1044-00003 · Client 1044 · documents

letter-vd-greek-law-coordination.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP 780 Third Avenue New York, NY 10017

T +1 212 558 4000 F +1 212 558 3588

May 10, 2023

VIA EMAIL AND INTERNATIONAL COURIER

Alexandros Vassiliou, Esq. Lead Partner Vassiliou & Demetriou Law Offices 15 Vasilissis Sofias Avenue Athens 10674, Greece

Re: Thalassa Shipping & Logistics Société Anonyme / Thalassa Americas Inc. — Coordination of Greek Law Requirements for RSA Closing C&H Matter No. 1044-00003

Dear Mr. Vassiliou:

1. Introduction and Purpose of Letter

As you know, Calderwood & Harkness LLP ("C&H") serves as U.S. restructuring counsel to Thalassa Shipping & Logistics Société Anonyme ("TSL"), a société anonyme (anonymi etaireia) organized under the laws of the Hellenic Republic and registered with the Athens General Commercial Registry (G.E.MI.), with its headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-owned Delaware subsidiary, Thalassa Americas Inc. ("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. This engagement was opened on October 25, 2022, under the supervision of Nathaniel Bower, responsible partner in our Bankruptcy & Restructuring Group.

The purpose of this letter is to coordinate with Vassiliou & Demetriou Law Offices ("V&D"), in your capacity as Greek law counsel to TSL, on all Greek law requirements applicable to the closing of the Restructuring Support Agreement (the "RSA") that was executed on March 14, 2023. As you are aware, the RSA was executed among TSL, TAI, Nordbank International AG (in its capacity as administrative agent and collateral agent for the senior secured lender syndicate), all nine consenting senior secured lenders, Dralvecen Mezzanine Capital LLC ("BMC"), and KFO Holdings Société Anonyme ("KFO"). The RSA provides for a comprehensive restructuring of TSL's and TAI's capital structure through a series of interrelated transactions described in further detail below.

Amendment documentation, intercreditor amendments, and related ancillary agreements are currently being finalized during the month of May 2023. The target closing date — and outside date under Section 12.1 of the RSA — is June 30, 2023 (the "Outside Date"). Failure to consummate the closing by the Outside Date would entitle any party to the RSA to terminate the agreement, which would leave TSL and TAI in a significantly deteriorated position and potentially require activation of the Chapter 11 contingency plan that we prepared earlier in this engagement.

Given the criticality of the Outside Date and the number of Greek law workstreams that must be completed before closing, we are writing to request V&D's assistance and formal confirmation on several Greek law matters described in this letter. We would be grateful if you could review each section carefully and provide a written response addressing each of the questions and requests raised herein by no later than May 20, 2023.

2. Summary of RSA Transactions Requiring Greek Law Analysis

Set forth below is a summary of the key transactions contemplated by the RSA that we believe require analysis under the laws of the Hellenic Republic. We provide this summary both for context and to facilitate cross-referencing with the enclosed transaction documents. Where specific questions for V&D arise, we have identified them at the conclusion of each subsection.

2.1 Senior Secured Credit Facility Amendment

The RSA contemplates Amendment No. 1 to that certain Senior Secured Credit Agreement, originally dated as of June 15, 2019 (as subsequently amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Original Credit Agreement"), among TSL (as borrower), TAI (as co-borrower with respect to the U.S. Tranche), Nordbank International AG, Bahnhofstrasse 78, 8001 Zürich, Switzerland (as administrative agent and collateral agent), and the lenders party thereto from time to time (collectively, the "Senior Secured Lenders").

The Original Credit Agreement provides for a total facility commitment of $685 million, structured across three tranches: (i) Term Loan A in an original principal amount of $300 million, (ii) a revolving credit facility with an original commitment of $200 million, and (iii) Term Loan B (U.S. Tranche) in an original principal amount of $100 million. As of September 30, 2022 — the reference date used throughout the RSA — the outstanding amounts were approximately $540 million in aggregate, consisting of $270 million drawn under Term Loan A, $185 million drawn under the revolving credit facility, and $85 million outstanding under Term Loan B.

The principal terms of Amendment No. 1 to the Senior Secured Credit Agreement (dated May 15, 2023) include the following:

(a) Maturity Extension. The maturity date for all tranches is extended from June 15, 2024 to June 15, 2027, providing TSL with an additional three years to service and repay the facility.

(b) PIK Conversion. $75 million of outstanding Term Loan A principal will be converted to payment-in-kind ("PIK") interest, capitalizing quarterly and compounding at the applicable PIK rate set forth in the amended credit agreement.

(c) Revolver Reduction. The revolving credit facility commitment is reduced from $200 million to $150 million, reflecting the lenders' reduced risk appetite and TSL's diminished borrowing needs during the restructuring period.

(d) Financial Covenant Reset. The financial covenants are substantially modified as follows: (i) Maximum Net Leverage Ratio reset to 7.00x for the fiscal quarter ending December 31, 2023, stepping down to 6.50x by Q4 2024 and to 5.50x by Q4 2025 and thereafter; (ii) Minimum Liquidity Covenant reduced from $40 million to $30 million; and (iii) Interest Coverage Ratio covenant waived entirely through the fiscal quarter ending December 31, 2023, and thereafter reset at 2.00x.

(e) Amendment Fee. An amendment fee of $5.4 million (calculated as 1.00% of the $540 million outstanding principal balance) payable in kind by capitalizing such amount to the Term Loan A principal balance on the closing date.

(f) Retroactive Waiver. Retroactive waiver of default interest that accrued from and after September 15, 2022, through the closing date of the RSA.

The collateral securing the Senior Secured Credit Agreement consists of first-priority liens on substantially all of TSL's and TAI's tangible and intangible assets, including, without limitation, 38 dry-bulk carriers, 12 container vessels, the Houston terminal lease, all accounts receivable, and equity interests in TAI and 14 vessel-owning special purpose vehicles organized in various jurisdictions.

Questions for V&D: We request V&D's analysis and guidance on whether Amendment No. 1 to the Senior Secured Credit Agreement requires any Greek corporate approvals beyond authorization by the TSL Board of Directors. In particular, please advise whether any Greek regulatory filings or governmental approvals are triggered by (i) the extension of the maturity date to June 15, 2027, (ii) the modifications to the financial covenants, (iii) the PIK conversion of $75 million of Term Loan A principal, or (iv) the reduction of the revolving credit facility commitment. We are also interested in whether any filings with the Athens General Commercial Registry or any other Greek public registry are required in connection with the amendment.

2.2 Mezzanine Notes Exchange

The RSA further provides for the exchange of $112.3 million in aggregate principal amount of existing mezzanine notes (the "Existing Mezzanine Notes") held by BMC (Dralvecen Mezzanine Capital LLC, 600 Lexington Avenue, 22nd Floor, New York, New York 10022; Rebecca Quimby, Senior Partner) for (i) $60 million in aggregate principal amount of new second-lien notes bearing interest at a rate of 10.0% per annum payable in kind, maturing in June 2028 (the "New Second-Lien Notes"), and (ii) 15% of the outstanding equity of TSL. This exchange represents a 46.6% haircut on the debt component, calculated as ($112.3 million minus $60 million) divided by $112.3 million, and constitutes a material concession by BMC in exchange for the equity participation.

The intercreditor arrangements between the senior secured lenders and BMC (in its capacity as holder of the New Second-Lien Notes) are governed by that certain Amended and Restated Intercreditor Agreement dated as of May 15, 2023, between Nordbank International AG (as first-lien agent) and BMC (as second-lien holder). The New Second-Lien Notes will be issued pursuant to a New Second-Lien Note Purchase Agreement and a related indenture, both dated as of May 18, 2023, with Garrison Trust Company, 100 Wall Street, 16th Floor, New York, New York 10005, serving as indenture trustee.

The equity component of the mezzanine exchange will result in the issuance to BMC of shares representing 15% of TSL's outstanding equity on a fully diluted basis. This issuance will dilute the existing equity holders proportionally. In particular, the Kostandinos family — comprising Dimitrios Kostandinos (who currently holds 62% of TSL's equity) and Elena Kostandinos-Pavlou (who currently holds 18% of TSL's equity, for a combined family stake of 80%) — will be diluted from 80% to approximately 68% (calculated as 80% multiplied by the remaining 85% post-issuance). Non-family holders, who presently hold 20% of TSL's equity, will be diluted from 20% to approximately 17%.

Questions for V&D: We request V&D's detailed analysis of the Greek corporate law requirements applicable to TSL's issuance of new equity representing a 15% stake to BMC, a Delaware limited liability company. Specifically, please address the following: (i) whether the TSL articles of association (katostatiko) require shareholder approval for such an equity issuance, or whether authorization by the Board of Directors is sufficient; (ii) whether existing shareholders of TSL hold preemptive rights (dikaioma protimisis) with respect to the new equity to be issued to BMC and, if so, whether such preemptive rights have been waived or can be waived and the procedural requirements for obtaining such waivers; (iii) whether the issuance constitutes a capital increase requiring amendment of TSL's articles of association and registration with the Athens General Commercial Registry; and (iv) whether any Greek capital markets, securities regulatory, or foreign investment filings are required in connection with the issuance of equity to a foreign entity.

