1044-00003 · Client 1044 · documents

letter-nordbank-engagement-intro.docx DOCUMENT Finance & Banking

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP Counselors at Law

780 Third Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

October 27, 2022

VIA EMAIL AND INTERNATIONAL COURIER

Henrik Lüdemann Managing Director, Shipping & Offshore Finance Nordbank International AG Bahnhofstrasse 78 8001 Zürich, Switzerland

Re: Thalassa Shipping & Logistics SA and Thalassa Americas Inc. — Engagement Introduction and Document Requests Matter No.: 1044-00003

Dear Mr. Lüdemann:

We write on behalf of our clients, Thalassa Shipping & Logistics Société Anonyme ("TSL") and Thalassa Americas Inc. ("TAI" and, together with TSL, the "Companies"), in connection with the ongoing restructuring discussions and related matters arising under the Senior Secured Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG ("Nordbank"), in its capacity as Administrative Agent and Collateral Agent, and the syndicate of lenders from time to time party thereto (collectively, the "Lenders"). We appreciate the constructive approach that Nordbank has taken in its capacity as Administrative Agent and Collateral Agent to date, and we look forward to continuing that dialogue.

I. Introduction of Engagement

Calderwood & Harkness LLP ("C&H") has been engaged as counsel to TSL, a société anonyme organized under the laws of the Hellenic Republic, with its registered headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-owned subsidiary, TAI, a C-Corporation organized under the laws of the State of Delaware, with its principal office at 1400 McKinney Street, Suite 2200, Houston, Texas 77010. The engagement letter between C&H and the Companies was executed on October 25, 2022.

C&H has been retained to advise the Companies in connection with the ongoing restructuring discussions and all related matters arising from the covenant defaults under the Credit Agreement and the Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), as described in further detail below. Our engagement encompasses the full spectrum of restructuring alternatives available to the Companies, including the evaluation and negotiation of out-of-court restructuring options, as well as contingency planning with respect to any in-court proceedings that may become necessary.

I am the responsible partner on this matter and will serve as the primary point of contact for all communications with Nordbank and the Lender syndicate. I will be assisted by Amy Chesterton, who will serve as lead associate, and Nathan Ikeda, who will serve as working associate. Each of us can be reached at the contact information set forth in Section VI below.

In addition, C&H is working in close coordination with the Companies' other retained advisors, specifically:

• Financial Advisor: Kensington Veltrian Partners LLC ("KHP"), with James Calloway, Managing Director, serving as the lead engagement professional. KHP is advising the Companies on financial restructuring alternatives, liquidity management, and operational matters.

• Greek Counsel: Vassiliou & Demetriou Law Offices, based in Athens, Greece, with Alexandros Vassiliou, Lead Partner, serving as the primary contact. Vassiliou & Demetriou is advising TSL on all matters governed by Greek law, including issues related to TSL's corporate governance, the vessel-owning special purpose vehicle structure, and the Hellenic regulatory framework applicable to the Companies' maritime operations.

We trust that this multi-disciplinary advisory team will enable the Companies to engage in productive and well-informed discussions with Nordbank, the broader Lender syndicate, and their respective advisors.

II. Background and Context

C&H has been briefed by the Companies and their financial advisor on the relevant background circumstances, and we wish to confirm our understanding of the current state of affairs for the record.

We understand that TSL and TAI breached the Minimum Liquidity Covenant set forth in the Credit Agreement on September 15, 2022. As of that date, unrestricted cash and cash equivalents held by the Companies totaled approximately $27.3 million, which was $12.7 million below the $40.0 million minimum liquidity threshold required under the Credit Agreement. This breach constituted an Event of Default under the Credit Agreement.

We further understand that, as of September 30, 2022, the Companies were in breach of two additional financial maintenance covenants:

(a) Maximum Net Leverage Ratio Covenant: The Companies' Net Leverage Ratio as of September 30, 2022 was approximately 7.82x, which exceeded the maximum permitted Net Leverage Ratio of 5.50x; and

(b) Minimum Interest Coverage Ratio Covenant: The Companies' Interest Coverage Ratio as of September 30, 2022 was approximately 1.74x, which was below the minimum permitted Interest Coverage Ratio of 2.50x.

These additional breaches constituted further Events of Default under the Credit Agreement.

In light of these defaults, we note the execution of the Forbearance Agreement on October 10, 2022, pursuant to which the requisite Lenders agreed to a 90-day standstill period during which they would forbear from exercising remedies under the Credit Agreement in respect of the foregoing Events of Default. The standstill period under the Forbearance Agreement expires on January 8, 2023.

Given the limited duration of the standstill period, a prompt and thorough review of the underlying documentation is essential to enable C&H to provide effective counsel and to allow the Companies to engage meaningfully in restructuring discussions with all relevant stakeholders. We respectfully submit the document requests set forth in Section V below with that urgency in mind.

