. Specifically, during a 10-business-day window, the Administrative Agent or individual lenders could: (i) arrest foreign-flag vessels in jurisdictions outside the reach of the U.S. automatic stay; (ii) exercise setoff rights against deposit accounts held at Nordbank or other syndicate member institutions; (iii) seek the appointment of receivers in foreign jurisdictions; or (iv) terminate or draw on any standby letters of credit. Need to advise the client on the practical implications and consider whether to negotiate deletion or reduction of this provision in any extension. Also note this covers both U.S. Chapter 11 (for TAI, venue would be the United States Bankruptcy Court for the Southern District of Texas, Houston Division, given TAI's principal office location at 1400 McKinney Street, Houston) and Greek proceedings under Law 4738/2020 (for TSL). Coordinate with Alexandros Vassiliou (Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece) regarding Greek filing strategy and vessel protection measures under Hellenic law.

> [C&H Annotation — Ikeda]: Section 3.03(c) — the asset sale restriction is broad and could impede liquidity generation. TSL may need to sell older vessels to generate cash to fund operations and maintain minimum liquidity. Any restructuring plan will likely involve asset dispositions. In our Chapter 11 contingency plan, asset sales of six (6) older dry-bulk carriers (average age approximately 18 years, estimated aggregate proceeds of approximately $72M based on preliminary Drakos indications) are contemplated as part of a deleveraging strategy. Under the current forbearance, these sales would require consent of the Administrative Agent acting at the direction of the Required Lenders. Will need either (i) a specific carve-out for designated vessel sales in any forbearance extension, or (ii) rely on Section 363 sale authority in a Chapter 11 case (where the automatic stay would override the contractual restriction). In either event, the Intercreditor Agreement will require analysis to determine the waterfall for disposition proceeds.

Section 3.04 — Engagement of Advisors

(a) The Borrower shall, within fifteen (15) days of the Effective Date (i.e., by no later than October 25, 2022), retain (i) restructuring counsel with recognized expertise in U.S. bankruptcy law and cross-border insolvency matters, and (ii) an independent financial advisor with experience in maritime and shipping industry restructurings to prepare the 13-week cash flow model required by Section 3.02(e) and to advise the Borrower on restructuring alternatives.

(b) The Borrower shall promptly communicate the identities and qualifications of such advisors to the Administrative Agent in writing. The Consenting Lenders shall have the right to object to any proposed advisor within five (5) Business Days of receipt of such notice, provided that any such objection shall be in writing and shall set forth the specific basis for the objection.

(c) If any Consenting Lender objects to a proposed advisor and such objection is not resolved within three (3) Business Days, the Borrower and the Administrative Agent shall use commercially reasonable efforts to agree on a mutually acceptable replacement advisor.

> [C&H Annotation — Ikeda]: The deadline for retaining counsel coincides with C&H's engagement date (October 25, 2022). C&H's engagement satisfies Section 3.04(a)(i). Kensington Veltrian Partners LLC (James Calloway, Managing Director, 300 Park Avenue, 12th Floor, New York, NY 10022) has been retained as financial advisor, satisfying Section 3.04(a)(ii). Need to confirm notification to Nordbank regarding both engagements — suggest a joint notification letter from C&H and KHP, delivered to Henrik Lüdemann at Nordbank and copied to Graham Whitfield III at WCB. Also note: the Ad Hoc Group has engaged Whitfield, Crane & Burgess LLP (Graham Whitfield III) as legal counsel and Draycott Advisory Group LLC (Vanessa Chow, Managing Director) as financial advisor. GH&A (Grainger, Holt & Associates LLP, Malcolm Holt, lead engagement partner) serves as TSL's auditor and accounting advisor; their engagement predates the forbearance and is not subject to Section 3.04.

ARTICLE IV — TERMINATION

Section 4.01 — Termination Events

The forbearance set forth in Article II shall automatically and immediately terminate, without further notice, demand, or other action by the Administrative Agent or any Consenting Lender, upon the earliest to occur of any of the following events (each, a "Termination Event"):

(a) Expiration of Forbearance Period. January 8, 2023, being the date that is ninety (90) calendar days after October 10, 2022, unless the Forbearance Period is extended in writing in accordance with Section 2.03.

(b) Breach of Forbearance Agreement. Any breach by the Borrower or the Co-Borrower of any representation, warranty, covenant, or other obligation set forth in this Agreement, including without limitation any failure to comply with the affirmative covenants set forth in Section 3.01, the information undertakings set forth in Section 3.02, the negative covenants set forth in Section 3.03, or the advisor engagement requirements set forth in Section 3.04.

(c) New Default. The occurrence of any default or event of default under the Credit Agreement other than the Specified Defaults, including without limitation (i) any payment default (other than the continuation of any payment default that was already a Specified Default as of the Effective Date), (ii) any breach of a covenant or obligation under the Credit Agreement that is not a Specified Default, and (iii) any cross-default arising from a default or event of default under the Mezzanine Notes, the Unsecured Notes, or any other material indebtedness of the Borrower or the Co-Borrower in excess of the applicable threshold amount specified in the Credit Agreement.

(d) Insolvency Filing Without Notice. The commencement by or against the Borrower, the Co-Borrower, or any material subsidiary of any insolvency proceeding (including any proceeding under Chapter 11, Chapter 7, or Chapter 15 of the United States Bankruptcy Code, any proceeding under Greek Law 4738/2020, or any analogous proceeding under the laws of any jurisdiction) without compliance by the Borrower or the Co-Borrower with the ten (10) Business Day prior written notice requirement set forth in Section 3.03(g); provided that the commencement of an involuntary proceeding against the Borrower or the Co-Borrower by a third party (other than any Consenting Lender) shall not constitute a Termination Event so long as such involuntary proceeding is contested in good faith and dismissed within sixty (60) days after the filing thereof.

(e) Material Adverse Change. The occurrence of any event, circumstance, or condition that, in the reasonable judgment of the Administrative Agent (acting at the direction of the Required Lenders), constitutes a Material Adverse Change in the financial condition, business, operations, assets, or prospects of the Borrower or the Co-Borrower.

(f) Failure to Engage Advisors. The failure by the Borrower to retain restructuring counsel and an independent financial advisor within the time periods specified in Section 3.04, unless such time periods are extended in writing by the Administrative Agent.

(g) Lien Impairment. Any material impairment, loss, subordination, or diminution of the Administrative Agent's liens on or security interests in the Collateral, including without limitation (i) any lien that is avoided, set aside, or re-characterized by a court of competent jurisdiction, (ii) any failure to maintain insurance on the Collateral as required by the Credit Agreement, or (iii) any casualty, arrest, seizure, or condemnation of any vessel that is not restored, replaced, or remedied within thirty (30) days.

(h) Failure to Deliver Information. The failure by the Borrower or the Co-Borrower to timely deliver any report, financial statement, cash flow model, appraisal, or other information required to be delivered pursuant to Section 3.02, and such failure continues for three (3) Business Days after written notice from the Administrative Agent.

> [C&H Annotation — Chesterton]: CRITICAL RISK — Section 4.01(c): The "New Default" termination trigger is extremely broad and presents the single most significant near-term risk to the continued effectiveness of the forbearance. Here is the specific concern: The next scheduled interest payment on the Unsecured Notes (8.25% Senior Unsecured Notes due 2025) is due December 1, 2022, in the amount of $2,062,500 (calculated as $50,000,000 x 8.25% / 2 = $2,062,500 semi-annual coupon). Based on current liquidity projections, TSL will not have sufficient unrestricted cash to make this payment while maintaining operations and complying with other Forbearance Agreement obligations. The Unsecured Notes Indenture with Garrison Trust Company likely provides a 30-day grace period for missed interest payments, which would expire on or about January 1, 2023. At that point, a default under the Unsecured Notes Indenture would be triggered. If the Credit Agreement contains a cross-default provision triggered by defaults under other material indebtedness (which it almost certainly does — the $50M principal amount of the Unsecured Notes would exceed any standard materiality threshold, which is typically in the range of $10M–$25M), this would constitute a "New Default" under Section 4.01(c), AUTOMATICALLY TERMINATING the forbearance approximately one week before the January 8, 2023 expiration date. URGENT ACTION ITEMS: (1) Must review the cross-default provisions of the Credit Agreement (likely Section 8.01(e) or similar) immediately and determine the precise trigger mechanism, cure periods, and threshold amounts. (2) If the analysis confirms the cross-default risk, we must approach WCB (Graham Whitfield III) and Nordbank (Henrik Lüdemann) BEFORE December 1, 2022, to negotiate either (i) an amendment to this Agreement expanding the Specified Defaults to include any cross-default arising from the Unsecured Notes, or (ii) a side letter or consent from the Consenting Lenders waiving their right to terminate the forbearance based on such cross-default.