2.3 KFO Holdings Equity Subscription

Pursuant to that certain Equity Subscription Agreement dated as of May 22, 2023 (the "Equity Subscription Agreement"), between TSL and KFO Holdings Société Anonyme ("KFO"), a société anonyme organized under the laws of the Hellenic Republic with its headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, KFO has agreed to subscribe for new equity in TSL in the amount of €35 million (approximately $38.2 million at the exchange rate of €1.00 = $1.0914 as of the RSA execution date of March 14, 2023). KFO is the Kostandinos family holding company, owned by Dimitrios Kostandinos (Chairman) and Elena Kostandinos-Pavlou (Vice Chairwoman). The proceeds of the KFO equity subscription are to be used for general liquidity purposes and for the payment of transaction costs incurred in connection with the RSA.

Questions for V&D: We request V&D's analysis of the Greek law requirements applicable to the KFO equity subscription, which presents several important issues under Greek corporate law given the related-party nature of the transaction. In particular, please address: (i) whether the equity subscription constitutes a capital increase (auxisi metochiko kefalaio) of TSL requiring formal amendment of TSL's articles of association and registration with the Athens General Commercial Registry; (ii) the shareholder meeting procedures required to authorize the capital increase, including applicable quorum and majority requirements under Greek Law 4548/2018 (the Greek Sociétés Anonymes Law); (iii) whether any Greek related-party transaction disclosure or approval obligations apply under applicable Greek law, given that KFO and TSL share common controlling shareholders (Dimitrios Kostandinos and Elena Kostandinos-Pavlou) and the same registered address at 42 Akti Miaouli, Piraeus 18538, Greece; (iv) the timeline for completing all necessary registration formalities with the Athens General Commercial Registry and any other applicable authorities, and whether such formalities can be completed in advance of the June 30, 2023 Outside Date; and (v) whether there are any additional procedural steps or filings specific to the fact that both the subscriber (KFO) and the issuer (TSL) are Greek sociétés anonymes controlled by the same natural persons.

2.4 Vessel Disposition Undertaking

The RSA is accompanied by a Side Letter Agreement dated as of March 14, 2023 (the "Vessel Disposition Undertaking"), between TSL and Nordbank International AG (in its capacity as agent for the Senior Secured Lenders), pursuant to which TSL has undertaken to sell six older dry-bulk carriers (with an average vessel age of approximately 18 years) within twelve months of the RSA closing date. The estimated aggregate gross sale proceeds are approximately $72 million, and the net proceeds (after customary sale costs and commissions) are required to be applied as a mandatory prepayment of Term Loan A.

Questions for V&D: Please advise whether any Greek maritime regulatory approvals, Greek flag-state requirements, or notifications to the Greek Shipping Ministry or the Piraeus port authority are required in connection with the disposition of these six vessels. Additionally, please analyze any tax implications under the Greek tonnage tax regime (foros choretikotitas) that may arise from the vessel sales, including whether the sales trigger any reassessment of TSL's tonnage tax obligations or any exit charges.

2.5 Intercompany Note Amendment

The RSA also provides for the execution of an Amended and Restated Intercompany Promissory Note dated as of May 25, 2023, from TAI (as maker) to TSL (as holder), amending and restating in its entirety the existing $76.4 million subordinated intercompany promissory note between TAI and TSL. The principal modifications include: (i) extension of the maturity date to December 2028; (ii) reduction of the interest rate from 5.0% per annum to 2.0% per annum; and (iii) express confirmation that all amounts owing under the intercompany note are subordinated to all senior and second-lien indebtedness of TSL and TAI.

Questions for V&D: Please advise on any Greek law implications arising from the modification of the intercompany note, including, without limitation, (i) any thin capitalization rules under Greek tax law that may apply given the magnitude of the intercompany indebtedness relative to TSL's equity, (ii) any transfer pricing considerations under Greek law, particularly in light of the reduction in the interest rate from 5.0% to 2.0% and the extension of the maturity to December 2028, and (iii) any documentary or stamp duty implications of the amended and restated intercompany note.

3. Greek Law 4738/2020 — Confirmation That RSA Does Not Trigger Insolvency Obligations

As you will recall, during the early stages of this engagement, C&H and V&D jointly prepared a detailed memorandum dated January 15, 2023, authored by Nathan Ikeda (with substantial input from you, Mr. Vassiliou), analyzing the Greek Debt Settlement & Insolvency Code (Law 4738/2020, as amended, the "Greek Insolvency Code") in the context of the Chapter 11 contingency plan that was under development at that time. That memorandum examined, among other things, whether TSL might be required to commence insolvency proceedings under Greek law and how such proceedings would coordinate with a potential TAI Chapter 11 filing in the United States Bankruptcy Court for the Southern District of Texas (Houston Division), as well as a possible Chapter 15 recognition proceeding to give effect to any Greek insolvency order in the United States (or vice versa).

As we have discussed, the successful negotiation and execution of the out-of-court RSA averted both the contemplated Chapter 11 filing for TAI and any Greek insolvency proceeding for TSL. The restructuring is proceeding entirely on a consensual, out-of-court basis.

Notwithstanding the consensual nature of the restructuring, we believe it is important to obtain V&D's formal written confirmation on several points relating to the Greek Insolvency Code. Accordingly, we respectfully request that V&D provide a written confirmation letter, suitable for delivery to the Senior Secured Lenders and their counsel at closing, confirming each of the following:

(a) The RSA transactions — including the senior secured credit facility amendment, the mezzanine notes exchange, the equity issuances to BMC and KFO, the vessel disposition undertaking, and the intercompany note amendment — do not constitute or trigger any filing obligations under Law 4738/2020 or any other applicable Greek insolvency or pre-insolvency statute or regulation.

(b) TSL is not required to file for insolvency proceedings (ptocheftiki diadikasia) or pre-insolvency proceedings (diadikasia exygiansis) under Greek law as a result of the financial covenant breaches that occurred in September 2022 — specifically, the Minimum Liquidity breach on September 15, 2022, when TSL's unrestricted cash balance fell to approximately $27.3 million against the $40 million covenant threshold; the Net Leverage Ratio breach at 7.82x against the 5.50x maximum permitted; and the Interest Coverage Ratio breach at 1.74x against the 2.50x minimum required — or the missed interest payment of $2,062,500 on the Senior Unsecured Notes that was due on December 1, 2022.

(c) After giving pro forma effect to the RSA closing — including receipt by TSL of the KFO equity contribution of €35 million, the reset of the financial covenants as described in Section 2.1 above, and the extension of all debt maturities — TSL will not be in a state of cessation of payments (pausi pliromon) or over-indebtedness (yperchreosi) within the meaning of Greek law, and no Greek insolvency filing obligation will arise.

(d) No notice to Greek courts, the Greek Ministry of Economy and Development, or any other Greek regulatory authority is required to be given by TSL in connection with the execution, delivery, or consummation of the RSA or any of the transactions contemplated thereby.

We would be grateful if V&D could prepare this confirmation in the form of a letter addressed to C&H, which we will then distribute to the relevant parties at closing. We anticipate that this confirmation letter will be listed as a closing deliverable on the closing checklist.

4. Greek Regulatory Filings and Approvals

In order to ensure that all applicable Greek regulatory requirements are satisfied in advance of the June 30, 2023 Outside Date, we request that V&D prepare and deliver to us a comprehensive list of all Greek regulatory filings and governmental approvals required in connection with the closing of the RSA transactions. Without limiting the generality of this request, please address each of the following:

(a) Athens General Commercial Registry (G.E.MI.). Any filings required with the Athens General Commercial Registry in connection with any capital increase of TSL, any amendment to TSL's articles of association, or any change in the equity ownership structure of TSL resulting from the mezzanine exchange (15% equity to BMC) or the KFO equity subscription.

(b) Greek Shipping Ministry and Port Authorities. Any notifications to the Greek Shipping Ministry (Ypourgeo Naftilias kai Nisiotikis Politikis) or the Piraeus port authority required in connection with the proposed disposition of the six dry-bulk carriers under the Vessel Disposition Undertaking, or any change in the security interests over Greek-flagged vessels in the TSL fleet resulting from the amendment of the Senior Secured Credit Agreement or the execution of the new second-lien security documents.

(c) Greek Tax Authorities. Any filings required with the Independent Authority for Public Revenue (Anexartiti Archi Dimosion Esodon, or AADE) or other Greek tax authorities in connection with the RSA transactions, including, without limitation, filings relating to the capital increase, the equity issuances, the amendment of the intercompany note, or the vessel dispositions. For reference, TSL's Greek Tax Identification Number (AFM) is 998214763.

(d) Competition and Foreign Investment Notifications. Any filings required with the Hellenic Competition Commission (Epitropi Antagonismou) or any Greek foreign investment screening authority in connection with BMC's acquisition of a 15% equity stake in TSL. Please advise whether such acquisition triggers any mandatory notification or approval requirements under Greek competition law or any applicable Greek foreign direct investment screening legislation.

We request that V&D provide a detailed timeline for completing each required filing or approval, working backward from the June 30, 2023 Outside Date, and identifying any filings that may require expedited processing or that present a risk of delay beyond the Outside Date.