We also understand that Nordbank holds approximately $137 million of the $685 million in total commitments under the Credit Agreement, representing the single largest lender position in the syndicate. Nordbank's dual role as the largest Lender and as Administrative Agent and Collateral Agent underscores the importance of establishing clear lines of communication between the Companies' advisors and Nordbank.

III. Identification of Counsel to the Ad Hoc Group

C&H is aware that an informal Ad Hoc Group of Senior Secured Lenders (the "Ad Hoc Group") has been formed in connection with the restructuring discussions. We understand that the Ad Hoc Group is currently comprised of the following institutions and their respective outstanding positions under the Credit Agreement:

We understand that the Ad Hoc Group has retained Whitfield, Crane & Burgess LLP ("WCB") as its legal counsel, with Graham Whitfield III, Lead Partner, serving as the primary contact. WCB's offices are located at 51 West 52nd Street, 38th Floor, New York, New York 10019.

C&H intends to coordinate with WCB as appropriate in the course of the restructuring discussions and in connection with the exchange of information and documentation. In order to facilitate an orderly process, we respectfully request that Nordbank (or WCB, as applicable) confirm the following:

(a) the proper contacts at WCB for day-to-day communications regarding the restructuring discussions;

(b) any communication protocols that have been established by the Ad Hoc Group, including any restrictions or guidelines regarding the dissemination of confidential information among the members of the Ad Hoc Group and their respective advisors; and

(c) whether Nordbank prefers that all substantive communications be directed to WCB on behalf of the Ad Hoc Group, or whether certain matters should be directed to Nordbank separately in its capacity as Administrative Agent and Collateral Agent.

We appreciate any guidance that Nordbank and WCB can provide in this regard.

IV. Document Requests

In order to complete C&H's review and analysis of the Companies' capital structure, contractual obligations, and available restructuring alternatives, we respectfully request that Nordbank, in its capacity as Administrative Agent and Collateral Agent, provide or arrange for the provision of the following documents and information at the earliest convenience. We have organized our requests by category for ease of reference.

A. Senior Secured Credit Facility Documentation

1. Credit Agreement. The Senior Secured Credit Agreement dated as of June 15, 2019, among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the syndicate of Lenders party thereto, including all amendments, supplements, restatements, waivers, consents, and side letters executed or delivered to date. For the avoidance of doubt, this request encompasses any amendments or modifications to the financial maintenance covenants, pricing terms, payment schedules, or collateral coverage requirements that may have been effected since the original closing date.

We note our understanding that the Credit Agreement provides for the following facilities, and we request documents relating to each:

(i) Term Loan A — an amortizing term loan in the original principal amount of $400 million, with quarterly amortization payments of $10 million, CUSIP 87265BAA7;

(ii) Revolving Credit Facility — a revolving credit facility with total commitments of $200 million, drawn to approximately $185 million as of September 30, 2022; and

(iii) U.S. Tranche Term Loan B — a non-amortizing bullet maturity term loan in the original principal amount of $85 million, with TAI as the designated Co-Borrower.

We further note our understanding that the total drawn amount under the Credit Agreement as of September 30, 2022 was approximately $540 million, that the applicable interest rate is SOFR plus 375 basis points (with a default rate of SOFR plus 575 basis points), and that the stated maturity date of the Credit Agreement is June 15, 2024.

2. Security and Collateral Documents. All security documents, collateral agreements, and related instruments executed in connection with the Credit Agreement, including without limitation:

(a) ship mortgage documentation and related mortgages encumbering the fleet of 38 dry-bulk carriers and 12 container vessels (50 vessels in total);

(b) the assignment of the Houston terminal lease and any related leasehold mortgage or estoppel certificates;

(d) equity pledge agreements covering the shares or membership interests in TAI and each of the 14 vessel-owning special purpose vehicles (the "SPVs"); and

(e) any UCC financing statements, perfection certificates, or foreign-law equivalent filings.

3. Guarantee Agreements. All guarantee agreements, if any, among TSL, TAI, and any other guarantor entities, including any upstream, downstream, or cross-stream guarantees provided by the SPVs or any other affiliates of the Companies.

4. Agent and Lender Fee Letters. All agent fee letters between TSL and Nordbank (in its capacity as Administrative Agent and/or Collateral Agent) and any lender fee letters or similar arrangements.

B. Intercreditor Agreement

5. Intercreditor Agreement. The Intercreditor Agreement dated as of June 15, 2019, between Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC ("BMC"), the holder of approximately $112.3 million in mezzanine notes bearing interest at 11.5% on a PIK toggle basis, secured by a second-priority lien on the same collateral package securing the Credit Agreement. This request includes all amendments, supplements, joinder agreements, and related correspondence between Nordbank and BMC regarding the relative priorities and enforcement rights of the first-lien and second-lien creditors.

C. Forbearance Agreement and Related Documentation

6. Forbearance Agreement. The Forbearance Agreement dated as of October 10, 2022, including all exhibits, schedules, and attachments thereto, in fully executed form with all Lender signatures.