> [C&H Annotation — Ikeda]: Section 4.01(e): The "Material Adverse Change" (MAC) termination trigger is subjective — it requires only the "reasonable judgment of the Administrative Agent (acting at the direction of the Required Lenders)." The standard of review is NOT "good faith" or "commercially reasonable" — it is the broader "reasonable judgment" standard, which gives the Lenders significantly more latitude. The upcoming Drakos appraisal (expected November 1, 2022) showing fleet value at approximately $623M (down from $891M in January 2022, a decline of $268M or 30.1%) could arguably be characterized as a MAC if the Lenders wished to invoke this provision. However, the fleet decline substantially predates the execution of this Forbearance Agreement on October 10, 2022, and is arguably "baked in" to the parties' expectations at the time of execution. The background recitals in Recital F expressly reference the decline in charter rates and vessel values, which supports an argument that the parties entered into the forbearance with full knowledge of the deteriorating market conditions. Still, further deterioration in charter rates or vessel values beyond what was known as of October 10, 2022 could be cited by the Lenders as a "new" MAC. Monitor the Baltic Dry Index (BDI) closely — any further material decline below September 2022 levels could increase MAC termination risk. Also monitor individual vessel charter expirations and renewals for adverse developments.

Section 4.02 — Effect of Termination

Upon the occurrence of a Termination Event and the termination of the forbearance set forth in Article II:

(a) The Administrative Agent and each Consenting Lender shall be free to exercise, without further notice or demand, all of their respective rights and remedies under the Credit Agreement, the other Loan Documents, this Agreement, and applicable law, including without limitation: (i) acceleration of all outstanding Obligations under the Credit Agreement (aggregate principal of Five Hundred Forty Million Dollars ($540,000,000), plus all accrued and unpaid interest (including default interest), fees, expenses, and other amounts owing thereunder); (ii) enforcement of liens on the Collateral, including by way of foreclosure, judicial sale, private sale, or the exercise of any power of sale under applicable law; (iii) exercise of any right of setoff against any funds on deposit with any Consenting Lender or any affiliate thereof; (iv) pursuit of all claims against the Borrower and the Co-Borrower under the Guaranty Agreements and any other Loan Documents; and (v) any other remedy available at law or in equity.

(b) Default interest at the Default Rate (SOFR plus five hundred seventy-five (575) basis points) shall continue to accrue on all outstanding Obligations (and shall be deemed to have accrued on a continuous basis throughout the Forbearance Period). For the avoidance of doubt, the forbearance set forth in Article II did not at any time constitute a waiver of the right to collect or recover default interest.

(c) The Borrower and the Co-Borrower acknowledge and agree that, upon termination of the forbearance, the Administrative Agent and the Consenting Lenders may arrest or detain any or all of the vessels constituting Collateral in any jurisdiction in which such vessels may be found, consistent with applicable maritime law (including the International Convention Relating to the Arrest of Sea-Going Ships, 1952, the International Convention on Arrest of Ships, 1999, and applicable domestic maritime arrest statutes), and may apply to any court of competent jurisdiction for the appointment of receivers over any or all of the Collateral.

(d) All obligations of the Borrower and the Co-Borrower under this Agreement, including without limitation the obligation to reimburse fees and expenses under Section 6.02, shall survive the termination of the forbearance.

> [C&H Annotation — Chesterton]: Section 4.02(c) — vessel arrest risk is a major concern and must be central to our contingency planning. TSL operates its fleet across the Mediterranean basin, the Black Sea, transatlantic trade lanes, and portions of the Indian Ocean and Southeast Asian routes. Individual lenders (or Nordbank as Administrative Agent) could seek arrest of vessels in multiple foreign jurisdictions simultaneously upon termination of the forbearance. Key vessel arrest risks include: (i) arrest in Greek ports under Greek procedural law — TSL's home jurisdiction, where approximately 6–8 vessels are typically present at any time; (ii) arrest in UK ports under the Senior Courts Act 1981 (admiralty jurisdiction); (iii) arrest in Singapore, a major bunkering and crew-change port; and (iv) arrest in the UAE (Fujairah/Dubai), where TSL vessels frequently call. In a Chapter 11 scenario, the automatic stay (Section 362 of the Bankruptcy Code) would protect U.S.-based assets (principally the Houston terminal and any vessels in U.S. waters), but the automatic stay does not extend extraterritorially with respect to foreign-flag vessels in foreign ports — see In re Hanjin Shipping Co., Ltd. (Ch. 15 recognition may provide some protection, but enforcement is jurisdiction-dependent). Need to coordinate with Alexandros Vassiliou (Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece) on Greek and broader European vessel arrest exposure. Also need to identify which vessels have the highest arrest risk based on trade patterns and develop a vessel positioning strategy that minimizes exposure in high-risk jurisdictions during any pre-filing period.

Section 4.03 — No Waiver of Termination Rights

No failure or delay by the Administrative Agent or any Consenting Lender in exercising any right to terminate the forbearance pursuant to Section 4.01 shall operate as a waiver thereof, and no single or partial exercise of any such right shall preclude any further exercise thereof or the exercise of any other right. All rights of the Administrative Agent and the Consenting Lenders under this Article IV are cumulative and not exclusive of any other rights provided by law or under the Credit Agreement or the other Loan Documents.

ARTICLE V — REPRESENTATIONS AND WARRANTIES

Section 5.01 — Representations and Warranties of the Borrower and the Co-Borrower

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

(a) Organization and Good Standing. The Borrower is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic. The Co-Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, including the State of Texas.

(b) Corporate Power and Authority. Each of the Borrower and the Co-Borrower has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.

(c) Due Authorization. The execution, delivery, and performance by each of the Borrower and the Co-Borrower of this Agreement have been duly authorized by all necessary corporate action on the part of such Party, including approval by the board of directors (or equivalent governing body) of each such Party. Certified copies of the relevant board resolutions have been or will be delivered to the Administrative Agent.

(d) No Conflict. The execution, delivery, and performance of this Agreement by the Borrower and the Co-Borrower do not and will not (i) violate the organizational documents of the Borrower or the Co-Borrower, (ii) conflict with, result in a breach of, or constitute a default under any material agreement, instrument, or obligation to which the Borrower or the Co-Borrower is a party or by which any of their respective assets are bound, or (iii) violate any applicable law, rule, regulation, or order.

(e) Sole Existing Defaults. The Specified Defaults are the only existing defaults or events of default under the Credit Agreement or any other Loan Document as of the date hereof. Neither the Borrower nor the Co-Borrower is aware of any facts or circumstances that could reasonably be expected to give rise to any additional default or event of default under the Credit Agreement.

(f) No Insolvency Proceedings. No insolvency proceeding (including any proceeding under Chapter 11, Chapter 7, or Chapter 15 of the United States Bankruptcy Code, any proceeding under Greek Law 4738/2020, or any analogous proceeding under the laws of any other jurisdiction) has been commenced by or against the Borrower, the Co-Borrower, or any material subsidiary, and neither the Borrower nor the Co-Borrower is contemplating or has taken any steps preliminary to any such proceeding as of the date hereof.

(g) Accuracy of Information. All financial and other information heretofore provided by the Borrower or the Co-Borrower to the Administrative Agent or any Consenting Lender in connection with this Agreement, the Specified Defaults, or the restructuring discussions is true, complete, and accurate in all material respects as of the date such information was furnished. Neither the Borrower nor the Co-Borrower has withheld any material information that a reasonable lender would consider relevant to its decision to enter into this Agreement.

(h) No Unauthorized Liens. No liens, security interests, or other encumbrances exist on any of the Collateral other than those expressly permitted under the Credit Agreement and the Security Documents, including the first-priority liens in favor of the Administrative Agent and the second-priority liens in favor of Dralvecen Mezzanine Capital LLC under the Mezzanine Notes and the Intercreditor Agreement.

(i) Insurance. All insurance required to be maintained under the Credit Agreement and the Security Documents is in full force and effect as of the date hereof, including hull and machinery insurance, protection and indemnity (P&I) club coverage, and general liability insurance, in each case covering all fifty (50) vessels and the Houston terminal. Such insurance is arranged through Seaward & Beckett Insurance Brokers Ltd., 71 Fenchurch Street, London EC3M 4BS, United Kingdom (contact: Ian Beckett, Senior Broker), and all premiums thereon are current.

