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OFFICER'S CERTIFICATE OF THALASSA AMERICAS INC.

Delivered Pursuant to Section 7.01(c) of the Restructuring Support Agreement dated March 14, 2023 and Section 4.02(d) of Amendment No. 1 to the Senior Secured Credit Agreement dated May 15, 2023

June 30, 2023

PREAMBLE

The undersigned, Marcus Hale, hereby delivers this Officer's Certificate (this "Certificate") in his capacity as the duly elected and acting President of Thalassa Americas Inc., a corporation organized and existing under the laws of the State of Delaware ("TAI"), with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, Employer Identification Number 84-3291057.

TAI is a wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), with its registered address at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (Arithmos Forologikou Mitroou (AFM)): 998214763).

This Certificate is delivered to Nordbank International AG, an Aktiengesellschaft organized under the laws of Switzerland, with offices at Bahnhofstrasse 78, 8001 Zürich, Switzerland, in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent") under the Senior Secured Credit Agreement (as defined below), and to each of the Consenting Lenders (as defined in the RSA) party to the Restructuring Support Agreement.

This Certificate is delivered in connection with and pursuant to:

(a) the Restructuring Support Agreement dated as of March 14, 2023 (the "RSA"), among TSL, TAI, Nordbank International AG (as Administrative Agent), the consenting senior secured lenders signatory thereto (the "Consenting Lenders"), Dralvecen Mezzanine Capital LLC ("Dralvecen"), and KFO Holdings Société Anonyme ("KFO Holdings");

(b) Amendment No. 1 to the Senior Secured Credit Agreement dated as of May 15, 2023 (the "Amendment"), amending the Senior Secured Credit Agreement originally dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Secured Credit Agreement"), among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the lender syndicate party thereto from time to time; and

(c) the following additional RSA Transaction Documents (collectively with the RSA and the Amendment, the "Transaction Documents"):

(i) the Amended and Restated Intercreditor Agreement dated as of May 15, 2023, between Nordbank International AG (in its capacity as first-lien agent) and Dralvecen Mezzanine Capital LLC (the "A&R Intercreditor Agreement");

(ii) the New Second-Lien Note Purchase Agreement dated as of May 18, 2023, between TSL and Dralvecen Mezzanine Capital LLC, providing for the issuance of $60,000,000 aggregate principal amount of 10.0% PIK Second-Lien Notes due June 2028 (the "New Second-Lien NPA");

(iii) the New Second-Lien Notes Indenture dated as of May 18, 2023, between TSL (as Issuer) and Garrison Trust Company (as Indenture Trustee) (the "New Second-Lien Indenture");

(iv) the Equity Subscription Agreement dated as of May 22, 2023, between TSL and KFO Holdings SA, providing for an equity contribution by KFO Holdings of €35,000,000 (approximately $38,200,000 at a conversion rate of €1.00 = $1.0914) (the "Equity Subscription Agreement");

(v) the Amended and Restated Intercompany Promissory Note dated as of May 25, 2023, issued by TAI (as maker) in favor of TSL (as holder), in the principal amount of $76,400,000, with maturity extended to December 31, 2028 and the interest rate reduced from 5.0% per annum to 2.0% per annum (the "A&R Intercompany Note");

(vi) the Side Letter Agreement: Vessel Disposition Undertaking dated as of March 14, 2023, providing for the sale of six (6) older dry-bulk carrier vessels for estimated aggregate proceeds of approximately $72,000,000 (the "Vessel Disposition Side Letter");

(vii) the Lock-Up Agreement dated as of March 14, 2023, by and among TSL, TAI, and Dralvecen Mezzanine Capital LLC (the "Lock-Up Agreement");

(viii) the Consent and Waiver Letter from Garrison Trust Company dated as of March 20, 2023, waiving the event of default arising under the $50,000,000 aggregate principal amount 8.25% Senior Unsecured Notes due 2025 as a result of the missed semi-annual interest payment of $2,062,500 due December 1, 2022 (the "Garrison Consent and Waiver"); and

(ix) all other agreements, instruments, certificates, and documents executed and delivered in connection with the foregoing.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the RSA or the Amendment, as applicable. References to the "RSA Transactions" shall mean the transactions contemplated by the Transaction Documents. The "Closing Date" shall mean the date hereof, June 30, 2023.