7. Related Correspondence. Any correspondence, notices, side agreements, or supplemental understandings entered into in connection with, or contemporaneously with, the execution of the Forbearance Agreement, including any term sheets, proposals, or indications of interest exchanged between the parties prior to the execution thereof.

8. Default Notices and Reservation of Rights Letters. Any and all notices of default, notices of Event of Default, acceleration notices, or reservation of rights letters issued by Nordbank (in its capacity as Administrative Agent) to TSL, TAI, or any other obligor under the Credit Agreement, prior to or in connection with the negotiation and execution of the Forbearance Agreement.

D. Syndicate and Lender Information

9. Current Lender Register. A current and complete list of all Lenders in the syndicate, together with their respective commitments and outstanding principal amounts under each facility tranche. Our current understanding of the syndicate composition, based on information provided by the Companies, is as follows:

We request that Nordbank confirm the accuracy of this information or provide an updated register reflecting any changes.

10. Loan Transfer Records. Records of any loan transfers, assignments, participations, or sub-participations effected since the original closing date of June 15, 2019, including copies of any assignment and assumption agreements, participation agreements, and related transfer documentation maintained by Nordbank in its capacity as Administrative Agent.

11. Voting and Consent Thresholds. A summary or confirmation of the applicable voting and consent thresholds under the Credit Agreement for amendments, waivers, enforcement actions, and other Lender actions requiring the consent of "Required Lenders" or any other specified voting threshold, including identification of any provisions requiring unanimous Lender consent or super-majority consent.

E. Financial Reporting and Compliance

12. Compliance Certificates. The most recent compliance certificates delivered by TSL to the Administrative Agent pursuant to the reporting requirements of the Credit Agreement, including specifically the compliance certificates for the fiscal quarters ended June 30, 2022 and September 30, 2022, together with the accompanying financial statements and officer's certificates.

13. Default Notices and Related Correspondence. All default notices, cure period notices, and related correspondence regarding the September 15, 2022 Minimum Liquidity Covenant breach and the September 30, 2022 breaches of the Maximum Net Leverage Ratio and Minimum Interest Coverage Ratio covenants, including any responses or communications from the Companies in connection therewith.

14. Cash Flow Projections. Any 13-week cash flow projections, business plans, or other financial projections previously delivered by the Companies (or on their behalf) to the Lenders or their financial advisor, Draycott Advisory Group LLC (Vanessa Chow, Partner). We understand that Draycott Advisory Group has been retained as the financial advisor to the Ad Hoc Group, and we request copies of any projections or financial information that has been shared with Draycott in connection with the restructuring discussions.

F. Other Debt Instruments (for Cross-Reference)

15. Inter-Creditor Correspondence Regarding Other Debt. C&H will separately obtain copies of the mezzanine note documentation governing the BMC notes and the Unsecured Notes indenture (with Garrison Trust Company, N.A. as indenture trustee, located at 100 Wall Street, 16th Floor, New York, New York 10005; CUSIP 87265BAB5), directly from the applicable parties. However, we request that Nordbank provide any inter-creditor correspondence, notices, agreements, or understandings between Nordbank (in its capacity as first-lien agent) and BMC or Garrison Trust Company relating to the covenant defaults, the Forbearance Agreement, or the restructuring discussions generally. This request includes, without limitation, any turnover notices, standstill notices, or purchase option notices exchanged under the Intercreditor Agreement.

G. Insurance Documentation

16. Insurance Certificates and Evidence of Coverage. Any lender-required insurance certificates, binders, or evidence of coverage maintained by the Companies pursuant to the insurance covenants of the Credit Agreement, including:

(a) hull and machinery insurance for the fleet;

(b) protection and indemnity ("P&I") coverage;

(d) the directors' and officers' liability insurance policy issued by Promontory Indemnity Insurance Co. (policy number PII-DO-2022-08847), which we understand provides a $25 million aggregate limit of liability and was brokered through Seaward & Beckett Insurance Brokers Ltd.

We request copies of the current policies or, at a minimum, the insurance certificates and endorsements naming Nordbank (as Collateral Agent) as an additional insured, loss payee, or mortgagee, as applicable.

H. Vessel-Related Documents

17. Vessel Mortgage Documentation. All vessel mortgage and ship mortgage documentation for the fleet of 50 vessels (comprising 38 dry-bulk carriers and 12 container vessels), including the original recorded mortgages, any amendments thereto, and certificates of ownership and encumbrance from the applicable flag state registries.

18. Fleet Appraisals. We understand that an updated fleet appraisal was conducted by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, principal) as of November 1, 2022, which valued the fleet at approximately $623 million, representing a decline of approximately $268 million (or 30.1%) from the January 2022 appraisal value of $891 million. We request copies of any prior appraisals, broker valuations, or desktop valuations in Nordbank's possession, including the January 2022 appraisal and any interim valuations that may have been prepared.