(j) Total Debt. The Total Debt of the Borrower and its consolidated subsidiaries (including the Co-Borrower) as of September 30, 2022, is approximately Eight Hundred Forty-Seven Million Three Hundred Thousand Dollars ($847,300,000), as set forth in the definition of "Total Debt" in Section 1.01.

> [C&H A

FORBEARANCE AGREEMENT
Calderwood & Harkness LLP — Annotated Copy
C&H Matter Number: 1044-00003
Date of Execution: October 10, 2022
ANNOTATIONS PREPARED: October 26–30, 2022
PREPARED BY: Amy Chesterton, Lead Associate, and Nathan Ikeda, Working Associate Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
NOTATION: PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT — FOR INTERNAL USE ONLY
NOTE: This Forbearance Agreement was executed on October 10, 2022, prior to Calderwood & Harkness LLP's engagement, which opened on October 25, 2022. The annotations contained herein were added post-engagement for the sole purpose of analyzing the terms of the Agreement, identifying risk items, evaluating the negotiating positions of the parties, and informing strategy with respect to any future extension of the forbearance or restructuring of the Credit Agreement obligations. All annotations are set apart from the agreement text and identified by the notation "[C&H Annotation]." This annotated copy is intended exclusively for internal use by the Calderwood & Harkness team and authorized representatives of the client.
FORBEARANCE AGREEMENT
Dated as of October 10, 2022
among
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME, as Borrower,
THALASSA AMERICAS INC., as Co-Borrower,
NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent,
and
THE CONSENTING LENDERS PARTY HERETO
PREAMBLE
This FORBEARANCE AGREEMENT (this "Agreement"), dated as of October 10, 2022, is entered into by and among:
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME ("TSL" or the "Borrower"), a société anonyme organized and existing under the laws of the Hellenic Republic, registered with the Athens General Commercial Registry (Geniko Emboriko Mitroo), with its registered address at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (AFM): 998214763);
THALASSA AMERICAS INC. ("TAI" or the "Co-Borrower"), a C-Corporation organized and existing under the laws of the State of Delaware, with its principal office at 1400 McKinney Street, Suite 2200, Houston, TX 77010 (Employer Identification Number (EIN): 84-3291057), whose registered agent is Capitol Registered Agents LLC, located at 1209 Orange Street, Wilmington, DE 19801;
NORDBANK INTERNATIONAL AG ("Nordbank" or the "Administrative Agent"), an Aktiengesellschaft organized and existing under the laws of Switzerland, with its principal office at Bahnhofstrasse 78, 8001 Zürich, Switzerland, in its capacity as Administrative Agent and Collateral Agent under the Credit Agreement (as defined below); and
THE LENDERS PARTY HERETO (collectively, the "Consenting Lenders"), constituting lenders holding one hundred percent (100%) of the outstanding commitments and obligations under the Credit Agreement.
Each of TSL, TAI, the Administrative Agent, and the Consenting Lenders is sometimes referred to herein as a "Party" and collectively as the "Parties."
> [C&H Annotation — Chesterton]: Confirm that all nine syndicate lenders have executed. Review signature pages carefully. All nine must consent — no majority-lender override for forbearance of payment/financial covenant defaults under Section 10.01 of the Credit Agreement. Need to verify the unanimous consent requirement. Particular attention to the execution by Pelagos Institutional Credit Fund and Caspian Asset Management Ltd. as the two smallest holders, as they may have been the last to sign. Obtain executed counterparts from Nordbank's counsel to confirm all nine signatures are present.
RECITALS
WHEREAS:
A. The Borrower, the Co-Borrower, the Administrative Agent, and the lenders from time to time party thereto (the "Lenders") are parties to that certain Senior Secured Credit Agreement, dated as of June 15, 2019 (CUSIP (TLA): 87265BAA7) (as heretofore amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), pursuant to which the Lenders made available to the Borrower and the Co-Borrower credit facilities in an aggregate principal amount of Six Hundred Eighty-Five Million Dollars ($685,000,000), consisting of (i) a Term Loan A facility in an aggregate original principal amount of Four Hundred Million Dollars ($400,000,000), amortizing in quarterly installments of Ten Million Dollars ($10,000,000), (ii) a Revolving Credit Facility in an aggregate commitment amount of Two Hundred Million Dollars ($200,000,000), and (iii) a U.S. Tranche term loan facility (the "Term Loan B") in an aggregate original principal amount of Eighty-Five Million Dollars ($85,000,000), which is non-amortizing with a bullet maturity. The original maturity date under the Credit Agreement is June 15, 2024. Borrowings under the Credit Agreement bear interest at a rate equal to the Secured Overnight Financing Rate ("SOFR") plus three hundred seventy-five (375) basis points per annum, subject to a default rate increase as set forth in the Credit Agreement. The Credit Agreement is secured by first-priority liens on substantially all assets of the Borrower and the Co-Borrower, as more particularly described therein and in the related Loan Documents.
B. As of the date hereof, the following nine (9) Lenders hold commitments and outstanding loans under the Credit Agreement in the amounts set forth below, constituting one hundred percent (100%) of the aggregate commitments and outstanding obligations thereunder:
C. As of September 30, 2022, the aggregate outstanding principal indebtedness under the Credit Agreement is as follows:
(i) Term Loan A: Two Hundred Seventy Million Dollars ($270,000,000) (consisting of the original principal amount of $400,000,000 less $130,000,000 in amortization payments, representing thirteen (13) quarterly payments of $10,000,000 each, commencing with the payment due in the third quarter of 2019 through and including the payment due in the third quarter of 2022);
(ii) Revolving Credit Facility: One Hundred Eighty-Five Million Dollars ($185,000,000) drawn (of the $200,000,000 total commitment, with Fifteen Million Dollars ($15,000,000) remaining undrawn and available);
(iii) Term Loan B (U.S. Tranche): Eighty-Five Million Dollars ($85,000,000) (no amortization payments have been made; this facility matures on a bullet basis); and
(iv) Total aggregate outstanding principal: Five Hundred Forty Million Dollars ($540,000,000).
D. The Borrower has informed the Administrative Agent and the Lenders that the following events of default (collectively, the "Specified Defaults") have occurred and are continuing under the Credit Agreement:
(i) Minimum Liquidity Covenant Breach (September 15, 2022): The Credit Agreement requires that the Borrower maintain unrestricted cash and cash equivalents of not less than Forty Million Dollars ($40,000,000) at all times. As of September 15, 2022, the Borrower's unrestricted cash and cash equivalents totaled Twenty-Seven Million Three Hundred Thousand Dollars ($27,300,000), resulting in a shortfall of Twelve Million Seven Hundred Thousand Dollars ($12,700,000) below the required minimum.
(ii) Maximum Net Leverage Ratio Breach (September 30, 2022): The Credit Agreement requires that the Borrower's Maximum Net Leverage Ratio not exceed 5.50 to 1.00 (5.50x) as of the last day of each fiscal quarter. As of September 30, 2022, the Borrower's Net Leverage Ratio was 7.82 to 1.00 (7.82x), calculated as Net Debt of Seven Hundred Seventy Million Nine Hundred Thousand Dollars ($770,900,000) divided by trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000).
(iii) Minimum Interest Coverage Ratio Breach (September 30, 2022): The Credit Agreement requires that the Borrower's Minimum Interest Coverage Ratio not be less than 2.50 to 1.00 (2.50x) as of the last day of each fiscal quarter. As of September 30, 2022, the Borrower's Interest Coverage Ratio was 1.74 to 1.00 (1.74x), calculated as trailing twelve-month EBITDA of Ninety-Eight Million Six Hundred Thousand Dollars ($98,600,000) divided by trailing twelve-month Interest Expense of Fifty-Six Million Seven Hundred Thousand Dollars ($56,700,000).
> [C&H Annotation — Ikeda]: The Specified Defaults are limited to these three financial covenant/liquidity breaches. Important: the forbearance does NOT cover any future defaults, including a potential cross-default triggered by the mezzanine notes ($112.3M outstanding with Dralvecen Mezzanine Capital LLC) or the $50M unsecured notes (8.25% Senior Unsecured Notes due 2025, Garrison Trust Company as indenture trustee). The missed December 1, 2022 interest payment on the unsecured notes ($2,062,500) would constitute a separate event of default. Need to monitor whether that default, once it occurs, triggers a cross-default under the Credit Agreement and whether the forbearance covers such cross-default. This is the single most significant near-term risk to the continued effectiveness of the forbearance. See detailed analysis at the C&H Summary Annotation Page at the end of this document.
E. The Borrower and the Co-Borrower have requested that the Consenting Lenders forbear from exercising their respective rights and remedies under the Credit Agreement, the other Loan Documents, and applicable law with respect to the Specified Defaults for the Forbearance Period (as defined herein) in order to permit the Parties to engage in good-faith negotiations regarding a consensual restructuring of the obligations arising under the Credit Agreement and the related Loan Documents. The Consenting Lenders are willing to agree to such forbearance, subject to the terms and conditions set forth in this Agreement.