CERTIFICATIONS

The undersigned hereby certifies as follows:

Section 1. Authority and Capacity.

The undersigned, Marcus Hale, certifies that he is the duly elected, qualified, and acting President of Thalassa Americas Inc., a position he has held since February 1, 2020. He is authorized to execute and deliver this Officer's Certificate on behalf of TAI pursuant to the resolutions of the Board of Directors of TAI adopted at a meeting duly noticed and held on March 10, 2023, as supplemented by the unanimous written consent of the Board of Directors of TAI dated May 12, 2023 (copies of which have been delivered to the Administrative Agent together with the Secretary's Certificate of TAI referenced herein).

The undersigned is familiar with the Transaction Documents and the transactions contemplated thereby. He has reviewed the Transaction Documents and such corporate records, documents, certificates, and other instruments as he has deemed necessary or appropriate in order to make the certifications set forth herein. In making such certifications, the undersigned has, among other things, consulted with the following officers, employees, and professional advisors of TAI and TSL:

(a) Diana Restrepo, Vice President of Finance, Thalassa Americas Inc.;

(b) Jonathan Kurtz, Vice President of Operations, Thalassa Americas Inc.;

(d) Calderwood & Harkness LLP, legal counsel to the Company Parties, attention: Nathaniel Bower, Responsible Partner; and

(e) Kensington Veltrian Partners LLC, financial advisor to the Company Parties, attention: James Calloway, Managing Director.

The undersigned has made such additional investigations and inquiries as he has deemed necessary and prudent to provide the certifications contained in this Certificate.

Section 2. Representations and Warranties — Truth and Correctness.

The undersigned hereby certifies that each of the representations and warranties made by TAI in the RSA dated March 14, 2023, Amendment No. 1 to the Senior Secured Credit Agreement dated May 15, 2023, and each of the other Transaction Documents to which TAI is a party, is true and correct in all material respects as of the date hereof, June 30, 2023, both before and after giving effect to the consummation of the RSA Transactions, with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date (including, without limitation, any representation or warranty made as of the date of the RSA or as of the date of execution of any particular Transaction Document), in which case such representation or warranty is true and correct in all material respects as of such earlier date.

Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness, in all material respects, of the following representations and warranties as of the date hereof:

(a) Organization and Good Standing. TAI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. TAI's registered agent for service of process in the State of Delaware is Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. TAI is duly qualified and authorized to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.

(b) Corporate Power and Authority. TAI has the requisite corporate power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including, without limitation, the Amendment, the A&R Intercompany Note, and this Certificate. TAI has the corporate power and authority to own its properties, to carry on its business as presently conducted, and to consummate the RSA Transactions.

(c) Due Authorization. The execution, delivery, and performance of the Transaction Documents to which TAI is a party have been duly authorized by all necessary corporate action on the part of TAI, including, without limitation, the resolutions of the Board of Directors of TAI referred to in Section 1 hereof. No further corporate action on the part of TAI, its Board of Directors, or its sole stockholder is required in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the RSA Transactions, other than such actions as have already been taken and are evidenced by the Secretary's Certificate delivered concurrently herewith.

(d) Binding Obligations. Each of the Transaction Documents to which TAI is a party constitutes, or upon execution and delivery will constitute, the legal, valid, and binding obligation of TAI, enforceable against TAI in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforceability is considered in a proceeding in equity or at law.

(e) No Conflicts. The execution, delivery, and performance of the Transaction Documents by TAI do not and will not: (i) violate, conflict with, or result in a breach or default under TAI's Certificate of Incorporation (as amended and restated) or TAI's Bylaws (as amended); (ii) breach, violate, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under any material agreement, contract, instrument, mortgage, lien, lease, permit, license, or other arrangement to which TAI is a party or by which TAI or any of its assets may be bound, including, without limitation, the Senior Secured Credit Agreement (as amended), the A&R Intercompany Note, and any charter party or vessel management agreements to which TAI is a party; or (iii) result in any violation of any applicable statute, law, rule, regulation, ordinance, order, writ, injunction, judgment, or decree of any court, governmental authority, or arbitral tribunal applicable to TAI or any of its assets.

(f) Investment Company Status. TAI is not, and after giving effect to the RSA Transactions will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

Section 3. No Default or Event of Default.