We recognize that certain of the foregoing documents may be voluminous, and we are happy to discuss reasonable arrangements for the production of such documents, including the use of a secure virtual data room or other electronic document exchange platform.

V. Proposed Communication Protocols

In the interest of preserving applicable privileges, facilitating orderly discussions, and ensuring that all stakeholders are appropriately informed, we propose that all substantive communications between C&H (on behalf of the Companies) and Nordbank (whether in its capacity as Administrative Agent, Collateral Agent, or as a Lender), as well as any communications with WCB on behalf of the Ad Hoc Group, be conducted through identified counsel.

The principal contacts at C&H for this matter are as follows:

Nathaniel Bower — Partner Direct Telephone: (212) 558-4127

Email: nbower@calderwoodharkness.com

Amy Chesterton — Lead Associate Direct Telephone: (212) 558-4389

Email: achesterton@calderwoodharkness.com

Nathan Ikeda — Working Associate

Email: nikeda@calderwoodharkness.com

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

We request that Nordbank confirm its preferred contacts and communication channels for the restructuring discussions, including whether substantive correspondence should be directed to Nordbank's in-house legal department, to WCB as counsel to the Ad Hoc Group, or to both, and in what circumstances.

For your reference, the principal client-side contacts for the Companies are:

• Georgios Andreadis, Chief Executive Officer, TSL

• Irini Dalakoura, Chief Financial Officer, TSL

• Marcus Hale, President, TAI

• Diana Restrepo, Vice President, Finance, TAI

VI. Confidentiality

We wish to confirm that all information and documents shared in connection with the restructuring discussions will be treated as strictly confidential by C&H and will be subject to the terms of any applicable confidentiality provisions contained in the Credit Agreement, the Forbearance Agreement, and any other agreements governing the exchange of confidential information among the parties and their respective advisors.

In addition, we request that Nordbank confirm whether a non-disclosure agreement, confidentiality agreement, or information-sharing protocol has been established with Draycott Advisory Group LLC (as financial advisor to the Ad Hoc Group) or with WCB that C&H and the Companies' other advisors should adhere to or become party to. If such an agreement or protocol exists, we would appreciate receiving a copy at your earliest convenience so that we may review its terms and arrange for execution as appropriate.

VII. Closing

We appreciate Nordbank's cooperation to date and the willingness of the Lender syndicate to engage in constructive dialogue during the standstill period. TSL and TAI remain committed to working collaboratively with Nordbank, the Ad Hoc Group, and the broader Lender syndicate toward a consensual resolution that addresses the interests of all stakeholders.

Given the limited duration of the 90-day standstill period under the Forbearance Agreement, which expires on January 8, 2023, we respectfully request that the documents and information identified above be provided at the earliest practicable date, and ideally within ten (10) business days of the date of this letter. A prompt and complete production will enable C&H to conduct its review efficiently and will facilitate the Companies' ability to engage substantively in the restructuring discussions in a timely manner.

We are, of course, available to discuss any questions regarding the foregoing requests or any other matters at your convenience. Please do not hesitate to contact me directly at the telephone number or email address listed above.

Thank you for your attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 Tel: (212) 558-4127

Email: nbower@calderwoodharkness.com

cc (via email):

Georgios Andreadis, Chief Executive Officer, Thalassa Shipping & Logistics SA Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics SA Marcus Hale, President, Thalassa Americas Inc. Stavros Papageorgiou, General Counsel, Thalassa Shipping & Logistics SA Colette Whitman, Partner, Calderwood & Harkness LLP Amy Chesterton, Associate, Calderwood & Harkness LLP James Calloway, Managing Director, Kensington Veltrian Partners LLC Alexandros Vassiliou, Partner, Vassiliou & Demetriou Law Offices

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT This letter and any attachments are confidential and may be protected by applicable privileges. If you are not the intended recipient, please notify the sender immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution is prohibited.

Lender	Outstanding Principal (approx.)
Nordbank International AG	$137 million
Harborstone Bank plc	$95 million
Triton Credit Partners LP	$68 million
Continental Maritime Lending GmbH	$72 million
Total (Ad Hoc Group)	$372 million (54.3% of $685 million facility)
Lender	Outstanding Principal (approx.)
Nordbank International AG	$137 million
Aegean Capital Bank SA	$110 million
Harborstone Bank plc	$95 million
Pacifica Trade Finance Corp.	$82 million
Continental Maritime Lending GmbH	$72 million
Triton Credit Partners LP	$68 million
Laurentian Shipping Fund II	$55 million
Caspian Asset Management Ltd.	$40 million
Pelagos Institutional Credit Fund	$26 million
Total	$685 million