F. The Parties acknowledge the following background with respect to the Borrower's current financial condition and the circumstances giving rise to the Specified Defaults:
(i) The global dry-bulk shipping market has experienced a severe and sustained decline in charter rates during 2022. The Baltic Dry Index (BDI) declined by approximately fifty-eight percent (58%) between January 2022 and September 2022, reflecting a broad-based deterioration in freight demand across the Capesize, Panamax, and Supramax segments.
(ii) As a direct consequence of the decline in charter rates, the Borrower's average daily time-charter equivalent (TCE) revenue declined from approximately $24,800 per vessel per day (FY2021 average) to approximately $11,200 per vessel per day (Q3 2022 average), representing a decline of approximately fifty-five percent (55%).
(iii) The Borrower's fleet, comprising fifty (50) vessels (38 dry-bulk carriers and 12 container vessels), was independently appraised at approximately Eight Hundred Ninety-One Million Dollars ($891,000,000) in January 2022. Owing to the decline in charter rates and secondhand vessel values, the Borrower has engaged Drakos Maritime Valuations Ltd. to conduct an updated independent fleet appraisal, which is expected to be delivered on or about November 1, 2022.
(iv) The Borrower's consolidated revenue for fiscal year 2022 is estimated at approximately Nine Hundred Eighty-Seven Million Euros (€987,000,000), a decline of approximately 30.5% from consolidated revenue of One Billion Four Hundred Twenty Million Euros (€1,420,000,000) in fiscal year 2021.
(v) The Co-Borrower's revenue for fiscal year 2022 is estimated at approximately One Hundred Ninety-Eight Million Dollars ($198,000,000), a decline of approximately 36.5% from revenue of Three Hundred Twelve Million Dollars ($312,000,000) in fiscal year 2021.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I — DEFINITIONS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
"Administrative Agent" means Nordbank International AG, in its capacity as administrative agent and collateral agent under the Credit Agreement and the other Loan Documents.
"Agreement" means this Forbearance Agreement, as it may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Borrower" means Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in New York City, Glenrock Assurance, or Athens are authorized or required by law to remain closed.
"Co-Borrower" means Thalassa Americas Inc., a C-Corporation organized under the laws of the State of Delaware.
"Collateral" means the collateral securing the Obligations under the Credit Agreement, consisting of first-priority liens on (a) thirty-eight (38) dry-bulk carriers, (b) twelve (12) container vessels (together with the dry-bulk carriers, a total of fifty (50) vessels), (c) the Houston terminal lease, (d) all accounts receivable of the Borrower and the Co-Borrower, (e) all equity interests held by the Borrower in the Co-Borrower, and (f) all equity interests held by the Borrower or the Co-Borrower in each of the fourteen (14) vessel-owning special purpose vehicles, in each case as more particularly described in the Security Documents.
"Consenting Lenders" means, collectively, all nine (9) Lenders under the Credit Agreement, each of which is a signatory to this Agreement, and which collectively hold one hundred percent (100%) of the outstanding commitments and obligations under the Credit Agreement.
"Credit Agreement" means that certain Senior Secured Credit Agreement, dated as of June 15, 2019, among the Borrower, the Co-Borrower, the Administrative Agent, and the Lenders from time to time party thereto, as heretofore amended, restated, supplemented, or otherwise modified.
"Default Rate" means a rate of interest per annum equal to the sum of SOFR plus three hundred seventy-five (375) basis points plus an additional two hundred (200) basis points, for an aggregate rate of SOFR plus five hundred seventy-five (575) basis points.
"Effective Date" means the date on which all of the conditions precedent set forth in Section 7.01 have been satisfied or waived.
"Forbearance Period" means the period commencing on the Effective Date and ending on the Forbearance Termination Date.
"Forbearance Termination Date" means January 8, 2023, being the date that is ninety (90) days after October 10, 2022, unless the forbearance is earlier terminated pursuant to Section 4.01.
"Intercreditor Agreement" means that certain Intercreditor Agreement, dated as of June 15, 2019, by and between Nordbank International AG (in its capacity as first-lien agent) and Dralvecen Mezzanine Capital LLC (in its capacity as second-lien holder), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan Documents" has the meaning assigned to such term in the Credit Agreement, and includes, without limitation, the Credit Agreement, the Security Documents, the Guaranty Agreements, and each other document, instrument, or agreement executed in connection therewith.
"Material Adverse Change" means any event, circumstance, development, condition, or occurrence that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on (a) the business, assets, financial condition, operations, or prospects of the Borrower or the Co-Borrower, (b) the ability of the Borrower or the Co-Borrower to perform its obligations under this Agreement, the Credit Agreement, or any other Loan Document, (c) the validity or enforceability of this Agreement, the Credit Agreement, or any other Loan Document, or (d) the rights and remedies of the Administrative Agent or any Lender under this Agreement, the Credit Agreement, or any other Loan Document, including the value, priority, or enforceability of the liens on the Collateral.
"Mezzanine Notes" means the One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) in aggregate principal amount of mezzanine notes (constituting second-lien indebtedness) issued by the Borrower and held by Dralvecen Mezzanine Capital LLC, consisting of the original principal amount of One Hundred Million Dollars ($100,000,000) plus Twelve Million Three Hundred Thousand Dollars ($12,300,000) in payment-in-kind (PIK) interest capitalized through September 30, 2022, bearing interest at a rate of 11.5% per annum on a PIK toggle basis, and maturing on December 15, 2024.
"Obligations" has the meaning assigned to such term in the Credit Agreement.
"Other Indebtedness" means, collectively, (a) the Unsecured Notes and (b) the Seventy-Six Million Four Hundred Thousand Dollar ($76,400,000) subordinated intercompany promissory note payable by the Co-Borrower to the Borrower.
"Required Lenders" has the meaning assigned to such term in the Credit Agreement.
"Specified Defaults" means, collectively, the three (3) events of default described in Recital D of this Agreement, namely: (i) the Minimum Liquidity Covenant breach that occurred on September 15, 2022, (ii) the Maximum Net Leverage Ratio breach that occurred on September 30, 2022, and (iii) the Minimum Interest Coverage Ratio breach that occurred on September 30, 2022, in each case as more particularly described on Exhibit A hereto.
"Total Debt" means the aggregate indebtedness of the Borrower and its consolidated subsidiaries (including the Co-Borrower), which as of September 30, 2022 was approximately Eight Hundred Forty-Seven Million Three Hundred Thousand Dollars ($847,300,000), comprising (a) senior secured indebtedness under the Credit Agreement of $540,000,000, (b) Mezzanine Notes of $112,300,000, (c) Unsecured Notes of $50,000,000, (d) subordinated intercompany note of $76,400,000, (e) trade payables of $38,700,000, and (f) other payables of $29,900,000.
"Unsecured Notes" means the Fifty Million Dollars ($50,000,000) in aggregate principal amount of 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5), issued by the Borrower pursuant to that certain Indenture dated as of March 1, 2020, by and between the Borrower and Garrison Trust Company, located at 100 Wall Street, 16th Floor, New York, NY 10005, as indenture trustee.
> [C&H Annotation — Chesterton]: Note the Default Rate definition. During the Forbearance Period, default interest at SOFR + 575 bps continues to accrue. The agreement does NOT waive default interest — it only forbears from acceleration and enforcement. This is a significant ongoing cost. At $540M outstanding, the additional 200 bps of default interest equals approximately $10.8M annualized ($540M x 2.00%). For the 90-day Forbearance Period alone, the incremental default interest is approximately $2.7M. Will need to negotiate retroactive waiver of default interest in any eventual restructuring. The RSA should include a provision zeroing out all default interest accrued from and after the first Specified Default date (September 15, 2022). In Chapter 11, the ability to collect default interest on undersecured claims is highly doubtful under Genco Shipping & Trading Ltd. and general principles — use this as leverage.
Section 1.02 — Rules of Interpretation
(a) Unless the context otherwise requires, all terms defined in this Agreement shall have the meanings set forth herein when used in any certificate, report, or other document delivered pursuant hereto.
(b) Capitalized terms used but not otherwise defined in this Agreement shall have the meanings assigned to such terms in the Credit Agreement.
(c) The words "hereof," "herein," "hereto," and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(d) References to "Sections," "Articles," "Exhibits," and "Schedules" are to Sections, Articles, Exhibits, and Schedules of this Agreement unless otherwise specified.
(e) The word "including" shall mean "including without limitation" and the word "or" is not exclusive.
(f) References to any statute, rule, or regulation shall include all amendments thereto and all successor statutes, rules, or regulations.