5. Greek Corporate Approvals — Board and Shareholder Resolutions

We further request V&D's guidance on the Greek corporate governance actions required to authorize the RSA transactions on behalf of TSL. Specifically, please address each of the following:

(a) Board of Directors Resolutions. Please advise on the form and substance of TSL Board of Directors resolutions required to authorize the RSA transactions, including the execution and delivery of Amendment No. 1, the new second-lien note issuance, the equity issuances, the Vessel Disposition Undertaking, and the intercompany note amendment. We note that the current TSL Board of Directors includes Dimitrios Kostandinos (Chairman), Elena Kostandinos-Pavlou (Vice Chairwoman), and Georgios Andreadis (Chief Executive Officer). Please confirm the quorum and voting requirements for board authorization.

(b) Extraordinary General Meeting of Shareholders. Please advise whether an extraordinary general meeting (ektakti geniki synelefsi) of TSL shareholders is required to authorize any of the RSA transactions — in particular, the capital increase associated with the equity issuances to BMC and KFO — and, if so, the notice requirements, quorum requirements, and majority voting thresholds applicable to such meeting under Greek Law 4548/2018 and TSL's articles of association.

(c) Notarization and Other Formalities. Please advise whether any notarization, legalization, apostille, or other formalities are required for any corporate resolutions adopted by the TSL Board of Directors or TSL shareholders in connection with the RSA transactions.

(d) Draft Resolutions. We respectfully request that V&D prepare draft Greek-law board resolutions and shareholder resolutions (if required), in both Greek and English, for C&H's review and comment. We would appreciate receiving initial drafts by May 25, 2023, to allow sufficient time for review, comment, and finalization before the June 30, 2023 closing date.

(e) Coordination with U.S.-Side Certificates. On the U.S. side, C&H is preparing a Secretary's Certificate and an Officer's Certificate for TAI, to be signed at closing on June 30, 2023, by Marcus Hale (President of TAI) and Diana Restrepo (Vice President, Finance of TAI), respectively. We would like to coordinate the form and content of the Greek-law corporate resolutions and certificates with the U.S.-side documents to ensure consistency and avoid any gaps or overlaps in the authorization chain.

6. Greek Law Legal Opinion

Calderwood & Harkness LLP will be delivering, at the closing on June 30, 2023, U.S. law legal opinions on behalf of TAI, consisting of: (i) a due authorization and enforceability opinion, confirming that TAI has duly authorized the RSA transactions and that the transaction documents constitute valid and binding obligations of TAI enforceable in accordance with their terms; and (ii) a no-conflicts/no-violations opinion, confirming that the execution, delivery, and performance of the RSA transaction documents by TAI do not violate applicable U.S. law, TAI's certificate of incorporation or bylaws, or any material agreement to which TAI is a party. Both opinions will be addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders.

We request that V&D prepare and deliver at closing a corresponding Greek law legal opinion covering the following matters with respect to TSL:

(a) Due Organization and Valid Existence. That TSL is duly organized and validly existing as a société anonyme under the laws of the Hellenic Republic, and is in good standing (or the Greek equivalent thereof) with the Athens General Commercial Registry.

(b) Due Authorization. That TSL has duly authorized the RSA transactions, including Amendment No. 1 to the Senior Secured Credit Agreement, the issuance of the New Second-Lien Notes (to the extent TSL is a party to the relevant documentation), the equity issuances to BMC and KFO, and the amendment and restatement of the intercompany promissory note, through all requisite corporate action (board and, if applicable, shareholder approval).

(c) Enforceability. That the RSA transaction documents to which TSL is a party constitute valid and binding obligations of TSL, enforceable against TSL in accordance with their respective terms, subject to customary enforceability qualifications and exceptions.

(d) No Violation. That the execution, delivery, and performance by TSL of the RSA transaction documents do not violate (i) any applicable Greek law, regulation, or governmental order, (ii) TSL's articles of association, or (iii) any material agreement to which TSL is a party that is governed by Greek law.

(e) Law 4738/2020 Confirmation. That the RSA transactions do not trigger any filing, notice, or approval obligations under the Greek Insolvency Code (Law 4738/2020).

The Greek law legal opinion should be addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders. We are also considering whether the opinion should additionally be addressed to BMC, and we will confirm this with Kellner & Foss LLP (Theodore Kellner, lead partner) and revert to you promptly on this point. Please prepare the opinion in a form that allows for the addition of BMC as an addressee without requiring substantive revision.

7. Coordination on Greek Tax Matters

As you may be aware, Sylvia Hartwell, a specialist tax partner in our New York office, has prepared several U.S. tax memoranda addressing the cross-border tax implications of the RSA transactions, including: (i) a memorandum dated December 20, 2022, analyzing the cross-border tax structuring considerations for the restructuring; (ii) a memorandum dated December 12, 2022, analyzing the cancellation of indebtedness income ("CODI") implications of the mezzanine exchange and the applicability of Section 108 exclusions under the Internal Revenue Code; and (iii) a memorandum dated May 5, 2023, analyzing the U.S. tax treatment of the amendment fee and PIK capitalization under the amended credit agreement.

We are concerned that the Greek tax treatment of these transactions may differ materially from the U.S. tax treatment, and that the interplay between the two tax regimes — including under the U.S.-Greece Income Tax Treaty — must be carefully analyzed. Accordingly, we request that V&D coordinate with your Greek tax advisors (or, if appropriate, with a specialized Greek tax counsel engaged for this purpose) to analyze and advise on the following matters:

(a) KFO Equity Subscription. The Greek tax treatment of the KFO equity subscription in the amount of €35 million, including whether any capital duty (foros sygkentrosis kefalaion), transfer tax, or other impost applies to the subscription or the related capital increase.

(b) Mezzanine Exchange — Equity Component. The Greek tax treatment of the issuance of 15% equity to BMC in the context of the mezzanine notes exchange, including whether such issuance gives rise to any Greek tax obligations for TSL (e.g., income tax, capital gains tax, or contribution tax) and, if so, the amount and timing of such obligations.

(c) Intercompany Note Withholding Tax. The withholding tax implications under Greek law of interest payments under the amended intercompany note from TAI to TSL ($76.4 million principal, 2.0% per annum interest rate), with particular attention to the application of the U.S.-Greece Tax Treaty and any available exemptions or reduced rates for cross-border interest payments between affiliated entities.

(d) Vessel Sales — Tonnage Tax Implications. The impact on TSL's Greek tonnage tax regime of the proposed sale of the six dry-bulk carriers for estimated aggregate proceeds of $72 million, including whether the sales affect TSL's eligibility for the tonnage tax regime, trigger any reassessment of prior-year tonnage tax obligations, or give rise to any capital gains or other exit charges outside the tonnage tax framework.

(e) Stamp Duty and Documentary Taxes. Whether any Greek stamp duty (telos chartosimou) or other documentary taxes are payable in connection with the execution and delivery of the amended Senior Secured Credit Agreement, the New Second-Lien Note Purchase Agreement, the new indenture, the Equity Subscription Agreement, or the amended intercompany promissory note.

We would appreciate receiving V&D's tax analysis by May 31, 2023, in order to allow time for coordination with Ms. Hartwell and for any necessary adjustments to the transaction structure or documentation before the Outside Date.

8. Closing Deliverables — Greek Law Items

Calderwood & Harkness is in the process of preparing a comprehensive closing checklist for the RSA transactions, which will be finalized by Amy Chesterton and Nathan Ikeda and circulated to all parties on or about June 28, 2023. The closing checklist will identify all documents, certificates, opinions, and other deliverables required from each party as a condition to the closing on June 30, 2023.

We request that V&D confirm its ability to prepare, finalize, and deliver each of the following Greek-law closing items by the closing date of June 30, 2023:

1. Certified copies of TSL Board of Directors resolutions approving the RSA transactions, certified by the Secretary of the Board or such other authorized officer of TSL.

2. Certified copies of TSL shareholder resolutions (if required for the capital increase or the equity issuances), certified in accordance with applicable Greek corporate law requirements.

3. Updated excerpt from the Athens General Commercial Registry reflecting any capital increase, amendment to TSL's articles of association, or change in equity ownership resulting from the RSA transactions.

4. Greek law legal opinion addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders (and potentially BMC), as described in Section 6 above.

5. Confirmation letter regarding Law 4738/2020 non-applicability, as described in Section 3 above.

6. Good standing certificate (or Greek equivalent, such as a certificate of current registration from the Athens General Commercial Registry) for TSL.

7. Good standing certificate (or Greek equivalent) for KFO Holdings Société Anonyme.

8. Incumbency certificates for TSL officers and directors, identifying the following individuals and confirming their respective positions and specimen signatures: Dimitrios Kostandinos (Chairman), Elena Kostandinos-Pavlou (Vice Chairwoman), Georgios Andreadis (Chief Executive Officer), Irini Dalakoura (Chief Financial Officer), and Stavros Papageorgiou (General Counsel).

Please advise us as promptly as possible if you anticipate any difficulty in preparing or delivering any of the foregoing items by the June 30, 2023 closing date, so that we may assess the implications for the closing timeline and take any necessary remedial steps.