The undersigned hereby certifies that, after giving effect to the RSA Transactions and the consummation thereof as of the date hereof, June 30, 2023, no Default or Event of Default (as each such term is defined in the Senior Secured Credit Agreement, as amended by the Amendment) under the Senior Secured Credit Agreement (as amended by Amendment No. 1) has occurred and is continuing.

In support of the foregoing certification, the undersigned specifically addresses the prior covenant breaches and events of default that have been cured, waived, or otherwise remediated in connection with the RSA Transactions, as follows:

(a) Minimum Liquidity Covenant Breach (Section 7.11(c) of the Senior Secured Credit Agreement). On September 15, 2022, TAI and TSL were in breach of the Minimum Liquidity Covenant, which required the Company Parties to maintain minimum unrestricted cash and cash equivalents of not less than $40,000,000 at all times. As of September 15, 2022, the Company Parties' aggregate unrestricted cash and cash equivalents were $27,300,000, representing a shortfall of $12,700,000 below the required minimum threshold. Pursuant to the Amendment, the Minimum Liquidity Covenant has been reset to a minimum of $30,000,000. After giving effect to the KFO Holdings equity contribution of €35,000,000 (approximately $38,200,000) under the Equity Subscription Agreement and the other restructuring transactions contemplated by the Transaction Documents, the Company Parties' aggregate unrestricted cash and cash equivalents exceed the revised $30,000,000 minimum threshold as of the date hereof.

(b) Maximum Net Leverage Ratio Breach (Section 7.11(a) of the Senior Secured Credit Agreement). As of the fiscal quarter ended September 30, 2022, the Company Parties were in breach of the Maximum Net Leverage Ratio covenant, which required a Maximum Net Leverage Ratio of not greater than 5.50 to 1.00. As of such date, the Maximum Net Leverage Ratio was 7.82 to 1.00, calculated as $770,900,000 of consolidated net debt divided by $98,600,000 of trailing twelve-month consolidated EBITDA ("LTM EBITDA"), a breach of the 5.50x maximum permitted ratio by 2.32x. Pursuant to the Amendment, the Maximum Net Leverage Ratio covenant has been reset to 7.00 to 1.00 for the period commencing on the Closing Date through and including the fiscal quarter ending September 30, 2024, stepping down to 6.25 to 1.00 for the fiscal quarters ending December 31, 2024 through September 30, 2025, and further stepping down to 5.50 to 1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.

(c) Minimum Interest Coverage Ratio Breach (Section 7.11(b) of the Senior Secured Credit Agreement). As of the fiscal quarter ended September 30, 2022, the Company Parties were in breach of the Minimum Interest Coverage Ratio covenant, which required a Minimum Interest Coverage Ratio of not less than 2.50 to 1.00. As of such date, the Minimum Interest Coverage Ratio was 1.74 to 1.00, calculated as $98,600,000 of LTM EBITDA divided by $56,700,000 of trailing twelve-month consolidated interest expense, a breach of the 2.50x minimum permitted ratio. Pursuant to the Amendment, the Minimum Interest Coverage Ratio covenant has been waived in its entirety through and including the fiscal quarter ending December 31, 2023, with such covenant reinstated at 2.00 to 1.00 for the fiscal quarter ending March 31, 2024 and stepping up to 2.50 to 1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.

(d) Default Interest Waiver. Default interest accruing at a rate of SOFR plus 575 basis points (comprised of the base rate of SOFR plus 375 basis points, plus an additional 200 basis points default rate) under Section 2.08(b) of the Senior Secured Credit Agreement has been waived retroactively from the date of the initial Default through the Closing Date, pursuant to the terms of the Amendment. As of the Closing Date, all interest on Loans outstanding under the Senior Secured Credit Agreement shall accrue at the non-default rate of SOFR plus 375 basis points.

(e) Event of Default Under Senior Unsecured Notes. An event of default occurred under the $50,000,000 aggregate principal amount 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) issued by TSL pursuant to the Indenture dated as of March 1, 2019, between TSL and Garrison Trust Company (as Indenture Trustee), as a result of the failure by TSL to make the semi-annual interest payment of $2,062,500 due on December 1, 2022. The 30-day cure period provided under Section 6.01(a) of such Indenture expired on January 1, 2023, without such payment having been made, resulting in an Event of Default (as defined therein). Pursuant to the Garrison Consent and Waiver dated March 20, 2023, Garrison Trust Company, acting at the direction of the holders of a majority in aggregate principal amount of the outstanding Notes, consented to the waiver of such Event of Default, conditioned upon the payment in full of all accrued and unpaid interest (including the missed coupon payment of $2,062,500) on or prior to the Closing Date. The undersigned certifies that such payment was made in full on the Closing Date.