(g) References to any Person shall include such Person's successors and permitted assigns.
(h) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."
ARTICLE II — FORBEARANCE
Section 2.01 — Forbearance by Lenders
(a) Subject to the terms and conditions of this Agreement, during the Forbearance Period, each of the Consenting Lenders hereby agrees to forbear from exercising any of its rights and remedies under the Credit Agreement, any other Loan Document, or applicable law solely with respect to the Specified Defaults. Without limiting the generality of the foregoing, during the Forbearance Period, the Consenting Lenders agree that they shall not, solely by reason of the existence or continuance of the Specified Defaults: (i) accelerate the maturity of any Obligations under the Credit Agreement; (ii) declare any outstanding principal, interest, or other amounts under the Credit Agreement to be immediately due and payable; (iii) exercise any right of setoff against any deposit accounts or other property of the Borrower or the Co-Borrower; (iv) commence or continue any enforcement action with respect to the Collateral; (v) seek the appointment of a receiver; or (vi) exercise any other right or remedy available under the Credit Agreement, the Loan Documents, or applicable law arising solely from the Specified Defaults.
(b) The forbearance set forth in Section 2.01(a) is limited solely and exclusively to the Specified Defaults and does not extend to, and shall not be construed as extending to, any other existing or future default or event of default under the Credit Agreement, the Loan Documents, or any other agreement. For the avoidance of doubt, the forbearance hereunder does not apply to, and the Consenting Lenders expressly reserve all rights and remedies with respect to, any default or event of default that is not a Specified Default, including without limitation any cross-default arising from a default under the Mezzanine Notes, the Unsecured Notes, or any other indebtedness of the Borrower or the Co-Borrower.
> [C&H Annotation — Ikeda]: Critical limitation: forbearance applies ONLY to the three enumerated Specified Defaults. Any new default (including a potential cross-default arising from the anticipated missed unsecured note coupon on December 1, 2022) could terminate the forbearance. See Section 4.01(c) regarding Termination Events. The narrow scope of the forbearance is standard in these situations, but the practical risk is elevated here given the near-certainty of the unsecured note default. We must immediately analyze whether the Credit Agreement's cross-default clause has a threshold amount that would exclude the $2,062,500 missed coupon, or whether default under the Unsecured Notes Indenture itself (regardless of amount) triggers a cross-default. Many credit agreements use a materiality threshold (e.g., $10M or $25M of defaulted debt), but the threshold would likely be measured by the principal amount of the Unsecured Notes ($50M), not the missed coupon amount.
Section 2.02 — Reservation of Rights
(a) Except as expressly set forth in Section 2.01, the Administrative Agent and each Consenting Lender hereby expressly reserve all of their respective rights and remedies under the Credit Agreement, the other Loan Documents, this Agreement, and applicable law, and nothing in this Agreement shall be deemed to constitute a waiver, release, or modification of any such rights and remedies.
(b) The forbearance set forth in this Article II shall not constitute a waiver of the Specified Defaults or any other default or event of default, whether existing on the date hereof or arising hereafter. The Specified Defaults shall continue to exist for all purposes under the Credit Agreement and the other Loan Documents, including without limitation for purposes of (i) determining the Default Rate applicable to outstanding Obligations, (ii) restricting the availability of any undrawn commitments under the Revolving Credit Facility, (iii) determining whether conditions to any borrowing, conversion, or continuation have been satisfied, and (iv) triggering any covenant or obligation that arises upon or during the continuance of an event of default.
(c) Nothing in this Agreement shall be deemed to obligate any Consenting Lender to make any new loans, extend any additional credit, or fund any revolver draws during the Forbearance Period.
Section 2.03 — No Obligation to Extend
(a) The Consenting Lenders have no obligation, express or implied, to extend the Forbearance Period beyond January 8, 2023, or to enter into any additional forbearance agreement.
(b) Any extension of the Forbearance Period must be agreed upon in writing, signed by the Borrower, the Co-Borrower, the Administrative Agent, and all Consenting Lenders (unanimous consent being required).
(c) The Borrower and the Co-Borrower acknowledge and agree that they shall have no right to compel or require any extension of the Forbearance Period and that each Consenting Lender retains sole and absolute discretion to determine whether to agree to any such extension, regardless of the circumstances.
> [C&H Annotation — Chesterton]: Unanimous consent required for any extension — not just Required Lenders. This gives each individual lender (including Pelagos Institutional Credit Fund at $26M, the smallest member of the syndicate) a blocking right on extensions. The Ad Hoc Group (Nordbank ($137M), Harborstone Bank ($95M), Triton Credit Partners ($68M), and Continental Maritime Lending ($72M), collectively holding $372M or 54.3% of the $685M facility) will likely drive extension negotiations through their counsel, Whitfield, Crane & Burgess LLP (Graham Whitfield III, partner). Need to establish dialogue with WCB early. However, smaller lenders outside the Ad Hoc Group — Aegean Capital Bank ($110M), Pacifica Trade Finance ($82M), Laurentian Shipping Fund II ($55M), Caspian Asset Management ($40M), and Pelagos ($26M) — collectively hold $313M or 45.7% and should not be ignored. Any single holdout can block an extension. Our engagement strategy should include bilateral outreach to every non-Ad Hoc Group lender.
ARTICLE III — COVENANTS AND INFORMATION UNDERTAKINGS
Section 3.01 — Affirmative Covenants During Forbearance Period
During the Forbearance Period, each of the Borrower and the Co-Borrower hereby covenants and agrees that it shall:
(a) continue to comply with all covenants and obligations under the Credit Agreement and the other Loan Documents, other than the financial covenants and liquidity covenant the breach of which constitutes the Specified Defaults (for the avoidance of doubt, the Borrower's failure to satisfy the Minimum Liquidity Covenant, the Maximum Net Leverage Ratio, and the Minimum Interest Coverage Ratio shall not constitute additional defaults during the Forbearance Period solely to the extent such failures constitute continuations of the Specified Defaults and do not represent new or different covenant breaches);
(b) continue to make all scheduled interest payments on the Obligations at the applicable rate, which, during the continuance of the Specified Defaults, shall be the Default Rate (i.e., SOFR plus five hundred seventy-five (575) basis points), as and when due under the Credit Agreement, including without limitation all interest payments due on the Term Loan A, the Revolving Credit Facility, and the Term Loan B;
(c) continue to make all scheduled amortization payments on the Term Loan A in the amount of Ten Million Dollars ($10,000,000) per quarter, as and when due under the Credit Agreement;
(d) maintain all Collateral in good condition and repair, and maintain in full force and effect all insurance coverage required under the Credit Agreement and the other Loan Documents, including without limitation hull and machinery insurance, protection and indemnity (P&I) club coverage, general liability insurance, and such other insurance as required by the Security Documents, in each case with respect to all fifty (50) vessels and the Houston terminal;
(e) operate its business in the ordinary course consistent with past practice and take all commercially reasonable actions to preserve its business relationships, assets, and value;
(f) not make any intercompany payments, dividends, distributions, or other transfers to any affiliate (including, without limitation, any payments on account of the subordinated intercompany promissory note in the amount of $76,400,000 from the Co-Borrower to the Borrower, or any dividends or distributions from the Co-Borrower upstream to the Borrower) without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders); and
(g) maintain adequate staffing and management of the vessels and shore-side operations, and not terminate or modify the employment of any senior officer or director of the Borrower or the Co-Borrower without prior written notice to the Administrative Agent.
> [C&H Annotation — Ikeda]: Section 3.01(f) — the intercompany payment restriction effectively blocks any payments on the $76.4M subordinated intercompany note from TAI to TSL, as well as dividends from TAI upstream to TSL. This could create cash-flow tension within the corporate structure. TAI is the U.S. operating entity with its own revenue stream ($198M estimated FY2022), and cash generated at the TAI level cannot be upstreamed to TSL (where the primary debt obligations are concentrated) without lender consent. Need to discuss with Irini Dalakoura (CFO, TSL) and Diana Restrepo (VP Finance, TAI) to understand the intercompany cash-flow dynamics and whether TAI can operate within this constraint. Also note that certain vessel-owning SPVs may remit charter hire proceeds through TAI — need to trace cash-flow routing to ensure no inadvertent breach.
Section 3.02 — Information Undertakings