9. Coordination with Other Parties' Counsel

We wish to bring to your attention that C&H is coordinating with multiple law firms representing various parties to the RSA transactions. The relevant counsel are as follows:

• Whitfield, Crane & Burgess LLP (Graham Whitfield III, lead partner; Priya Nandakumar, senior associate), 51 West 52nd Street, 38th Floor, New York, New York 10019 — counsel to the Ad Hoc Group of Senior Secured Lenders, which consists of Nordbank International AG, Harborstone Bank, Triton Credit Partners, and Continental Maritime Lending, collectively holding approximately $372 million in claims, representing 54.3% of the $685 million total facility commitment.

• Kellner & Foss LLP (Theodore Kellner, lead partner; Samantha Ong, associate), 1185 Avenue of the Americas, 30th Floor, New York, New York 10036 — counsel to Dralvecen Mezzanine Capital LLC.

• Ashford, Brightmoor Group & McKay PC (Carolyn Brightmoor Group, lead partner; Robert Mancini, associate), 299 Park Avenue, 18th Floor, New York, New York 10171 — counsel to the informal group of holders of the $50 million aggregate principal amount of 8.25% Senior Unsecured Notes due 2025.

In the course of the closing process, it is possible — indeed, likely — that V&D will receive requests directly from one or more of these law firms for Greek law confirmations, certificates, or other deliverables. We respectfully request that V&D coordinate any such responses through Calderwood & Harkness, specifically through Nathan Ikeda and Amy Chesterton, before responding directly to any other party's counsel. This will enable us to maintain a consistent and coordinated approach to the closing process and to ensure that all representations and confirmations provided by V&D are consistent with the overall transaction documentation.

We also note for your information that Garrison Trust Company (indenture trustee for the Senior Unsecured Notes), located at 100 Wall Street, 16th Floor, New York, New York 10005, has executed a Consent and Waiver Letter dated March 20, 2023, waiving the event of default arising from TSL's failure to make the December 1, 2022 coupon payment of $2,062,500, conditioned upon payment in full of all accrued and unpaid interest on the Senior Unsecured Notes at the RSA closing.

10. Timeline and Next Steps

For your reference and planning purposes, the key remaining milestones in the RSA closing process are as follows:

As noted above, we request that V&D provide a written response to this letter by no later than May 20, 2023, identifying any impediments, issues, or timing concerns with respect to any of the Greek law matters described herein. We understand that some of the questions posed in this letter may require further research and analysis, and we are happy to receive a preliminary response by May 20 with a more detailed follow-up to be provided on a rolling basis thereafter, so long as V&D identifies any critical issues in the initial response.

We propose scheduling a coordination call during the week of May 15, 2023, with the following participants: Nathaniel Bower (responsible partner, C&H), Amy Chesterton (lead associate, C&H), Nathan Ikeda (working associate, C&H), and Alexandros Vassiliou (lead partner, V&D), together with any other V&D lawyers who will be involved in the Greek law workstreams. Please let us know your availability during that week, and we will circulate a dial-in number and proposed agenda in advance.

Finally, we request that V&D coordinate directly with TSL's General Counsel, Stavros Papageorgiou, and Chief Financial Officer, Irini Dalakoura, as needed in connection with obtaining corporate documentation, financial information, shareholder records, and other materials necessary to complete the Greek law deliverables. Both Mr. Papageorgiou and Ms. Dalakoura are available at TSL's Piraeus headquarters and have been informed of V&D's role in the closing process.

11. Background on the Matter

For completeness, and to ensure that all relevant team members at V&D have the necessary context, we provide a brief summary of the factual background that led to the engagement and the RSA.

TSL's liquidity crisis was precipitated by a severe downturn in global dry-bulk shipping markets during 2022. The Baltic Dry Index ("BDI") declined approximately 58% between January 2022 and September 2022, exerting significant downward pressure on TSL's charter rates and earnings. TSL's average daily time charter equivalent ("TCE") rate declined from $24,800 per day in fiscal year 2021 to approximately $11,200 per day in the third quarter of 2022. Correspondingly, TSL's consolidated revenues declined approximately 30.5%, from €1.42 billion in fiscal year 2021 to an estimated €987 million in fiscal year 2022.

As a result of this revenue decline and the associated cash flow deterioration, TSL breached multiple financial covenants under the Senior Secured Credit Agreement in September 2022, as described in Section 3 above, and was unable to make the $2,062,500 coupon payment due on December 1, 2022, under the Senior Unsecured Notes. The breaches and the missed payment constituted events of default under both the Senior Secured Credit Agreement and the Senior Unsecured Notes indenture.

In response, TSL and the Senior Secured Lenders entered into a Forbearance Agreement dated October 10, 2022, providing for a 90-day standstill during which the lenders agreed not to exercise remedies in exchange for TSL's cooperation in developing a restructuring plan. The Forbearance Agreement was extended twice: first from January 8, 2023 to March 8, 2023, and then from March 8, 2023 to April 7, 2023. The Forbearance Agreement was ultimately superseded by the RSA upon its execution on March 14, 2023.

Concurrently with the forbearance negotiations, C&H prepared a Chapter 11 contingency plan for TAI. The contingency plan contemplated a voluntary filing by TAI in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, supported by a $75 million debtor-in-possession ("DIP") financing facility to be provided by Nordbank International AG and Triton Credit Partners (on terms of SOFR plus 600 basis points, with a 0.50% commitment fee and a 12-month maturity). A DIP financing term sheet was received on December 15, 2022. In addition, a standby engagement for a Chief Restructuring Officer was negotiated with Alderney Management Advisors LLC (Richard "Rick" Thornberg, CRO designee, 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116). The successful negotiation of the RSA averted the need to activate either the DIP facility or the CRO engagement.

In connection with the restructuring analysis, TSL's fleet of 50 vessels (38 dry-bulk carriers and 12 container vessels) was appraised by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, 28 Poseidonos Avenue, Piraeus 18531, Greece) at $623 million as of November 1, 2022, representing a decline of $268 million (approximately 30.1%) from the $891 million valuation in January 2022. TSL's enterprise value was independently estimated by Kensington Veltrian Partners LLC (James Calloway, Managing Director) at a range of $580 million to $640 million, with a midpoint estimate of $610 million. TSL's total consolidated indebtedness as of September 30, 2022, was approximately $847.3 million across all facilities, resulting in a significant negative equity position on an enterprise value basis.

TSL has approximately 4,200 employees globally, including approximately 680 employees in the United States, the majority of whom are based at TAI's Houston headquarters and at the Houston terminal.

We are grateful for V&D's continued collaboration and invaluable assistance throughout this complex and time-sensitive matter. The importance of meeting the June 30, 2023 Outside Date cannot be overstated — a failure to close by that date would expose TSL and TAI to the risk of RSA termination, potential acceleration of the Senior Secured Credit Facility, and the activation of the Chapter 11 contingency plan, with all of the attendant costs, disruptions, and uncertainties that such a scenario would entail.

We respectfully request your prompt response to this letter, ideally by May 20, 2023, and your availability for the coordination call during the week of May 15, 2023. Please do not hesitate to contact me or Amy Chesterton with any questions or to discuss any of the matters raised herein.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathan Ikeda Working Associate, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 T: +1 212 558 4127 E: nikeda@calderwoodharkness.com

cc:

Nathaniel Bower, Responsible Partner, Calderwood & Harkness LLP

Amy Chesterton, Lead Associate, Calderwood & Harkness LLP

Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP

Georgios Andreadis, Chief Executive Officer, Thalassa Shipping & Logistics Société Anonyme

Stavros Papageorgiou, General Counsel (Greece), Thalassa Shipping & Logistics Société Anonyme

Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics Société Anonyme

Enclosures:

(1) Restructuring Support Agreement — Execution Version (dated March 14, 2023)

(2) Amendment No. 1 to Senior Secured Credit Agreement (dated May 15, 2023)

(3) Equity Subscription Agreement — KFO Holdings Société Anonyme (dated May 22, 2023)

(4) Amended and Restated Intercompany Promissory Note (dated May 25, 2023)

(5) New Second-Lien Note Purchase Agreement (dated May 18, 2023)

(6) Side Letter Agreement: Vessel Disposition Undertaking (dated March 14, 2023)

Document / Milestone	Date	Status
Amendment No. 1 to Senior Secured Credit Agreement	May 15, 2023	Executed
Amended and Restated Intercreditor Agreement	May 15, 2023	Executed
New Second-Lien Note Purchase Agreement and Indenture	May 18, 2023	Executed
Equity Subscription Agreement (KFO)	May 22, 2023	Executed
Amended and Restated Intercompany Promissory Note	May 25, 2023	Executed
V&D written response to this letter	May 20, 2023	Pending
Greek corporate approvals and regulatory filings	Mid-June 2023	Pending
Closing checklist finalization (Chesterton / Ikeda)	June 28, 2023	Pending
RSA Closing / Effective Date	June 30, 2023	Pending