The undersigned further certifies that no cross-default or cross-acceleration under any other material agreement, contract, or instrument to which TAI or TSL is a party has occurred and is continuing as of the date hereof, after giving effect to the RSA Transactions and the cure and waiver of the defaults and events of default described above.

Section 4. Satisfaction of Conditions Precedent.

The undersigned hereby certifies that, to his knowledge after reasonable inquiry, all conditions precedent to the effectiveness of the RSA Transactions, as set forth in the RSA and the Transaction Documents, have been satisfied or, where applicable, waived by the party or parties entitled to grant such waiver, including, without limitation, the following:

(a) Amendment No. 1. The Amendment has been duly executed and delivered on May 15, 2023, by each of TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and all Consenting Lenders constituting the Required Lenders under the Senior Secured Credit Agreement. The key terms of the Amendment include:

(i) extension of the maturity date of all Loans outstanding under the Senior Secured Credit Agreement from June 15, 2024 to June 15, 2027;

(ii) conversion of $75,000,000 of Term Loan A principal from cash-pay to payment-in-kind ("PIK"), thereby reducing the Company Parties' near-term cash debt service obligations;

(iii) reduction of the aggregate Revolving Credit Facility commitment from $200,000,000 to $150,000,000;

(iv) financial covenant resets, as described in Section 3 above, including: (A) Maximum Net Leverage Ratio reset to 7.00 to 1.00, stepping down to 5.50 to 1.00 by the fiscal quarter ending December 31, 2025; (B) Minimum Liquidity covenant reduced to $30,000,000; and (C) Minimum Interest Coverage Ratio waived through the fiscal quarter ending December 31, 2023; and

(v) an amendment fee equal to 1.00% of the aggregate outstanding principal amount of all Loans under the Senior Secured Credit Agreement ($540,000,000 × 1.00% = $5,400,000), payable in kind by capitalizing such amount into the outstanding principal balance of the Term Loan A.

(b) A&R Intercreditor Agreement. The Amended and Restated Intercreditor Agreement has been duly executed and delivered on May 15, 2023, by Nordbank International AG (in its capacity as first-lien agent) and Dralvecen Mezzanine Capital LLC, establishing the intercreditor arrangements between the first-lien senior secured obligations and the new second-lien obligations.

(c) New Second-Lien Note Purchase Agreement. The New Second-Lien NPA has been duly executed and delivered on May 18, 2023, by TSL and Dralvecen Mezzanine Capital LLC, effecting the exchange of $112,300,000 in aggregate principal amount of previously outstanding mezzanine notes held by Dralvecen for (A) $60,000,000 aggregate principal amount of new 10.0% PIK Second-Lien Notes due June 2028, and (B) 15% of the fully diluted equity interests in TSL. The exchange represents a 46.6% haircut on the debt component, calculated as ($112,300,000 − $60,000,000) ÷ $112,300,000 = 46.6%.

(d) New Second-Lien Indenture. The New Second-Lien Notes Indenture has been duly executed and delivered on May 18, 2023, by TSL (as Issuer) and Garrison Trust Company (as Indenture Trustee), governing the terms of the $60,000,000 aggregate principal amount of 10.0% PIK Second-Lien Notes due June 2028.

(e) Equity Subscription Agreement. The Equity Subscription Agreement has been duly executed and delivered on May 22, 2023, by TSL and KFO Holdings SA. The €35,000,000 equity contribution (approximately $38,200,000 at a conversion rate of €1.00 = $1.0914) has been received by TSL in immediately available funds on or prior to the Closing Date and applied in accordance with the Funds Flow Memorandum.

(f) A&R Intercompany Note. The Amended and Restated Intercompany Promissory Note has been duly executed and delivered on May 25, 2023, by TAI (as maker) and TSL (as holder), amending and restating in its entirety the prior subordinated intercompany promissory note in the principal amount of $76,400,000. The principal terms of the A&R Intercompany Note include the extension of the maturity date to December 31, 2028 and the reduction of the interest rate from 5.0% per annum to 2.0% per annum.