During the Forbearance Period, the Borrower and the Co-Borrower shall deliver, or cause to be delivered, to the Administrative Agent (for distribution to the Consenting Lenders) the following reports, statements, and information:
(a) Weekly Liquidity Reports. Not later than 5:00 PM (Eastern Standard Time) on each Monday during the Forbearance Period (or if such Monday is not a Business Day, the next succeeding Business Day), a cash balance and liquidity report, certified by the Chief Financial Officer of the Borrower or the Vice President of Finance of the Co-Borrower (as applicable), showing: (i) the aggregate unrestricted cash and cash equivalents of the Borrower and the Co-Borrower (on both a consolidated and entity-level basis), (ii) the aggregate restricted cash of the Borrower and the Co-Borrower (with a description of the nature of each restriction), (iii) the available and undrawn capacity under the Revolving Credit Facility (subject to any suspension of availability during the continuance of an event of default), and (iv) a four-week forward cash flow forecast prepared in reasonable detail.
(b) Monthly Financial Statements. Within fifteen (15) days after the end of each calendar month during the Forbearance Period, unaudited consolidated financial statements of the Borrower and the Co-Borrower, consisting of a balance sheet, income statement, and statement of cash flows, together with a brief narrative discussion of material variances from the prior month and from budget, in each case prepared in accordance with International Financial Reporting Standards (IFRS) for the Borrower and United States Generally Accepted Accounting Principles (U.S. GAAP) for the Co-Borrower.
(c) Updated Fleet Appraisal. Within thirty (30) days of the Effective Date (i.e., by November 9, 2022), an updated independent fleet appraisal from a nationally recognized maritime appraiser acceptable to the Administrative Agent, covering all fifty (50) vessels comprising the Collateral, setting forth the appraised fair market value of each vessel on both a charter-free and charter-attached basis.
(d) Restructuring Progress Reports. On a bi-weekly basis (i.e., every other Friday, commencing with the second Friday following the Effective Date), a written report to the Administrative Agent on the status of restructuring negotiations, including: (i) a summary of any proposals made or received, (ii) a description of the engagement and retention of financial and legal advisors, (iii) a description of any material developments in the Borrower's business or financial condition, and (iv) a timeline for anticipated milestones in the restructuring process.
(e) 13-Week Cash Flow Model. Within twenty (20) days of the Effective Date (i.e., by October 30, 2022), a rolling thirteen-week cash flow model, prepared by the Borrower's financial advisor in consultation with the Borrower's management, in form and substance reasonably satisfactory to the Administrative Agent. Such model shall be updated on a bi-weekly basis (with each update extending the forecast period to maintain a rolling thirteen-week horizon) and shall reflect all material assumptions regarding vessel earnings, operating expenses, capital expenditures, debt service obligations, and other cash flows.
(f) Notification of New Defaults. Prompt written notice (and in no event later than two (2) Business Days after any officer of the Borrower or the Co-Borrower becomes aware thereof) of (i) any new default or event of default under the Credit Agreement, (ii) any default or event of default under the Mezzanine Notes, the Unsecured Notes, or the indenture or other agreement governing any other material indebtedness of the Borrower or the Co-Borrower, and (iii) any event or circumstance that could reasonably be expected to result in a Material Adverse Change, together with a certificate of the Chief Financial Officer of the Borrower describing such event and the actions the Borrower proposes to take in response thereto.
> [C&H Annotation — Chesterton]: The information undertakings are extensive and will impose significant operational burden on TSL and TAI management. The fleet appraisal obligation (Section 3.02(c)) is significant — Drakos Maritime Valuations Ltd. (Captain Nikos Drakos) has already been engaged, and the November 1, 2022 appraisal is expected to show fleet value at approximately $623M, down from $891M in January 2022 — a decline of approximately $268M or 30.1%. This creates a significant cushion question: senior secured debt is $540M against approximately $623M of fleet value, suggesting approximately $83M of equity cushion in the collateral on a charter-free basis, but the equity cushion narrows substantially on an enterprise value basis. Kensington Veltrian Partners (James Calloway) is estimating total enterprise value of $580M–$640M. The midpoint ($610M) would imply the senior secured lenders are just barely covered, with essentially no recovery for the mezzanine, unsecured, and intercompany creditors. The 13-week cash flow model requirement (Section 3.02(e)) should be coordinated with KHP's engagement scope — KHP has already begun preliminary work on the model and expects delivery by October 29, 2022, one day ahead of the contractual deadline.
Section 3.03 — Negative Covenants During Forbearance Period
During the Forbearance Period, neither the Borrower nor the Co-Borrower shall, without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders):
(a) incur, create, assume, guarantee, or otherwise become liable for any indebtedness (whether for borrowed money, by way of capital lease, purchase money financing, or otherwise), other than trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice;
(b) create, incur, assume, or permit to exist any lien, security interest, encumbrance, or charge upon any of the Collateral (other than liens permitted under the Credit Agreement as in effect on the date hereof);
(c) sell, transfer, lease, license, assign, convey, or otherwise dispose of any Collateral or any material asset of the Borrower or the Co-Borrower (other than the sale of inventory in the ordinary course of business consistent with past practice and the disposition of worn, obsolete, or surplus equipment in the ordinary course of business for fair market value);
(d) make or commit to make any capital expenditure or series of related capital expenditures in an aggregate amount exceeding Two Million Dollars ($2,000,000) during the Forbearance Period;
(e) make any payment (whether of principal, interest, fees, or otherwise) on or in respect of the Mezzanine Notes, the Unsecured Notes, or the subordinated intercompany note from the Co-Borrower to the Borrower, other than regularly scheduled payments of interest on the Unsecured Notes to the extent such payments are funded from unrestricted cash in excess of the Minimum Liquidity requirement and the Co-Borrower's operating needs;
(f) enter into, modify, or amend any transaction or agreement with any affiliate of the Borrower or the Co-Borrower (including any officer, director, shareholder, or related party), other than transactions in the ordinary course of business on arm's-length terms and at fair market value; or
(g) commence, consent to, or fail to timely contest any insolvency proceeding, including any proceeding under Chapter 11, Chapter 7, or Chapter 15 of the United States Bankruptcy Code (Title 11 of the United States Code), any proceeding under Greek Law 4738/2020 (as amended), or any analogous proceeding under the laws of any other jurisdiction, without providing not less than ten (10) Business Days' prior written notice to the Administrative Agent (with a copy to counsel for the Ad Hoc Group), such notice to specify the proposed jurisdiction, the entities to be included in such proceeding, the anticipated filing date, and a summary of the relief to be sought.
> [C&H Annotation — Chesterton]: Section 3.03(g) — the 10-business-day notice requirement before any insolvency filing is unusual and potentially problematic. While it does not technically prohibit a filing (which would likely be unenforceable as a matter of public policy under Section 541(c)(1) of the Bankruptcy Code and related case law — see In re Hunn, In re Integrated Telecom Express, Inc.), the notice period could compromise the element of surprise in a filing and allow Lenders to take aggressive action. Specifically, during a 10-business-day window, the Administrative Agent or individual lenders could: (i) arrest foreign-flag vessels in jurisdictions outside the reach of the U.S. automatic stay; (ii) exercise setoff rights against deposit accounts held at Nordbank or other syndicate member institutions; (iii) seek the appointment of receivers in foreign jurisdictions; or (iv) terminate or draw on any standby letters of credit. Need to advise the client on the practical implications and consider whether to negotiate deletion or reduction of this provision in any extension. Also note this covers both U.S. Chapter 11 (for TAI, venue would be the United States Bankruptcy Court for the Southern District of Texas, Houston Division, given TAI's principal office location at 1400 McKinney Street, Houston) and Greek proceedings under Law 4738/2020 (for TSL). Coordinate with Alexandros Vassiliou (Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece) regarding Greek filing strategy and vessel protection measures under Hellenic law.