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP Counselors at Law
780 Third Avenue New York, NY 10017 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
October 27, 2022
VIA EMAIL AND INTERNATIONAL COURIER
Henrik Lüdemann Managing Director, Shipping & Offshore Finance Nordbank International AG Bahnhofstrasse 78 8001 Zürich, Switzerland
Re: Thalassa Shipping & Logistics SA and Thalassa Americas Inc. — Engagement Introduction and Document Requests Matter No.: 1044-00003
Dear Mr. Lüdemann:
We write on behalf of our clients, Thalassa Shipping & Logistics Société Anonyme ("TSL") and Thalassa Americas Inc. ("TAI" and, together with TSL, the "Companies"), in connection with the ongoing restructuring discussions and related matters arising under the Senior Secured Credit Agreement dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG ("Nordbank"), in its capacity as Administrative Agent and Collateral Agent, and the syndicate of lenders from time to time party thereto (collectively, the "Lenders"). We appreciate the constructive approach that Nordbank has taken in its capacity as Administrative Agent and Collateral Agent to date, and we look forward to continuing that dialogue.
I. Introduction of Engagement
Calderwood & Harkness LLP ("C&H") has been engaged as counsel to TSL, a société anonyme organized under the laws of the Hellenic Republic, with its registered headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-owned subsidiary, TAI, a C-Corporation organized under the laws of the State of Delaware, with its principal office at 1400 McKinney Street, Suite 2200, Houston, Texas 77010. The engagement letter between C&H and the Companies was executed on October 25, 2022.
C&H has been retained to advise the Companies in connection with the ongoing restructuring discussions and all related matters arising from the covenant defaults under the Credit Agreement and the Forbearance Agreement dated as of October 10, 2022 (the "Forbearance Agreement"), as described in further detail below. Our engagement encompasses the full spectrum of restructuring alternatives available to the Companies, including the evaluation and negotiation of out-of-court restructuring options, as well as contingency planning with respect to any in-court proceedings that may become necessary.
I am the responsible partner on this matter and will serve as the primary point of contact for all communications with Nordbank and the Lender syndicate. I will be assisted by Amy Chesterton, who will serve as lead associate, and Nathan Ikeda, who will serve as working associate. Each of us can be reached at the contact information set forth in Section VI below.
In addition, C&H is working in close coordination with the Companies' other retained advisors, specifically:
• Financial Advisor: Kensington Veltrian Partners LLC ("KHP"), with James Calloway, Managing Director, serving as the lead engagement professional. KHP is advising the Companies on financial restructuring alternatives, liquidity management, and operational matters.
• Greek Counsel: Vassiliou & Demetriou Law Offices, based in Athens, Greece, with Alexandros Vassiliou, Lead Partner, serving as the primary contact. Vassiliou & Demetriou is advising TSL on all matters governed by Greek law, including issues related to TSL's corporate governance, the vessel-owning special purpose vehicle structure, and the Hellenic regulatory framework applicable to the Companies' maritime operations.
We trust that this multi-disciplinary advisory team will enable the Companies to engage in productive and well-informed discussions with Nordbank, the broader Lender syndicate, and their respective advisors.
II. Background and Context
C&H has been briefed by the Companies and their financial advisor on the relevant background circumstances, and we wish to confirm our understanding of the current state of affairs for the record.
We understand that TSL and TAI breached the Minimum Liquidity Covenant set forth in the Credit Agreement on September 15, 2022. As of that date, unrestricted cash and cash equivalents held by the Companies totaled approximately $27.3 million, which was $12.7 million below the $40.0 million minimum liquidity threshold required under the Credit Agreement. This breach constituted an Event of Default under the Credit Agreement.
We further understand that, as of September 30, 2022, the Companies were in breach of two additional financial maintenance covenants:
(a) Maximum Net Leverage Ratio Covenant: The Companies' Net Leverage Ratio as of September 30, 2022 was approximately 7.82x, which exceeded the maximum permitted Net Leverage Ratio of 5.50x; and
(b) Minimum Interest Coverage Ratio Covenant: The Companies' Interest Coverage Ratio as of September 30, 2022 was approximately 1.74x, which was below the minimum permitted Interest Coverage Ratio of 2.50x.
These additional breaches constituted further Events of Default under the Credit Agreement.
In light of these defaults, we note the execution of the Forbearance Agreement on October 10, 2022, pursuant to which the requisite Lenders agreed to a 90-day standstill period during which they would forbear from exercising remedies under the Credit Agreement in respect of the foregoing Events of Default. The standstill period under the Forbearance Agreement expires on January 8, 2023.
Given the limited duration of the standstill period, a prompt and thorough review of the underlying documentation is essential to enable C&H to provide effective counsel and to allow the Companies to engage meaningfully in restructuring discussions with all relevant stakeholders. We respectfully submit the document requests set forth in Section V below with that urgency in mind.