(g) Garrison Consent and Waiver. The Consent and Waiver Letter from Garrison Trust Company dated March 20, 2023, has been received, waiving the Event of Default under the 8.25% Senior Unsecured Notes due March 1, 2025, subject to the payment in full of the missed coupon payment of $2,062,500, which payment has been made in full as of the Closing Date.

(h) Joinder Agreement. The Joinder Agreement has been duly executed by each of the following Consenting Lenders, representing 100% of the outstanding commitments and loans under the Senior Secured Credit Agreement:

(i) Secretary's Certificate. The Secretary's Certificate of TAI, certifying true and complete copies of TAI's Certificate of Incorporation (as amended and restated), TAI's Bylaws (as amended), and the resolutions of the Board of Directors of TAI authorizing the execution, delivery, and performance of the Transaction Documents to which TAI is a party and the consummation of the RSA Transactions, has been delivered to the Administrative Agent.

(j) Solvency Certificate. The Solvency Certificate of TAI has been executed and delivered by Diana Restrepo, Vice President of Finance of TAI, certifying that, after giving effect to the RSA Transactions, TAI (i) is solvent and able to pay its debts as they become due, (ii) has capital that is not unreasonably small in relation to its business, and (iii) has assets (at fair valuation) that exceed its liabilities (including contingent and unliquidated liabilities).

(k) Legal Opinions. Legal opinions of Calderwood & Harkness LLP, counsel to the Company Parties, have been delivered to the Administrative Agent and the Consenting Lenders, addressing (i) the due authorization and enforceability of the Transaction Documents to which TAI and TSL are parties, and (ii) the absence of conflicts with and violations of applicable law, organizational documents, and material agreements.

(l) Payment of Professional Fees. All accrued and unpaid professional fees and expenses owing to the professional advisors retained in connection with the restructuring have been paid in full as of the Closing Date, including the fees of Calderwood & Harkness LLP (as counsel to the Company Parties) and the completion fee of Kensington Veltrian Partners LLC in the amount of $4,500,000 (as financial advisor to the Company Parties).

(m) Payment of Missed Unsecured Note Coupon. The missed semi-annual interest payment of $2,062,500 on the 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) has been paid in full to Garrison Trust Company (as Indenture Trustee for the benefit of the holders of such Notes) as of the Closing Date, in satisfaction of the condition set forth in the Garrison Consent and Waiver.

(n) Funds Flow Memorandum. All fund transfers contemplated by the Funds Flow Memorandum dated June 29, 2023, including the application of the KFO Holdings equity contribution proceeds, the payment of the amendment fee, the payment of professional fees, and the payment of the missed unsecured note coupon, have been completed in accordance with the terms of such memorandum.

(o) Corporate Approvals. All necessary corporate approvals have been obtained, including (i) the approvals of the Board of Directors and shareholders of TSL (in accordance with Greek corporate law and TSL's articles of association), and (ii) the approvals of the Board of Directors of TAI (in accordance with Delaware law and TAI's Certificate of Incorporation and Bylaws), authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the RSA Transactions.

Section 5. Litigation and Material Adverse Change.

The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, proceedings, claims, arbitrations, or investigations pending before any court, governmental authority, regulatory body, or arbitral tribunal, or, to the knowledge of the undersigned, threatened in writing against TAI or any of its properties or assets, that (i) would reasonably be expected to have a Material Adverse Effect on the business, operations, financial condition, assets, liabilities, or prospects of TAI, or (ii) seek to restrain, enjoin, prohibit, or otherwise challenge the legality, validity, or consummation of the RSA Transactions or any of the transactions contemplated by the Transaction Documents.

The undersigned further certifies that no Material Adverse Effect (as defined in the RSA) has occurred with respect to the business, operations, financial condition, assets, liabilities, or prospects of TAI since the date of the RSA, March 14, 2023. In making this certification, the undersigned has considered, among other things, changes in general economic conditions affecting the shipping industry, fluctuations in vessel charter rates, changes in fuel costs and port charges, and other factors relevant to TAI's operations, and has concluded that no such change, development, event, condition, or occurrence has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TAI.

Section 6. Compliance with Laws.