> [C&H Annotation — Ikeda]: Section 3.03(c) — the asset sale restriction is broad and could impede liquidity generation. TSL may need to sell older vessels to generate cash to fund operations and maintain minimum liquidity. Any restructuring plan will likely involve asset dispositions. In our Chapter 11 contingency plan, asset sales of six (6) older dry-bulk carriers (average age approximately 18 years, estimated aggregate proceeds of approximately $72M based on preliminary Drakos indications) are contemplated as part of a deleveraging strategy. Under the current forbearance, these sales would require consent of the Administrative Agent acting at the direction of the Required Lenders. Will need either (i) a specific carve-out for designated vessel sales in any forbearance extension, or (ii) rely on Section 363 sale authority in a Chapter 11 case (where the automatic stay would override the contractual restriction). In either event, the Intercreditor Agreement will require analysis to determine the waterfall for disposition proceeds.
Section 3.04 — Engagement of Advisors
(a) The Borrower shall, within fifteen (15) days of the Effective Date (i.e., by no later than October 25, 2022), retain (i) restructuring counsel with recognized expertise in U.S. bankruptcy law and cross-border insolvency matters, and (ii) an independent financial advisor with experience in maritime and shipping industry restructurings to prepare the 13-week cash flow model required by Section 3.02(e) and to advise the Borrower on restructuring alternatives.
(b) The Borrower shall promptly communicate the identities and qualifications of such advisors to the Administrative Agent in writing. The Consenting Lenders shall have the right to object to any proposed advisor within five (5) Business Days of receipt of such notice, provided that any such objection shall be in writing and shall set forth the specific basis for the objection.
(c) If any Consenting Lender objects to a proposed advisor and such objection is not resolved within three (3) Business Days, the Borrower and the Administrative Agent shall use commercially reasonable efforts to agree on a mutually acceptable replacement advisor.
> [C&H Annotation — Ikeda]: The deadline for retaining counsel coincides with C&H's engagement date (October 25, 2022). C&H's engagement satisfies Section 3.04(a)(i). Kensington Veltrian Partners LLC (James Calloway, Managing Director, 300 Park Avenue, 12th Floor, New York, NY 10022) has been retained as financial advisor, satisfying Section 3.04(a)(ii). Need to confirm notification to Nordbank regarding both engagements — suggest a joint notification letter from C&H and KHP, delivered to Henrik Lüdemann at Nordbank and copied to Graham Whitfield III at WCB. Also note: the Ad Hoc Group has engaged Whitfield, Crane & Burgess LLP (Graham Whitfield III) as legal counsel and Draycott Advisory Group LLC (Vanessa Chow, Managing Director) as financial advisor. GH&A (Grainger, Holt & Associates LLP, Malcolm Holt, lead engagement partner) serves as TSL's auditor and accounting advisor; their engagement predates the forbearance and is not subject to Section 3.04.
ARTICLE IV — TERMINATION
Section 4.01 — Termination Events
The forbearance set forth in Article II shall automatically and immediately terminate, without further notice, demand, or other action by the Administrative Agent or any Consenting Lender, upon the earliest to occur of any of the following events (each, a "Termination Event"):
(a) Expiration of Forbearance Period. January 8, 2023, being the date that is ninety (90) calendar days after October 10, 2022, unless the Forbearance Period is extended in writing in accordance with Section 2.03.
(b) Breach of Forbearance Agreement. Any breach by the Borrower or the Co-Borrower of any representation, warranty, covenant, or other obligation set forth in this Agreement, including without limitation any failure to comply with the affirmative covenants set forth in Section 3.01, the information undertakings set forth in Section 3.02, the negative covenants set forth in Section 3.03, or the advisor engagement requirements set forth in Section 3.04.
(c) New Default. The occurrence of any default or event of default under the Credit Agreement other than the Specified Defaults, including without limitation (i) any payment default (other than the continuation of any payment default that was already a Specified Default as of the Effective Date), (ii) any breach of a covenant or obligation under the Credit Agreement that is not a Specified Default, and (iii) any cross-default arising from a default or event of default under the Mezzanine Notes, the Unsecured Notes, or any other material indebtedness of the Borrower or the Co-Borrower in excess of the applicable threshold amount specified in the Credit Agreement.
(d) Insolvency Filing Without Notice. The commencement by or against the Borrower, the Co-Borrower, or any material subsidiary of any insolvency proceeding (including any proceeding under Chapter 11, Chapter 7, or Chapter 15 of the United States Bankruptcy Code, any proceeding under Greek Law 4738/2020, or any analogous proceeding under the laws of any jurisdiction) without compliance by the Borrower or the Co-Borrower with the ten (10) Business Day prior written notice requirement set forth in Section 3.03(g); provided that the commencement of an involuntary proceeding against the Borrower or the Co-Borrower by a third party (other than any Consenting Lender) shall not constitute a Termination Event so long as such involuntary proceeding is contested in good faith and dismissed within sixty (60) days after the filing thereof.
(e) Material Adverse Change. The occurrence of any event, circumstance, or condition that, in the reasonable judgment of the Administrative Agent (acting at the direction of the Required Lenders), constitutes a Material Adverse Change in the financial condition, business, operations, assets, or prospects of the Borrower or the Co-Borrower.
(f) Failure to Engage Advisors. The failure by the Borrower to retain restructuring counsel and an independent financial advisor within the time periods specified in Section 3.04, unless such time periods are extended in writing by the Administrative Agent.
(g) Lien Impairment. Any material impairment, loss, subordination, or diminution of the Administrative Agent's liens on or security interests in the Collateral, including without limitation (i) any lien that is avoided, set aside, or re-characterized by a court of competent jurisdiction, (ii) any failure to maintain insurance on the Collateral as required by the Credit Agreement, or (iii) any casualty, arrest, seizure, or condemnation of any vessel that is not restored, replaced, or remedied within thirty (30) days.
(h) Failure to Deliver Information. The failure by the Borrower or the Co-Borrower to timely deliver any report, financial statement, cash flow model, appraisal, or other information required to be delivered pursuant to Section 3.02, and such failure continues for three (3) Business Days after written notice from the Administrative Agent.
> [C&H Annotation — Chesterton]: CRITICAL RISK — Section 4.01(c): The "New Default" termination trigger is extremely broad and presents the single most significant near-term risk to the continued effectiveness of the forbearance. Here is the specific concern: The next scheduled interest payment on the Unsecured Notes (8.25% Senior Unsecured Notes due 2025) is due December 1, 2022, in the amount of $2,062,500 (calculated as $50,000,000 x 8.25% / 2 = $2,062,500 semi-annual coupon). Based on current liquidity projections, TSL will not have sufficient unrestricted cash to make this payment while maintaining operations and complying with other Forbearance Agreement obligations. The Unsecured Notes Indenture with Garrison Trust Company likely provides a 30-day grace period for missed interest payments, which would expire on or about January 1, 2023. At that point, a default under the Unsecured Notes Indenture would be triggered. If the Credit Agreement contains a cross-default provision triggered by defaults under other material indebtedness (which it almost certainly does — the $50M principal amount of the Unsecured Notes would exceed any standard materiality threshold, which is typically in the range of $10M–$25M), this would constitute a "New Default" under Section 4.01(c), AUTOMATICALLY TERMINATING the forbearance approximately one week before the January 8, 2023 expiration date. URGENT ACTION ITEMS: (1) Must review the cross-default provisions of the Credit Agreement (likely Section 8.01(e) or similar) immediately and determine the precise trigger mechanism, cure periods, and threshold amounts. (2) If the analysis confirms the cross-default risk, we must approach WCB (Graham Whitfield III) and Nordbank (Henrik Lüdemann) BEFORE December 1, 2022, to negotiate either (i) an amendment to this Agreement expanding the Specified Defaults to include any cross-default arising from the Unsecured Notes, or (ii) a side letter or consent from the Consenting Lenders waiving their right to terminate the forbearance based on such cross-default.
> [C&H Annotation — Ikeda]: Section 4.01(e): The "Material Adverse Change" (MAC) termination trigger is subjective — it requires only the "reasonable judgment of the Administrative Agent (acting at the direction of the Required Lenders)." The standard of review is NOT "good faith" or "commercially reasonable" — it is the broader "reasonable judgment" standard, which gives the Lenders significantly more latitude. The upcoming Drakos appraisal (expected November 1, 2022) showing fleet value at approximately $623M (down from $891M in January 2022, a decline of $268M or 30.1%) could arguably be characterized as a MAC if the Lenders wished to invoke this provision. However, the fleet decline substantially predates the execution of this Forbearance Agreement on October 10, 2022, and is arguably "baked in" to the parties' expectations at the time of execution. The background recitals in Recital F expressly reference the decline in charter rates and vessel values, which supports an argument that the parties entered into the forbearance with full knowledge of the deteriorating market conditions. Still, further deterioration in charter rates or vessel values beyond what was known as of October 10, 2022 could be cited by the Lenders as a "new" MAC. Monitor the Baltic Dry Index (BDI) closely — any further material decline below September 2022 levels could increase MAC termination risk. Also monitor individual vessel charter expirations and renewals for adverse developments.