CALDERWOOD & HARKNESS LLP 780 Third Avenue New York, NY 10017
T +1 212 558 4000 F +1 212 558 3588
May 10, 2023
VIA EMAIL AND INTERNATIONAL COURIER
Alexandros Vassiliou, Esq. Lead Partner Vassiliou & Demetriou Law Offices 15 Vasilissis Sofias Avenue Athens 10674, Greece
Re: Thalassa Shipping & Logistics Société Anonyme / Thalassa Americas Inc. — Coordination of Greek Law Requirements for RSA Closing C&H Matter No. 1044-00003
Dear Mr. Vassiliou:
1. Introduction and Purpose of Letter
As you know, Calderwood & Harkness LLP ("C&H") serves as U.S. restructuring counsel to Thalassa Shipping & Logistics Société Anonyme ("TSL"), a société anonyme (anonymi etaireia) organized under the laws of the Hellenic Republic and registered with the Athens General Commercial Registry (G.E.MI.), with its headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, and its wholly-owned Delaware subsidiary, Thalassa Americas Inc. ("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. This engagement was opened on October 25, 2022, under the supervision of Nathaniel Bower, responsible partner in our Bankruptcy & Restructuring Group.
The purpose of this letter is to coordinate with Vassiliou & Demetriou Law Offices ("V&D"), in your capacity as Greek law counsel to TSL, on all Greek law requirements applicable to the closing of the Restructuring Support Agreement (the "RSA") that was executed on March 14, 2023. As you are aware, the RSA was executed among TSL, TAI, Nordbank International AG (in its capacity as administrative agent and collateral agent for the senior secured lender syndicate), all nine consenting senior secured lenders, Dralvecen Mezzanine Capital LLC ("BMC"), and KFO Holdings Société Anonyme ("KFO"). The RSA provides for a comprehensive restructuring of TSL's and TAI's capital structure through a series of interrelated transactions described in further detail below.
Amendment documentation, intercreditor amendments, and related ancillary agreements are currently being finalized during the month of May 2023. The target closing date — and outside date under Section 12.1 of the RSA — is June 30, 2023 (the "Outside Date"). Failure to consummate the closing by the Outside Date would entitle any party to the RSA to terminate the agreement, which would leave TSL and TAI in a significantly deteriorated position and potentially require activation of the Chapter 11 contingency plan that we prepared earlier in this engagement.
Given the criticality of the Outside Date and the number of Greek law workstreams that must be completed before closing, we are writing to request V&D's assistance and formal confirmation on several Greek law matters described in this letter. We would be grateful if you could review each section carefully and provide a written response addressing each of the questions and requests raised herein by no later than May 20, 2023.
2. Summary of RSA Transactions Requiring Greek Law Analysis
Set forth below is a summary of the key transactions contemplated by the RSA that we believe require analysis under the laws of the Hellenic Republic. We provide this summary both for context and to facilitate cross-referencing with the enclosed transaction documents. Where specific questions for V&D arise, we have identified them at the conclusion of each subsection.
2.1 Senior Secured Credit Facility Amendment
The RSA contemplates Amendment No. 1 to that certain Senior Secured Credit Agreement, originally dated as of June 15, 2019 (as subsequently amended, restated, supplemented, or otherwise modified prior to the date hereof, the "Original Credit Agreement"), among TSL (as borrower), TAI (as co-borrower with respect to the U.S. Tranche), Nordbank International AG, Bahnhofstrasse 78, 8001 Zürich, Switzerland (as administrative agent and collateral agent), and the lenders party thereto from time to time (collectively, the "Senior Secured Lenders").
The Original Credit Agreement provides for a total facility commitment of $685 million, structured across three tranches: (i) Term Loan A in an original principal amount of $300 million, (ii) a revolving credit facility with an original commitment of $200 million, and (iii) Term Loan B (U.S. Tranche) in an original principal amount of $100 million. As of September 30, 2022 — the reference date used throughout the RSA — the outstanding amounts were approximately $540 million in aggregate, consisting of $270 million drawn under Term Loan A, $185 million drawn under the revolving credit facility, and $85 million outstanding under Term Loan B.
The principal terms of Amendment No. 1 to the Senior Secured Credit Agreement (dated May 15, 2023) include the following:
(a) Maturity Extension. The maturity date for all tranches is extended from June 15, 2024 to June 15, 2027, providing TSL with an additional three years to service and repay the facility.
(b) PIK Conversion. $75 million of outstanding Term Loan A principal will be converted to payment-in-kind ("PIK") interest, capitalizing quarterly and compounding at the applicable PIK rate set forth in the amended credit agreement.
(c) Revolver Reduction. The revolving credit facility commitment is reduced from $200 million to $150 million, reflecting the lenders' reduced risk appetite and TSL's diminished borrowing needs during the restructuring period.
(d) Financial Covenant Reset. The financial covenants are substantially modified as follows: (i) Maximum Net Leverage Ratio reset to 7.00x for the fiscal quarter ending December 31, 2023, stepping down to 6.50x by Q4 2024 and to 5.50x by Q4 2025 and thereafter; (ii) Minimum Liquidity Covenant reduced from $40 million to $30 million; and (iii) Interest Coverage Ratio covenant waived entirely through the fiscal quarter ending December 31, 2023, and thereafter reset at 2.00x.
(e) Amendment Fee. An amendment fee of $5.4 million (calculated as 1.00% of the $540 million outstanding principal balance) payable in kind by capitalizing such amount to the Term Loan A principal balance on the closing date.
(f) Retroactive Waiver. Retroactive waiver of default interest that accrued from and after September 15, 2022, through the closing date of the RSA.
The collateral securing the Senior Secured Credit Agreement consists of first-priority liens on substantially all of TSL's and TAI's tangible and intangible assets, including, without limitation, 38 dry-bulk carriers, 12 container vessels, the Houston terminal lease, all accounts receivable, and equity interests in TAI and 14 vessel-owning special purpose vehicles organized in various jurisdictions.
Questions for V&D: We request V&D's analysis and guidance on whether Amendment No. 1 to the Senior Secured Credit Agreement requires any Greek corporate approvals beyond authorization by the TSL Board of Directors. In particular, please advise whether any Greek regulatory filings or governmental approvals are triggered by (i) the extension of the maturity date to June 15, 2027, (ii) the modifications to the financial covenants, (iii) the PIK conversion of $75 million of Term Loan A principal, or (iv) the reduction of the revolving credit facility commitment. We are also interested in whether any filings with the Athens General Commercial Registry or any other Greek public registry are required in connection with the amendment.
2.2 Mezzanine Notes Exchange
The RSA further provides for the exchange of $112.3 million in aggregate principal amount of existing mezzanine notes (the "Existing Mezzanine Notes") held by BMC (Dralvecen Mezzanine Capital LLC, 600 Lexington Avenue, 22nd Floor, New York, New York 10022; Rebecca Quimby, Senior Partner) for (i) $60 million in aggregate principal amount of new second-lien notes bearing interest at a rate of 10.0% per annum payable in kind, maturing in June 2028 (the "New Second-Lien Notes"), and (ii) 15% of the outstanding equity of TSL. This exchange represents a 46.6% haircut on the debt component, calculated as ($112.3 million minus $60 million) divided by $112.3 million, and constitutes a material concession by BMC in exchange for the equity participation.
The intercreditor arrangements between the senior secured lenders and BMC (in its capacity as holder of the New Second-Lien Notes) are governed by that certain Amended and Restated Intercreditor Agreement dated as of May 15, 2023, between Nordbank International AG (as first-lien agent) and BMC (as second-lien holder). The New Second-Lien Notes will be issued pursuant to a New Second-Lien Note Purchase Agreement and a related indenture, both dated as of May 18, 2023, with Garrison Trust Company, 100 Wall Street, 16th Floor, New York, New York 10005, serving as indenture trustee.
The equity component of the mezzanine exchange will result in the issuance to BMC of shares representing 15% of TSL's outstanding equity on a fully diluted basis. This issuance will dilute the existing equity holders proportionally. In particular, the Kostandinos family — comprising Dimitrios Kostandinos (who currently holds 62% of TSL's equity) and Elena Kostandinos-Pavlou (who currently holds 18% of TSL's equity, for a combined family stake of 80%) — will be diluted from 80% to approximately 68% (calculated as 80% multiplied by the remaining 85% post-issuance). Non-family holders, who presently hold 20% of TSL's equity, will be diluted from 20% to approximately 17%.
Questions for V&D: We request V&D's detailed analysis of the Greek corporate law requirements applicable to TSL's issuance of new equity representing a 15% stake to BMC, a Delaware limited liability company. Specifically, please address the following: (i) whether the TSL articles of association (katostatiko) require shareholder approval for such an equity issuance, or whether authorization by the Board of Directors is sufficient; (ii) whether existing shareholders of TSL hold preemptive rights (dikaioma protimisis) with respect to the new equity to be issued to BMC and, if so, whether such preemptive rights have been waived or can be waived and the procedural requirements for obtaining such waivers; (iii) whether the issuance constitutes a capital increase requiring amendment of TSL's articles of association and registration with the Athens General Commercial Registry; and (iv) whether any Greek capital markets, securities regulatory, or foreign investment filings are required in connection with the issuance of equity to a foreign entity.
2.3 KFO Holdings Equity Subscription