The undersigned hereby certifies that TAI is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any court, governmental authority, or regulatory body applicable to TAI and its business, operations, properties, and assets, including, without limitation:

(a) all applicable federal, state, and local laws, rules, and regulations relating to TAI's business operations, including its foreign-flag vessel scheduling activities and related operations subject to the Jones Act (46 U.S.C. Chapter 551) and the regulations promulgated thereunder by the United States Maritime Administration, to the extent applicable to TAI's activities;

(b) all applicable federal, state, and local employment and labor laws and regulations, including the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, and applicable state employment laws, with respect to TAI's approximately 680 employees based in the United States; and

(c) all applicable federal, state, and local tax obligations and filing requirements, including those arising under the Internal Revenue Code of 1986, as amended, with respect to TAI's Employer Identification Number 84-3291057.

Section 7. Senior Secured Debt Outstanding (Post-Amendment).

The undersigned hereby certifies that, as of the Closing Date, after giving effect to the Amendment and the RSA Transactions, the outstanding indebtedness of the Company Parties under the Senior Secured Credit Facility (as amended by Amendment No. 1) is as set forth in the following summary:

With respect to the Revolving Credit Facility, the undersigned notes that the drawn amount of $185,000,000 exceeds the revised commitment of $150,000,000 by $35,000,000. Pursuant to Section 2.06(b) of the Amendment, excess drawings above the revised commitment level are required to be repaid from (i) the proceeds of the KFO Holdings equity contribution of approximately $38,200,000 (to the extent not applied to other permitted uses under the Funds Flow Memorandum), and/or (ii) vessel disposition proceeds received pursuant to the Vessel Disposition Side Letter, on a scheduled basis as set forth in the Amendment. The Company Parties expect to bring the Revolving Credit Facility utilization within the revised commitment level in accordance with such schedule.

Additional key terms of the Senior Secured Credit Facility, as amended, include:

(a) New Maturity Date: June 15, 2027.

(b) Interest Rate: SOFR plus 375 basis points per annum (the default rate of an additional 200 basis points per annum has been waived retroactively from the date of the initial Default through the Closing Date, as described in Section 3(d) above).

(c) Amendment Fee: $5,400,000 (calculated as 1.00% of the aggregate outstanding principal amount of $540,000,000), payable in kind by capitalizing such amount into the outstanding principal balance of Term Loan A.

Section 8. Reliance.

This Officer's Certificate is delivered to Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Senior Secured Credit Agreement, and to each of the Consenting Lenders, in satisfaction of the closing conditions set forth in Section 7.01(c) of the RSA and Section 4.02(d) of the Amendment, and in furtherance of the closing conditions contained in the other Transaction Documents.

The undersigned understands and acknowledges that the Administrative Agent and each of the Consenting Lenders are relying upon the truth, accuracy, and completeness of the certifications, representations, and warranties contained herein in connection with the closing of the RSA Transactions on the Closing Date, including in connection with the effectiveness of the Amendment, the release of the amendment fee, the funding of proceeds, and the waiver of prior defaults and events of default as described herein. The undersigned has executed and delivered this Certificate with the intent that the Administrative Agent and the Consenting Lenders may rely upon the certifications contained herein to the fullest extent permitted by law.

Section 9. Personal Knowledge and Capacity Limitation.

The certifications, representations, and warranties contained in this Certificate are made by Marcus Hale solely in his capacity as the President of Thalassa Americas Inc. and not in his individual or personal capacity. Nothing contained herein shall be construed to impose any personal liability on the undersigned in connection with the certifications made herein, except to the extent of fraud, willful misconduct, or intentional misrepresentation.

To the extent any certification, representation, or warranty contained herein is qualified as being to the "knowledge" of the undersigned, such knowledge means the actual knowledge of the undersigned after reasonable inquiry of the officers, employees, and professional advisors identified in Section 1 hereof, and such inquiry as a reasonably prudent officer in the undersigned's position would undertake under the circumstances. The undersigned does not assume any obligation to update or supplement the certifications contained herein after the date hereof, except to the extent otherwise required by the Transaction Documents.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.

THALASSA AMERICAS INC.

By: ________

Name: Marcus Hale

Title: President

Date: June 30, 2023

ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF HARRIS

Before me, the undersigned notary public, on this 30th day of June, 2023, personally appeared Marcus Hale, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as President of Thalassa Americas Inc., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.

WITNESS my hand and official seal.