We also understand that Nordbank holds approximately $137 million of the $685 million in total commitments under the Credit Agreement, representing the single largest lender position in the syndicate. Nordbank's dual role as the largest Lender and as Administrative Agent and Collateral Agent underscores the importance of establishing clear lines of communication between the Companies' advisors and Nordbank.
III. Identification of Counsel to the Ad Hoc Group
C&H is aware that an informal Ad Hoc Group of Senior Secured Lenders (the "Ad Hoc Group") has been formed in connection with the restructuring discussions. We understand that the Ad Hoc Group is currently comprised of the following institutions and their respective outstanding positions under the Credit Agreement:
We understand that the Ad Hoc Group has retained Whitfield, Crane & Burgess LLP ("WCB") as its legal counsel, with Graham Whitfield III, Lead Partner, serving as the primary contact. WCB's offices are located at 51 West 52nd Street, 38th Floor, New York, New York 10019.
C&H intends to coordinate with WCB as appropriate in the course of the restructuring discussions and in connection with the exchange of information and documentation. In order to facilitate an orderly process, we respectfully request that Nordbank (or WCB, as applicable) confirm the following:
(a) the proper contacts at WCB for day-to-day communications regarding the restructuring discussions;
(b) any communication protocols that have been established by the Ad Hoc Group, including any restrictions or guidelines regarding the dissemination of confidential information among the members of the Ad Hoc Group and their respective advisors; and
(c) whether Nordbank prefers that all substantive communications be directed to WCB on behalf of the Ad Hoc Group, or whether certain matters should be directed to Nordbank separately in its capacity as Administrative Agent and Collateral Agent.
We appreciate any guidance that Nordbank and WCB can provide in this regard.
IV. Document Requests
In order to complete C&H's review and analysis of the Companies' capital structure, contractual obligations, and available restructuring alternatives, we respectfully request that Nordbank, in its capacity as Administrative Agent and Collateral Agent, provide or arrange for the provision of the following documents and information at the earliest convenience. We have organized our requests by category for ease of reference.
A. Senior Secured Credit Facility Documentation
1. Credit Agreement. The Senior Secured Credit Agreement dated as of June 15, 2019, among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the syndicate of Lenders party thereto, including all amendments, supplements, restatements, waivers, consents, and side letters executed or delivered to date. For the avoidance of doubt, this request encompasses any amendments or modifications to the financial maintenance covenants, pricing terms, payment schedules, or collateral coverage requirements that may have been effected since the original closing date.
We note our understanding that the Credit Agreement provides for the following facilities, and we request documents relating to each:
(i) Term Loan A — an amortizing term loan in the original principal amount of $400 million, with quarterly amortization payments of $10 million, CUSIP 87265BAA7;
(ii) Revolving Credit Facility — a revolving credit facility with total commitments of $200 million, drawn to approximately $185 million as of September 30, 2022; and
(iii) U.S. Tranche Term Loan B — a non-amortizing bullet maturity term loan in the original principal amount of $85 million, with TAI as the designated Co-Borrower.
We further note our understanding that the total drawn amount under the Credit Agreement as of September 30, 2022 was approximately $540 million, that the applicable interest rate is SOFR plus 375 basis points (with a default rate of SOFR plus 575 basis points), and that the stated maturity date of the Credit Agreement is June 15, 2024.
2. Security and Collateral Documents. All security documents, collateral agreements, and related instruments executed in connection with the Credit Agreement, including without limitation:
(a) ship mortgage documentation and related mortgages encumbering the fleet of 38 dry-bulk carriers and 12 container vessels (50 vessels in total);
(b) the assignment of the Houston terminal lease and any related leasehold mortgage or estoppel certificates;
(c) accounts receivable pledge agreements;
(d) equity pledge agreements covering the shares or membership interests in TAI and each of the 14 vessel-owning special purpose vehicles (the "SPVs"); and
(e) any UCC financing statements, perfection certificates, or foreign-law equivalent filings.
3. Guarantee Agreements. All guarantee agreements, if any, among TSL, TAI, and any other guarantor entities, including any upstream, downstream, or cross-stream guarantees provided by the SPVs or any other affiliates of the Companies.
4. Agent and Lender Fee Letters. All agent fee letters between TSL and Nordbank (in its capacity as Administrative Agent and/or Collateral Agent) and any lender fee letters or similar arrangements.
B. Intercreditor Agreement
5. Intercreditor Agreement. The Intercreditor Agreement dated as of June 15, 2019, between Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC ("BMC"), the holder of approximately $112.3 million in mezzanine notes bearing interest at 11.5% on a PIK toggle basis, secured by a second-priority lien on the same collateral package securing the Credit Agreement. This request includes all amendments, supplements, joinder agreements, and related correspondence between Nordbank and BMC regarding the relative priorities and enforcement rights of the first-lien and second-lien creditors.
C. Forbearance Agreement and Related Documentation