Pursuant to that certain Equity Subscription Agreement dated as of May 22, 2023 (the "Equity Subscription Agreement"), between TSL and KFO Holdings Société Anonyme ("KFO"), a société anonyme organized under the laws of the Hellenic Republic with its headquarters at 42 Akti Miaouli, Piraeus 18538, Greece, KFO has agreed to subscribe for new equity in TSL in the amount of €35 million (approximately $38.2 million at the exchange rate of €1.00 = $1.0914 as of the RSA execution date of March 14, 2023). KFO is the Kostandinos family holding company, owned by Dimitrios Kostandinos (Chairman) and Elena Kostandinos-Pavlou (Vice Chairwoman). The proceeds of the KFO equity subscription are to be used for general liquidity purposes and for the payment of transaction costs incurred in connection with the RSA.
Questions for V&D: We request V&D's analysis of the Greek law requirements applicable to the KFO equity subscription, which presents several important issues under Greek corporate law given the related-party nature of the transaction. In particular, please address: (i) whether the equity subscription constitutes a capital increase (auxisi metochiko kefalaio) of TSL requiring formal amendment of TSL's articles of association and registration with the Athens General Commercial Registry; (ii) the shareholder meeting procedures required to authorize the capital increase, including applicable quorum and majority requirements under Greek Law 4548/2018 (the Greek Sociétés Anonymes Law); (iii) whether any Greek related-party transaction disclosure or approval obligations apply under applicable Greek law, given that KFO and TSL share common controlling shareholders (Dimitrios Kostandinos and Elena Kostandinos-Pavlou) and the same registered address at 42 Akti Miaouli, Piraeus 18538, Greece; (iv) the timeline for completing all necessary registration formalities with the Athens General Commercial Registry and any other applicable authorities, and whether such formalities can be completed in advance of the June 30, 2023 Outside Date; and (v) whether there are any additional procedural steps or filings specific to the fact that both the subscriber (KFO) and the issuer (TSL) are Greek sociétés anonymes controlled by the same natural persons.
2.4 Vessel Disposition Undertaking
The RSA is accompanied by a Side Letter Agreement dated as of March 14, 2023 (the "Vessel Disposition Undertaking"), between TSL and Nordbank International AG (in its capacity as agent for the Senior Secured Lenders), pursuant to which TSL has undertaken to sell six older dry-bulk carriers (with an average vessel age of approximately 18 years) within twelve months of the RSA closing date. The estimated aggregate gross sale proceeds are approximately $72 million, and the net proceeds (after customary sale costs and commissions) are required to be applied as a mandatory prepayment of Term Loan A.
Questions for V&D: Please advise whether any Greek maritime regulatory approvals, Greek flag-state requirements, or notifications to the Greek Shipping Ministry or the Piraeus port authority are required in connection with the disposition of these six vessels. Additionally, please analyze any tax implications under the Greek tonnage tax regime (foros choretikotitas) that may arise from the vessel sales, including whether the sales trigger any reassessment of TSL's tonnage tax obligations or any exit charges.
2.5 Intercompany Note Amendment
The RSA also provides for the execution of an Amended and Restated Intercompany Promissory Note dated as of May 25, 2023, from TAI (as maker) to TSL (as holder), amending and restating in its entirety the existing $76.4 million subordinated intercompany promissory note between TAI and TSL. The principal modifications include: (i) extension of the maturity date to December 2028; (ii) reduction of the interest rate from 5.0% per annum to 2.0% per annum; and (iii) express confirmation that all amounts owing under the intercompany note are subordinated to all senior and second-lien indebtedness of TSL and TAI.
Questions for V&D: Please advise on any Greek law implications arising from the modification of the intercompany note, including, without limitation, (i) any thin capitalization rules under Greek tax law that may apply given the magnitude of the intercompany indebtedness relative to TSL's equity, (ii) any transfer pricing considerations under Greek law, particularly in light of the reduction in the interest rate from 5.0% to 2.0% and the extension of the maturity to December 2028, and (iii) any documentary or stamp duty implications of the amended and restated intercompany note.
3. Greek Law 4738/2020 — Confirmation That RSA Does Not Trigger Insolvency Obligations
As you will recall, during the early stages of this engagement, C&H and V&D jointly prepared a detailed memorandum dated January 15, 2023, authored by Nathan Ikeda (with substantial input from you, Mr. Vassiliou), analyzing the Greek Debt Settlement & Insolvency Code (Law 4738/2020, as amended, the "Greek Insolvency Code") in the context of the Chapter 11 contingency plan that was under development at that time. That memorandum examined, among other things, whether TSL might be required to commence insolvency proceedings under Greek law and how such proceedings would coordinate with a potential TAI Chapter 11 filing in the United States Bankruptcy Court for the Southern District of Texas (Houston Division), as well as a possible Chapter 15 recognition proceeding to give effect to any Greek insolvency order in the United States (or vice versa).
As we have discussed, the successful negotiation and execution of the out-of-court RSA averted both the contemplated Chapter 11 filing for TAI and any Greek insolvency proceeding for TSL. The restructuring is proceeding entirely on a consensual, out-of-court basis.
Notwithstanding the consensual nature of the restructuring, we believe it is important to obtain V&D's formal written confirmation on several points relating to the Greek Insolvency Code. Accordingly, we respectfully request that V&D provide a written confirmation letter, suitable for delivery to the Senior Secured Lenders and their counsel at closing, confirming each of the following:
(a) The RSA transactions — including the senior secured credit facility amendment, the mezzanine notes exchange, the equity issuances to BMC and KFO, the vessel disposition undertaking, and the intercompany note amendment — do not constitute or trigger any filing obligations under Law 4738/2020 or any other applicable Greek insolvency or pre-insolvency statute or regulation.
(b) TSL is not required to file for insolvency proceedings (ptocheftiki diadikasia) or pre-insolvency proceedings (diadikasia exygiansis) under Greek law as a result of the financial covenant breaches that occurred in September 2022 — specifically, the Minimum Liquidity breach on September 15, 2022, when TSL's unrestricted cash balance fell to approximately $27.3 million against the $40 million covenant threshold; the Net Leverage Ratio breach at 7.82x against the 5.50x maximum permitted; and the Interest Coverage Ratio breach at 1.74x against the 2.50x minimum required — or the missed interest payment of $2,062,500 on the Senior Unsecured Notes that was due on December 1, 2022.
(c) After giving pro forma effect to the RSA closing — including receipt by TSL of the KFO equity contribution of €35 million, the reset of the financial covenants as described in Section 2.1 above, and the extension of all debt maturities — TSL will not be in a state of cessation of payments (pausi pliromon) or over-indebtedness (yperchreosi) within the meaning of Greek law, and no Greek insolvency filing obligation will arise.
(d) No notice to Greek courts, the Greek Ministry of Economy and Development, or any other Greek regulatory authority is required to be given by TSL in connection with the execution, delivery, or consummation of the RSA or any of the transactions contemplated thereby.
We would be grateful if V&D could prepare this confirmation in the form of a letter addressed to C&H, which we will then distribute to the relevant parties at closing. We anticipate that this confirmation letter will be listed as a closing deliverable on the closing checklist.
4. Greek Regulatory Filings and Approvals
In order to ensure that all applicable Greek regulatory requirements are satisfied in advance of the June 30, 2023 Outside Date, we request that V&D prepare and deliver to us a comprehensive list of all Greek regulatory filings and governmental approvals required in connection with the closing of the RSA transactions. Without limiting the generality of this request, please address each of the following:
(a) Athens General Commercial Registry (G.E.MI.). Any filings required with the Athens General Commercial Registry in connection with any capital increase of TSL, any amendment to TSL's articles of association, or any change in the equity ownership structure of TSL resulting from the mezzanine exchange (15% equity to BMC) or the KFO equity subscription.
(b) Greek Shipping Ministry and Port Authorities. Any notifications to the Greek Shipping Ministry (Ypourgeo Naftilias kai Nisiotikis Politikis) or the Piraeus port authority required in connection with the proposed disposition of the six dry-bulk carriers under the Vessel Disposition Undertaking, or any change in the security interests over Greek-flagged vessels in the TSL fleet resulting from the amendment of the Senior Secured Credit Agreement or the execution of the new second-lien security documents.
(c) Greek Tax Authorities. Any filings required with the Independent Authority for Public Revenue (Anexartiti Archi Dimosion Esodon, or AADE) or other Greek tax authorities in connection with the RSA transactions, including, without limitation, filings relating to the capital increase, the equity issuances, the amendment of the intercompany note, or the vessel dispositions. For reference, TSL's Greek Tax Identification Number (AFM) is 998214763.
(d) Competition and Foreign Investment Notifications. Any filings required with the Hellenic Competition Commission (Epitropi Antagonismou) or any Greek foreign investment screening authority in connection with BMC's acquisition of a 15% equity stake in TSL. Please advise whether such acquisition triggers any mandatory notification or approval requirements under Greek competition law or any applicable Greek foreign direct investment screening legislation.
We request that V&D provide a detailed timeline for completing each required filing or approval, working backward from the June 30, 2023 Outside Date, and identifying any filings that may require expedited processing or that present a risk of delay beyond the Outside Date.