________________________________________

Notary Public, State of Texas

Printed Name: ________

My Commission Expires: ________

[NOTARY SEAL]

CONFIDENTIAL — This Officer's Certificate and the information contained herein are confidential and are delivered solely in connection with the closing of the RSA Transactions. Distribution of this Certificate is restricted to the Administrative Agent, the Consenting Lenders, and their respective professional advisors, and may not be disclosed, reproduced, or distributed to any other person without the prior written consent of Thalassa Americas Inc.

Consenting Lender	Commitment / Loan Amount
Nordbank International AG	$137,000,000
Aegean Capital Bank SA	$110,000,000
Harborstone Bank plc	$95,000,000
Pacifica Trade Finance Corp.	$82,000,000
Continental Maritime Lending GmbH	$72,000,000
Triton Credit Partners LP	$68,000,000
Laurentian Shipping Fund II	$55,000,000
Caspian Asset Management Ltd.	$40,000,000
Pelagos Institutional Credit Fund	$26,000,000
Total	$685,000,000
Facility	Outstanding Principal Amount
Term Loan A	$270,000,000
— of which converted to PIK	$75,000,000
Revolving Credit Facility (drawn amount against revised commitment of $150,000,000)	$185,000,000
U.S. Tranche (Term Loan B) — non-amortizing, bullet maturity	$85,000,000
Total Senior Secured Outstanding	$540,000,000