6. Forbearance Agreement. The Forbearance Agreement dated as of October 10, 2022, including all exhibits, schedules, and attachments thereto, in fully executed form with all Lender signatures.
7. Related Correspondence. Any correspondence, notices, side agreements, or supplemental understandings entered into in connection with, or contemporaneously with, the execution of the Forbearance Agreement, including any term sheets, proposals, or indications of interest exchanged between the parties prior to the execution thereof.
8. Default Notices and Reservation of Rights Letters. Any and all notices of default, notices of Event of Default, acceleration notices, or reservation of rights letters issued by Nordbank (in its capacity as Administrative Agent) to TSL, TAI, or any other obligor under the Credit Agreement, prior to or in connection with the negotiation and execution of the Forbearance Agreement.
D. Syndicate and Lender Information
9. Current Lender Register. A current and complete list of all Lenders in the syndicate, together with their respective commitments and outstanding principal amounts under each facility tranche. Our current understanding of the syndicate composition, based on information provided by the Companies, is as follows:
We request that Nordbank confirm the accuracy of this information or provide an updated register reflecting any changes.
10. Loan Transfer Records. Records of any loan transfers, assignments, participations, or sub-participations effected since the original closing date of June 15, 2019, including copies of any assignment and assumption agreements, participation agreements, and related transfer documentation maintained by Nordbank in its capacity as Administrative Agent.
11. Voting and Consent Thresholds. A summary or confirmation of the applicable voting and consent thresholds under the Credit Agreement for amendments, waivers, enforcement actions, and other Lender actions requiring the consent of "Required Lenders" or any other specified voting threshold, including identification of any provisions requiring unanimous Lender consent or super-majority consent.
E. Financial Reporting and Compliance
12. Compliance Certificates. The most recent compliance certificates delivered by TSL to the Administrative Agent pursuant to the reporting requirements of the Credit Agreement, including specifically the compliance certificates for the fiscal quarters ended June 30, 2022 and September 30, 2022, together with the accompanying financial statements and officer's certificates.
13. Default Notices and Related Correspondence. All default notices, cure period notices, and related correspondence regarding the September 15, 2022 Minimum Liquidity Covenant breach and the September 30, 2022 breaches of the Maximum Net Leverage Ratio and Minimum Interest Coverage Ratio covenants, including any responses or communications from the Companies in connection therewith.
14. Cash Flow Projections. Any 13-week cash flow projections, business plans, or other financial projections previously delivered by the Companies (or on their behalf) to the Lenders or their financial advisor, Draycott Advisory Group LLC (Vanessa Chow, Partner). We understand that Draycott Advisory Group has been retained as the financial advisor to the Ad Hoc Group, and we request copies of any projections or financial information that has been shared with Draycott in connection with the restructuring discussions.
F. Other Debt Instruments (for Cross-Reference)
15. Inter-Creditor Correspondence Regarding Other Debt. C&H will separately obtain copies of the mezzanine note documentation governing the BMC notes and the Unsecured Notes indenture (with Garrison Trust Company, N.A. as indenture trustee, located at 100 Wall Street, 16th Floor, New York, New York 10005; CUSIP 87265BAB5), directly from the applicable parties. However, we request that Nordbank provide any inter-creditor correspondence, notices, agreements, or understandings between Nordbank (in its capacity as first-lien agent) and BMC or Garrison Trust Company relating to the covenant defaults, the Forbearance Agreement, or the restructuring discussions generally. This request includes, without limitation, any turnover notices, standstill notices, or purchase option notices exchanged under the Intercreditor Agreement.
G. Insurance Documentation
16. Insurance Certificates and Evidence of Coverage. Any lender-required insurance certificates, binders, or evidence of coverage maintained by the Companies pursuant to the insurance covenants of the Credit Agreement, including:
(a) hull and machinery insurance for the fleet;
(b) protection and indemnity ("P&I") coverage;
(c) loss of hire insurance, if applicable; and
(d) the directors' and officers' liability insurance policy issued by Promontory Indemnity Insurance Co. (policy number PII-DO-2022-08847), which we understand provides a $25 million aggregate limit of liability and was brokered through Seaward & Beckett Insurance Brokers Ltd.
We request copies of the current policies or, at a minimum, the insurance certificates and endorsements naming Nordbank (as Collateral Agent) as an additional insured, loss payee, or mortgagee, as applicable.
H. Vessel-Related Documents
17. Vessel Mortgage Documentation. All vessel mortgage and ship mortgage documentation for the fleet of 50 vessels (comprising 38 dry-bulk carriers and 12 container vessels), including the original recorded mortgages, any amendments thereto, and certificates of ownership and encumbrance from the applicable flag state registries.
18. Fleet Appraisals. We understand that an updated fleet appraisal was conducted by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, principal) as of November 1, 2022, which valued the fleet at approximately $623 million, representing a decline of approximately $268 million (or 30.1%) from the January 2022 appraisal value of $891 million. We request copies of any prior appraisals, broker valuations, or desktop valuations in Nordbank's possession, including the January 2022 appraisal and any interim valuations that may have been prepared.