5. Greek Corporate Approvals — Board and Shareholder Resolutions
We further request V&D's guidance on the Greek corporate governance actions required to authorize the RSA transactions on behalf of TSL. Specifically, please address each of the following:
(a) Board of Directors Resolutions. Please advise on the form and substance of TSL Board of Directors resolutions required to authorize the RSA transactions, including the execution and delivery of Amendment No. 1, the new second-lien note issuance, the equity issuances, the Vessel Disposition Undertaking, and the intercompany note amendment. We note that the current TSL Board of Directors includes Dimitrios Kostandinos (Chairman), Elena Kostandinos-Pavlou (Vice Chairwoman), and Georgios Andreadis (Chief Executive Officer). Please confirm the quorum and voting requirements for board authorization.
(b) Extraordinary General Meeting of Shareholders. Please advise whether an extraordinary general meeting (ektakti geniki synelefsi) of TSL shareholders is required to authorize any of the RSA transactions — in particular, the capital increase associated with the equity issuances to BMC and KFO — and, if so, the notice requirements, quorum requirements, and majority voting thresholds applicable to such meeting under Greek Law 4548/2018 and TSL's articles of association.
(c) Notarization and Other Formalities. Please advise whether any notarization, legalization, apostille, or other formalities are required for any corporate resolutions adopted by the TSL Board of Directors or TSL shareholders in connection with the RSA transactions.
(d) Draft Resolutions. We respectfully request that V&D prepare draft Greek-law board resolutions and shareholder resolutions (if required), in both Greek and English, for C&H's review and comment. We would appreciate receiving initial drafts by May 25, 2023, to allow sufficient time for review, comment, and finalization before the June 30, 2023 closing date.
(e) Coordination with U.S.-Side Certificates. On the U.S. side, C&H is preparing a Secretary's Certificate and an Officer's Certificate for TAI, to be signed at closing on June 30, 2023, by Marcus Hale (President of TAI) and Diana Restrepo (Vice President, Finance of TAI), respectively. We would like to coordinate the form and content of the Greek-law corporate resolutions and certificates with the U.S.-side documents to ensure consistency and avoid any gaps or overlaps in the authorization chain.
6. Greek Law Legal Opinion
Calderwood & Harkness LLP will be delivering, at the closing on June 30, 2023, U.S. law legal opinions on behalf of TAI, consisting of: (i) a due authorization and enforceability opinion, confirming that TAI has duly authorized the RSA transactions and that the transaction documents constitute valid and binding obligations of TAI enforceable in accordance with their terms; and (ii) a no-conflicts/no-violations opinion, confirming that the execution, delivery, and performance of the RSA transaction documents by TAI do not violate applicable U.S. law, TAI's certificate of incorporation or bylaws, or any material agreement to which TAI is a party. Both opinions will be addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders.
We request that V&D prepare and deliver at closing a corresponding Greek law legal opinion covering the following matters with respect to TSL:
(a) Due Organization and Valid Existence. That TSL is duly organized and validly existing as a société anonyme under the laws of the Hellenic Republic, and is in good standing (or the Greek equivalent thereof) with the Athens General Commercial Registry.
(b) Due Authorization. That TSL has duly authorized the RSA transactions, including Amendment No. 1 to the Senior Secured Credit Agreement, the issuance of the New Second-Lien Notes (to the extent TSL is a party to the relevant documentation), the equity issuances to BMC and KFO, and the amendment and restatement of the intercompany promissory note, through all requisite corporate action (board and, if applicable, shareholder approval).
(c) Enforceability. That the RSA transaction documents to which TSL is a party constitute valid and binding obligations of TSL, enforceable against TSL in accordance with their respective terms, subject to customary enforceability qualifications and exceptions.
(d) No Violation. That the execution, delivery, and performance by TSL of the RSA transaction documents do not violate (i) any applicable Greek law, regulation, or governmental order, (ii) TSL's articles of association, or (iii) any material agreement to which TSL is a party that is governed by Greek law.
(e) Law 4738/2020 Confirmation. That the RSA transactions do not trigger any filing, notice, or approval obligations under the Greek Insolvency Code (Law 4738/2020).
The Greek law legal opinion should be addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders. We are also considering whether the opinion should additionally be addressed to BMC, and we will confirm this with Kellner & Foss LLP (Theodore Kellner, lead partner) and revert to you promptly on this point. Please prepare the opinion in a form that allows for the addition of BMC as an addressee without requiring substantive revision.
7. Coordination on Greek Tax Matters
As you may be aware, Sylvia Hartwell, a specialist tax partner in our New York office, has prepared several U.S. tax memoranda addressing the cross-border tax implications of the RSA transactions, including: (i) a memorandum dated December 20, 2022, analyzing the cross-border tax structuring considerations for the restructuring; (ii) a memorandum dated December 12, 2022, analyzing the cancellation of indebtedness income ("CODI") implications of the mezzanine exchange and the applicability of Section 108 exclusions under the Internal Revenue Code; and (iii) a memorandum dated May 5, 2023, analyzing the U.S. tax treatment of the amendment fee and PIK capitalization under the amended credit agreement.
We are concerned that the Greek tax treatment of these transactions may differ materially from the U.S. tax treatment, and that the interplay between the two tax regimes — including under the U.S.-Greece Income Tax Treaty — must be carefully analyzed. Accordingly, we request that V&D coordinate with your Greek tax advisors (or, if appropriate, with a specialized Greek tax counsel engaged for this purpose) to analyze and advise on the following matters:
(a) KFO Equity Subscription. The Greek tax treatment of the KFO equity subscription in the amount of €35 million, including whether any capital duty (foros sygkentrosis kefalaion), transfer tax, or other impost applies to the subscription or the related capital increase.
(b) Mezzanine Exchange — Equity Component. The Greek tax treatment of the issuance of 15% equity to BMC in the context of the mezzanine notes exchange, including whether such issuance gives rise to any Greek tax obligations for TSL (e.g., income tax, capital gains tax, or contribution tax) and, if so, the amount and timing of such obligations.
(c) Intercompany Note Withholding Tax. The withholding tax implications under Greek law of interest payments under the amended intercompany note from TAI to TSL ($76.4 million principal, 2.0% per annum interest rate), with particular attention to the application of the U.S.-Greece Tax Treaty and any available exemptions or reduced rates for cross-border interest payments between affiliated entities.
(d) Vessel Sales — Tonnage Tax Implications. The impact on TSL's Greek tonnage tax regime of the proposed sale of the six dry-bulk carriers for estimated aggregate proceeds of $72 million, including whether the sales affect TSL's eligibility for the tonnage tax regime, trigger any reassessment of prior-year tonnage tax obligations, or give rise to any capital gains or other exit charges outside the tonnage tax framework.
(e) Stamp Duty and Documentary Taxes. Whether any Greek stamp duty (telos chartosimou) or other documentary taxes are payable in connection with the execution and delivery of the amended Senior Secured Credit Agreement, the New Second-Lien Note Purchase Agreement, the new indenture, the Equity Subscription Agreement, or the amended intercompany promissory note.
We would appreciate receiving V&D's tax analysis by May 31, 2023, in order to allow time for coordination with Ms. Hartwell and for any necessary adjustments to the transaction structure or documentation before the Outside Date.
8. Closing Deliverables — Greek Law Items
Calderwood & Harkness is in the process of preparing a comprehensive closing checklist for the RSA transactions, which will be finalized by Amy Chesterton and Nathan Ikeda and circulated to all parties on or about June 28, 2023. The closing checklist will identify all documents, certificates, opinions, and other deliverables required from each party as a condition to the closing on June 30, 2023.
We request that V&D confirm its ability to prepare, finalize, and deliver each of the following Greek-law closing items by the closing date of June 30, 2023:
1.  Certified copies of TSL Board of Directors resolutions approving the RSA transactions, certified by the Secretary of the Board or such other authorized officer of TSL.
2.  Certified copies of TSL shareholder resolutions (if required for the capital increase or the equity issuances), certified in accordance with applicable Greek corporate law requirements.
3.  Updated excerpt from the Athens General Commercial Registry reflecting any capital increase, amendment to TSL's articles of association, or change in equity ownership resulting from the RSA transactions.
4.  Greek law legal opinion addressed to Nordbank International AG (as administrative agent) and the Senior Secured Lenders (and potentially BMC), as described in Section 6 above.
5.  Confirmation letter regarding Law 4738/2020 non-applicability, as described in Section 3 above.
6.  Good standing certificate (or Greek equivalent, such as a certificate of current registration from the Athens General Commercial Registry) for TSL.
7.  Good standing certificate (or Greek equivalent) for KFO Holdings Société Anonyme.
8.  Incumbency certificates for TSL officers and directors, identifying the following individuals and confirming their respective positions and specimen signatures: Dimitrios Kostandinos (Chairman), Elena Kostandinos-Pavlou (Vice Chairwoman), Georgios Andreadis (Chief Executive Officer), Irini Dalakoura (Chief Financial Officer), and Stavros Papageorgiou (General Counsel).