Section 4.02 — Effect of Termination
Upon the occurrence of a Termination Event and the termination of the forbearance set forth in Article II:
(a) The Administrative Agent and each Consenting Lender shall be free to exercise, without further notice or demand, all of their respective rights and remedies under the Credit Agreement, the other Loan Documents, this Agreement, and applicable law, including without limitation: (i) acceleration of all outstanding Obligations under the Credit Agreement (aggregate principal of Five Hundred Forty Million Dollars ($540,000,000), plus all accrued and unpaid interest (including default interest), fees, expenses, and other amounts owing thereunder); (ii) enforcement of liens on the Collateral, including by way of foreclosure, judicial sale, private sale, or the exercise of any power of sale under applicable law; (iii) exercise of any right of setoff against any funds on deposit with any Consenting Lender or any affiliate thereof; (iv) pursuit of all claims against the Borrower and the Co-Borrower under the Guaranty Agreements and any other Loan Documents; and (v) any other remedy available at law or in equity.
(b) Default interest at the Default Rate (SOFR plus five hundred seventy-five (575) basis points) shall continue to accrue on all outstanding Obligations (and shall be deemed to have accrued on a continuous basis throughout the Forbearance Period). For the avoidance of doubt, the forbearance set forth in Article II did not at any time constitute a waiver of the right to collect or recover default interest.
(c) The Borrower and the Co-Borrower acknowledge and agree that, upon termination of the forbearance, the Administrative Agent and the Consenting Lenders may arrest or detain any or all of the vessels constituting Collateral in any jurisdiction in which such vessels may be found, consistent with applicable maritime law (including the International Convention Relating to the Arrest of Sea-Going Ships, 1952, the International Convention on Arrest of Ships, 1999, and applicable domestic maritime arrest statutes), and may apply to any court of competent jurisdiction for the appointment of receivers over any or all of the Collateral.
(d) All obligations of the Borrower and the Co-Borrower under this Agreement, including without limitation the obligation to reimburse fees and expenses under Section 6.02, shall survive the termination of the forbearance.
> [C&H Annotation — Chesterton]: Section 4.02(c) — vessel arrest risk is a major concern and must be central to our contingency planning. TSL operates its fleet across the Mediterranean basin, the Black Sea, transatlantic trade lanes, and portions of the Indian Ocean and Southeast Asian routes. Individual lenders (or Nordbank as Administrative Agent) could seek arrest of vessels in multiple foreign jurisdictions simultaneously upon termination of the forbearance. Key vessel arrest risks include: (i) arrest in Greek ports under Greek procedural law — TSL's home jurisdiction, where approximately 6–8 vessels are typically present at any time; (ii) arrest in UK ports under the Senior Courts Act 1981 (admiralty jurisdiction); (iii) arrest in Singapore, a major bunkering and crew-change port; and (iv) arrest in the UAE (Fujairah/Dubai), where TSL vessels frequently call. In a Chapter 11 scenario, the automatic stay (Section 362 of the Bankruptcy Code) would protect U.S.-based assets (principally the Houston terminal and any vessels in U.S. waters), but the automatic stay does not extend extraterritorially with respect to foreign-flag vessels in foreign ports — see In re Hanjin Shipping Co., Ltd. (Ch. 15 recognition may provide some protection, but enforcement is jurisdiction-dependent). Need to coordinate with Alexandros Vassiliou (Vassiliou & Demetriou Law Offices, 15 Vasilissis Sofias Avenue, Athens 10674, Greece) on Greek and broader European vessel arrest exposure. Also need to identify which vessels have the highest arrest risk based on trade patterns and develop a vessel positioning strategy that minimizes exposure in high-risk jurisdictions during any pre-filing period.
Section 4.03 — No Waiver of Termination Rights
No failure or delay by the Administrative Agent or any Consenting Lender in exercising any right to terminate the forbearance pursuant to Section 4.01 shall operate as a waiver thereof, and no single or partial exercise of any such right shall preclude any further exercise thereof or the exercise of any other right. All rights of the Administrative Agent and the Consenting Lenders under this Article IV are cumulative and not exclusive of any other rights provided by law or under the Credit Agreement or the other Loan Documents.
ARTICLE V — REPRESENTATIONS AND WARRANTIES
Section 5.01 — Representations and Warranties of the Borrower and the Co-Borrower
Each of the Borrower and the Co-Borrower hereby represents and warrants to the Administrative Agent and each Consenting Lender, as of the date hereof and as of the Effective Date, as follows:
(a) Organization and Good Standing. The Borrower is a société anonyme duly organized, validly existing, and in good standing under the laws of the Hellenic Republic. The Co-Borrower is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and is qualified to do business and in good standing in each other jurisdiction where the nature of its business or the ownership of its properties requires such qualification, including the State of Texas.
(b) Corporate Power and Authority. Each of the Borrower and the Co-Borrower has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement.
(c) Due Authorization. The execution, delivery, and performance by each of the Borrower and the Co-Borrower of this Agreement have been duly authorized by all necessary corporate action on the part of such Party, including approval by the board of directors (or equivalent governing body) of each such Party. Certified copies of the relevant board resolutions have been or will be delivered to the Administrative Agent.
(d) No Conflict. The execution, delivery, and performance of this Agreement by the Borrower and the Co-Borrower do not and will not (i) violate the organizational documents of the Borrower or the Co-Borrower, (ii) conflict with, result in a breach of, or constitute a default under any material agreement, instrument, or obligation to which the Borrower or the Co-Borrower is a party or by which any of their respective assets are bound, or (iii) violate any applicable law, rule, regulation, or order.
(e) Sole Existing Defaults. The Specified Defaults are the only existing defaults or events of default under the Credit Agreement or any other Loan Document as of the date hereof. Neither the Borrower nor the Co-Borrower is aware of any facts or circumstances that could reasonably be expected to give rise to any additional default or event of default under the Credit Agreement.
(f) No Insolvency Proceedings. No insolvency proceeding (including any proceeding under Chapter 11, Chapter 7, or Chapter 15 of the United States Bankruptcy Code, any proceeding under Greek Law 4738/2020, or any analogous proceeding under the laws of any other jurisdiction) has been commenced by or against the Borrower, the Co-Borrower, or any material subsidiary, and neither the Borrower nor the Co-Borrower is contemplating or has taken any steps preliminary to any such proceeding as of the date hereof.
(g) Accuracy of Information. All financial and other information heretofore provided by the Borrower or the Co-Borrower to the Administrative Agent or any Consenting Lender in connection with this Agreement, the Specified Defaults, or the restructuring discussions is true, complete, and accurate in all material respects as of the date such information was furnished. Neither the Borrower nor the Co-Borrower has withheld any material information that a reasonable lender would consider relevant to its decision to enter into this Agreement.
(h) No Unauthorized Liens. No liens, security interests, or other encumbrances exist on any of the Collateral other than those expressly permitted under the Credit Agreement and the Security Documents, including the first-priority liens in favor of the Administrative Agent and the second-priority liens in favor of Dralvecen Mezzanine Capital LLC under the Mezzanine Notes and the Intercreditor Agreement.
(i) Insurance. All insurance required to be maintained under the Credit Agreement and the Security Documents is in full force and effect as of the date hereof, including hull and machinery insurance, protection and indemnity (P&I) club coverage, and general liability insurance, in each case covering all fifty (50) vessels and the Houston terminal. Such insurance is arranged through Seaward & Beckett Insurance Brokers Ltd., 71 Fenchurch Street, London EC3M 4BS, United Kingdom (contact: Ian Beckett, Senior Broker), and all premiums thereon are current.
(j) Total Debt. The Total Debt of the Borrower and its consolidated subsidiaries (including the Co-Borrower) as of September 30, 2022, is approximately Eight Hundred Forty-Seven Million Three Hundred Thousand Dollars ($847,300,000), as set forth in the definition of "Total Debt" in Section 1.01.
> [C&H A

FORBEARANCE AGREEMENT

FORBEARANCE AGREEMENT

THE CONSENTING LENDERS PARTY HERETO

PREAMBLE

RECITALS

WHEREAS:

Record

Parties

Dates

Amounts