We recognize that certain of the foregoing documents may be voluminous, and we are happy to discuss reasonable arrangements for the production of such documents, including the use of a secure virtual data room or other electronic document exchange platform.
V. Proposed Communication Protocols
In the interest of preserving applicable privileges, facilitating orderly discussions, and ensuring that all stakeholders are appropriately informed, we propose that all substantive communications between C&H (on behalf of the Companies) and Nordbank (whether in its capacity as Administrative Agent, Collateral Agent, or as a Lender), as well as any communications with WCB on behalf of the Ad Hoc Group, be conducted through identified counsel.
The principal contacts at C&H for this matter are as follows:
Nathaniel Bower — Partner Direct Telephone: (212) 558-4127
Email: nbower@calderwoodharkness.com
Amy Chesterton — Lead Associate Direct Telephone: (212) 558-4389
Email: achesterton@calderwoodharkness.com
Nathan Ikeda — Working Associate
Email: nikeda@calderwoodharkness.com
Firm Address: Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
We request that Nordbank confirm its preferred contacts and communication channels for the restructuring discussions, including whether substantive correspondence should be directed to Nordbank's in-house legal department, to WCB as counsel to the Ad Hoc Group, or to both, and in what circumstances.
For your reference, the principal client-side contacts for the Companies are:
• Georgios Andreadis, Chief Executive Officer, TSL
• Irini Dalakoura, Chief Financial Officer, TSL
• Marcus Hale, President, TAI
• Diana Restrepo, Vice President, Finance, TAI
VI. Confidentiality
We wish to confirm that all information and documents shared in connection with the restructuring discussions will be treated as strictly confidential by C&H and will be subject to the terms of any applicable confidentiality provisions contained in the Credit Agreement, the Forbearance Agreement, and any other agreements governing the exchange of confidential information among the parties and their respective advisors.
In addition, we request that Nordbank confirm whether a non-disclosure agreement, confidentiality agreement, or information-sharing protocol has been established with Draycott Advisory Group LLC (as financial advisor to the Ad Hoc Group) or with WCB that C&H and the Companies' other advisors should adhere to or become party to. If such an agreement or protocol exists, we would appreciate receiving a copy at your earliest convenience so that we may review its terms and arrange for execution as appropriate.
VII. Closing
We appreciate Nordbank's cooperation to date and the willingness of the Lender syndicate to engage in constructive dialogue during the standstill period. TSL and TAI remain committed to working collaboratively with Nordbank, the Ad Hoc Group, and the broader Lender syndicate toward a consensual resolution that addresses the interests of all stakeholders.
Given the limited duration of the 90-day standstill period under the Forbearance Agreement, which expires on January 8, 2023, we respectfully request that the documents and information identified above be provided at the earliest practicable date, and ideally within ten (10) business days of the date of this letter. A prompt and complete production will enable C&H to conduct its review efficiently and will facilitate the Companies' ability to engage substantively in the restructuring discussions in a timely manner.
We are, of course, available to discuss any questions regarding the foregoing requests or any other matters at your convenience. Please do not hesitate to contact me directly at the telephone number or email address listed above.
Thank you for your attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 Tel: (212) 558-4127
Email: nbower@calderwoodharkness.com
cc (via email):
Georgios Andreadis, Chief Executive Officer, Thalassa Shipping & Logistics SA Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics SA Marcus Hale, President, Thalassa Americas Inc. Stavros Papageorgiou, General Counsel, Thalassa Shipping & Logistics SA Colette Whitman, Partner, Calderwood & Harkness LLP Amy Chesterton, Associate, Calderwood & Harkness LLP James Calloway, Managing Director, Kensington Veltrian Partners LLC Alexandros Vassiliou, Partner, Vassiliou & Demetriou Law Offices
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION — ATTORNEY WORK PRODUCT This letter and any attachments are confidential and may be protected by applicable privileges. If you are not the intended recipient, please notify the sender immediately and destroy all copies. Any unauthorized review, use, disclosure, or distribution is prohibited.
Lender | Outstanding Principal (approx.)
Nordbank International AG | $137 million
Harborstone Bank plc | $95 million
Triton Credit Partners LP | $68 million
Continental Maritime Lending GmbH | $72 million
Total (Ad Hoc Group) | $372 million (54.3% of $685 million facility)
Lender | Outstanding Principal (approx.)
Nordbank International AG | $137 million
Aegean Capital Bank SA | $110 million
Harborstone Bank plc | $95 million
Pacifica Trade Finance Corp. | $82 million
Continental Maritime Lending GmbH | $72 million
Triton Credit Partners LP | $68 million
Laurentian Shipping Fund II | $55 million
Caspian Asset Management Ltd. | $40 million
Pelagos Institutional Credit Fund | $26 million
Total | $685 million

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CALDERWOOD & HARKNESS LLP

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