Please advise us as promptly as possible if you anticipate any difficulty in preparing or delivering any of the foregoing items by the June 30, 2023 closing date, so that we may assess the implications for the closing timeline and take any necessary remedial steps.
9. Coordination with Other Parties' Counsel
We wish to bring to your attention that C&H is coordinating with multiple law firms representing various parties to the RSA transactions. The relevant counsel are as follows:
•  Whitfield, Crane & Burgess LLP (Graham Whitfield III, lead partner; Priya Nandakumar, senior associate), 51 West 52nd Street, 38th Floor, New York, New York 10019 — counsel to the Ad Hoc Group of Senior Secured Lenders, which consists of Nordbank International AG, Harborstone Bank, Triton Credit Partners, and Continental Maritime Lending, collectively holding approximately $372 million in claims, representing 54.3% of the $685 million total facility commitment.
•  Kellner & Foss LLP (Theodore Kellner, lead partner; Samantha Ong, associate), 1185 Avenue of the Americas, 30th Floor, New York, New York 10036 — counsel to Dralvecen Mezzanine Capital LLC.
•  Ashford, Brightmoor Group & McKay PC (Carolyn Brightmoor Group, lead partner; Robert Mancini, associate), 299 Park Avenue, 18th Floor, New York, New York 10171 — counsel to the informal group of holders of the $50 million aggregate principal amount of 8.25% Senior Unsecured Notes due 2025.
In the course of the closing process, it is possible — indeed, likely — that V&D will receive requests directly from one or more of these law firms for Greek law confirmations, certificates, or other deliverables. We respectfully request that V&D coordinate any such responses through Calderwood & Harkness, specifically through Nathan Ikeda and Amy Chesterton, before responding directly to any other party's counsel. This will enable us to maintain a consistent and coordinated approach to the closing process and to ensure that all representations and confirmations provided by V&D are consistent with the overall transaction documentation.
We also note for your information that Garrison Trust Company (indenture trustee for the Senior Unsecured Notes), located at 100 Wall Street, 16th Floor, New York, New York 10005, has executed a Consent and Waiver Letter dated March 20, 2023, waiving the event of default arising from TSL's failure to make the December 1, 2022 coupon payment of $2,062,500, conditioned upon payment in full of all accrued and unpaid interest on the Senior Unsecured Notes at the RSA closing.
10. Timeline and Next Steps
For your reference and planning purposes, the key remaining milestones in the RSA closing process are as follows:
As noted above, we request that V&D provide a written response to this letter by no later than May 20, 2023, identifying any impediments, issues, or timing concerns with respect to any of the Greek law matters described herein. We understand that some of the questions posed in this letter may require further research and analysis, and we are happy to receive a preliminary response by May 20 with a more detailed follow-up to be provided on a rolling basis thereafter, so long as V&D identifies any critical issues in the initial response.
We propose scheduling a coordination call during the week of May 15, 2023, with the following participants: Nathaniel Bower (responsible partner, C&H), Amy Chesterton (lead associate, C&H), Nathan Ikeda (working associate, C&H), and Alexandros Vassiliou (lead partner, V&D), together with any other V&D lawyers who will be involved in the Greek law workstreams. Please let us know your availability during that week, and we will circulate a dial-in number and proposed agenda in advance.
Finally, we request that V&D coordinate directly with TSL's General Counsel, Stavros Papageorgiou, and Chief Financial Officer, Irini Dalakoura, as needed in connection with obtaining corporate documentation, financial information, shareholder records, and other materials necessary to complete the Greek law deliverables. Both Mr. Papageorgiou and Ms. Dalakoura are available at TSL's Piraeus headquarters and have been informed of V&D's role in the closing process.
11. Background on the Matter
For completeness, and to ensure that all relevant team members at V&D have the necessary context, we provide a brief summary of the factual background that led to the engagement and the RSA.
TSL's liquidity crisis was precipitated by a severe downturn in global dry-bulk shipping markets during 2022. The Baltic Dry Index ("BDI") declined approximately 58% between January 2022 and September 2022, exerting significant downward pressure on TSL's charter rates and earnings. TSL's average daily time charter equivalent ("TCE") rate declined from $24,800 per day in fiscal year 2021 to approximately $11,200 per day in the third quarter of 2022. Correspondingly, TSL's consolidated revenues declined approximately 30.5%, from €1.42 billion in fiscal year 2021 to an estimated €987 million in fiscal year 2022.
As a result of this revenue decline and the associated cash flow deterioration, TSL breached multiple financial covenants under the Senior Secured Credit Agreement in September 2022, as described in Section 3 above, and was unable to make the $2,062,500 coupon payment due on December 1, 2022, under the Senior Unsecured Notes. The breaches and the missed payment constituted events of default under both the Senior Secured Credit Agreement and the Senior Unsecured Notes indenture.
In response, TSL and the Senior Secured Lenders entered into a Forbearance Agreement dated October 10, 2022, providing for a 90-day standstill during which the lenders agreed not to exercise remedies in exchange for TSL's cooperation in developing a restructuring plan. The Forbearance Agreement was extended twice: first from January 8, 2023 to March 8, 2023, and then from March 8, 2023 to April 7, 2023. The Forbearance Agreement was ultimately superseded by the RSA upon its execution on March 14, 2023.
Concurrently with the forbearance negotiations, C&H prepared a Chapter 11 contingency plan for TAI. The contingency plan contemplated a voluntary filing by TAI in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, supported by a $75 million debtor-in-possession ("DIP") financing facility to be provided by Nordbank International AG and Triton Credit Partners (on terms of SOFR plus 600 basis points, with a 0.50% commitment fee and a 12-month maturity). A DIP financing term sheet was received on December 15, 2022. In addition, a standby engagement for a Chief Restructuring Officer was negotiated with Alderney Management Advisors LLC (Richard "Rick" Thornberg, CRO designee, 200 Clarendon Street, 45th Floor, Boston, Massachusetts 02116). The successful negotiation of the RSA averted the need to activate either the DIP facility or the CRO engagement.
In connection with the restructuring analysis, TSL's fleet of 50 vessels (38 dry-bulk carriers and 12 container vessels) was appraised by Drakos Maritime Valuations Ltd. (Captain Nikos Drakos, 28 Poseidonos Avenue, Piraeus 18531, Greece) at $623 million as of November 1, 2022, representing a decline of $268 million (approximately 30.1%) from the $891 million valuation in January 2022. TSL's enterprise value was independently estimated by Kensington Veltrian Partners LLC (James Calloway, Managing Director) at a range of $580 million to $640 million, with a midpoint estimate of $610 million. TSL's total consolidated indebtedness as of September 30, 2022, was approximately $847.3 million across all facilities, resulting in a significant negative equity position on an enterprise value basis.
TSL has approximately 4,200 employees globally, including approximately 680 employees in the United States, the majority of whom are based at TAI's Houston headquarters and at the Houston terminal.
We are grateful for V&D's continued collaboration and invaluable assistance throughout this complex and time-sensitive matter. The importance of meeting the June 30, 2023 Outside Date cannot be overstated — a failure to close by that date would expose TSL and TAI to the risk of RSA termination, potential acceleration of the Senior Secured Credit Facility, and the activation of the Chapter 11 contingency plan, with all of the attendant costs, disruptions, and uncertainties that such a scenario would entail.
We respectfully request your prompt response to this letter, ideally by May 20, 2023, and your availability for the coordination call during the week of May 15, 2023. Please do not hesitate to contact me or Amy Chesterton with any questions or to discuss any of the matters raised herein.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathan Ikeda Working Associate, Bankruptcy & Restructuring Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017 T: +1 212 558 4127 E: nikeda@calderwoodharkness.com
cc:
Nathaniel Bower, Responsible Partner, Calderwood & Harkness LLP
Amy Chesterton, Lead Associate, Calderwood & Harkness LLP
Sylvia Hartwell, Specialist Partner (Tax), Calderwood & Harkness LLP
Georgios Andreadis, Chief Executive Officer, Thalassa Shipping & Logistics Société Anonyme
Stavros Papageorgiou, General Counsel (Greece), Thalassa Shipping & Logistics Société Anonyme
Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics Société Anonyme
Enclosures:
(1) Restructuring Support Agreement — Execution Version (dated March 14, 2023)
(2) Amendment No. 1 to Senior Secured Credit Agreement (dated May 15, 2023)
(3) Equity Subscription Agreement — KFO Holdings Société Anonyme (dated May 22, 2023)
(4) Amended and Restated Intercompany Promissory Note (dated May 25, 2023)
(5) New Second-Lien Note Purchase Agreement (dated May 18, 2023)
(6) Side Letter Agreement: Vessel Disposition Undertaking (dated March 14, 2023)
Document / Milestone | Date | Status
Amendment No. 1 to Senior Secured Credit Agreement | May 15, 2023 | Executed
Amended and Restated Intercreditor Agreement | May 15, 2023 | Executed
New Second-Lien Note Purchase Agreement and Indenture | May 18, 2023 | Executed
Equity Subscription Agreement (KFO) | May 22, 2023 | Executed
Amended and Restated Intercompany Promissory Note | May 25, 2023 | Executed
V&D written response to this letter | May 20, 2023 | Pending
Greek corporate approvals and regulatory filings | Mid-June 2023 | Pending
Closing checklist finalization (Chesterton / Ikeda) | June 28, 2023 | Pending
RSA Closing / Effective Date | June 30, 2023 | Pending

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