OFFICER'S CERTIFICATE OF THALASSA AMERICAS INC.
Delivered Pursuant to Section 7.01(c) of the Restructuring Support Agreement dated March 14, 2023 and Section 4.02(d) of Amendment No. 1 to the Senior Secured Credit Agreement dated May 15, 2023
June 30, 2023
PREAMBLE
The undersigned, Marcus Hale, hereby delivers this Officer's Certificate (this "Certificate") in his capacity as the duly elected and acting President of Thalassa Americas Inc., a corporation organized and existing under the laws of the State of Delaware ("TAI"), with its principal office located at 1400 McKinney Street, Suite 2200, Houston, Texas 77010, Employer Identification Number 84-3291057.
TAI is a wholly-owned subsidiary of Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), with its registered address at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (Arithmos Forologikou Mitroou (AFM)): 998214763).
This Certificate is delivered to Nordbank International AG, an Aktiengesellschaft organized under the laws of Switzerland, with offices at Bahnhofstrasse 78, 8001 Zürich, Switzerland, in its capacity as Administrative Agent and Collateral Agent (the "Administrative Agent") under the Senior Secured Credit Agreement (as defined below), and to each of the Consenting Lenders (as defined in the RSA) party to the Restructuring Support Agreement.
This Certificate is delivered in connection with and pursuant to:
(a) the Restructuring Support Agreement dated as of March 14, 2023 (the "RSA"), among TSL, TAI, Nordbank International AG (as Administrative Agent), the consenting senior secured lenders signatory thereto (the "Consenting Lenders"), Dralvecen Mezzanine Capital LLC ("Dralvecen"), and KFO Holdings Société Anonyme ("KFO Holdings");
(b) Amendment No. 1 to the Senior Secured Credit Agreement dated as of May 15, 2023 (the "Amendment"), amending the Senior Secured Credit Agreement originally dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time, the "Senior Secured Credit Agreement"), among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the lender syndicate party thereto from time to time; and
(c) the following additional RSA Transaction Documents (collectively with the RSA and the Amendment, the "Transaction Documents"):
(i) the Amended and Restated Intercreditor Agreement dated as of May 15, 2023, between Nordbank International AG (in its capacity as first-lien agent) and Dralvecen Mezzanine Capital LLC (the "A&R Intercreditor Agreement");
(ii) the New Second-Lien Note Purchase Agreement dated as of May 18, 2023, between TSL and Dralvecen Mezzanine Capital LLC, providing for the issuance of $60,000,000 aggregate principal amount of 10.0% PIK Second-Lien Notes due June 2028 (the "New Second-Lien NPA");
(iii) the New Second-Lien Notes Indenture dated as of May 18, 2023, between TSL (as Issuer) and Garrison Trust Company (as Indenture Trustee) (the "New Second-Lien Indenture");
(iv) the Equity Subscription Agreement dated as of May 22, 2023, between TSL and KFO Holdings SA, providing for an equity contribution by KFO Holdings of €35,000,000 (approximately $38,200,000 at a conversion rate of €1.00 = $1.0914) (the "Equity Subscription Agreement");
(v) the Amended and Restated Intercompany Promissory Note dated as of May 25, 2023, issued by TAI (as maker) in favor of TSL (as holder), in the principal amount of $76,400,000, with maturity extended to December 31, 2028 and the interest rate reduced from 5.0% per annum to 2.0% per annum (the "A&R Intercompany Note");
(vi) the Side Letter Agreement: Vessel Disposition Undertaking dated as of March 14, 2023, providing for the sale of six (6) older dry-bulk carrier vessels for estimated aggregate proceeds of approximately $72,000,000 (the "Vessel Disposition Side Letter");
(vii) the Lock-Up Agreement dated as of March 14, 2023, by and among TSL, TAI, and Dralvecen Mezzanine Capital LLC (the "Lock-Up Agreement");
(viii) the Consent and Waiver Letter from Garrison Trust Company dated as of March 20, 2023, waiving the event of default arising under the $50,000,000 aggregate principal amount 8.25% Senior Unsecured Notes due 2025 as a result of the missed semi-annual interest payment of $2,062,500 due December 1, 2022 (the "Garrison Consent and Waiver"); and
(ix) all other agreements, instruments, certificates, and documents executed and delivered in connection with the foregoing.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the RSA or the Amendment, as applicable. References to the "RSA Transactions" shall mean the transactions contemplated by the Transaction Documents. The "Closing Date" shall mean the date hereof, June 30, 2023.
CERTIFICATIONS
The undersigned hereby certifies as follows:
Section 1. Authority and Capacity.
The undersigned, Marcus Hale, certifies that he is the duly elected, qualified, and acting President of Thalassa Americas Inc., a position he has held since February 1, 2020. He is authorized to execute and deliver this Officer's Certificate on behalf of TAI pursuant to the resolutions of the Board of Directors of TAI adopted at a meeting duly noticed and held on March 10, 2023, as supplemented by the unanimous written consent of the Board of Directors of TAI dated May 12, 2023 (copies of which have been delivered to the Administrative Agent together with the Secretary's Certificate of TAI referenced herein).
The undersigned is familiar with the Transaction Documents and the transactions contemplated thereby. He has reviewed the Transaction Documents and such corporate records, documents, certificates, and other instruments as he has deemed necessary or appropriate in order to make the certifications set forth herein. In making such certifications, the undersigned has, among other things, consulted with the following officers, employees, and professional advisors of TAI and TSL:
(a) Diana Restrepo, Vice President of Finance, Thalassa Americas Inc.;
(b) Jonathan Kurtz, Vice President of Operations, Thalassa Americas Inc.;
(c) Irini Dalakoura, Chief Financial Officer, Thalassa Shipping & Logistics Société Anonyme;
(d) Calderwood & Harkness LLP, legal counsel to the Company Parties, attention: Nathaniel Bower, Responsible Partner; and
(e) Kensington Veltrian Partners LLC, financial advisor to the Company Parties, attention: James Calloway, Managing Director.
The undersigned has made such additional investigations and inquiries as he has deemed necessary and prudent to provide the certifications contained in this Certificate.
Section 2. Representations and Warranties — Truth and Correctness.
The undersigned hereby certifies that each of the representations and warranties made by TAI in the RSA dated March 14, 2023, Amendment No. 1 to the Senior Secured Credit Agreement dated May 15, 2023, and each of the other Transaction Documents to which TAI is a party, is true and correct in all material respects as of the date hereof, June 30, 2023, both before and after giving effect to the consummation of the RSA Transactions, with the same force and effect as though such representations and warranties had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date (including, without limitation, any representation or warranty made as of the date of the RSA or as of the date of execution of any particular Transaction Document), in which case such representation or warranty is true and correct in all material respects as of such earlier date.
Without limiting the generality of the foregoing, the undersigned specifically certifies the truth and correctness, in all material respects, of the following representations and warranties as of the date hereof:
(a) Organization and Good Standing. TAI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. TAI's registered agent for service of process in the State of Delaware is Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801. TAI is duly qualified and authorized to do business in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a Material Adverse Effect.
(b) Corporate Power and Authority. TAI has the requisite corporate power and authority to execute, deliver, and perform its obligations under each Transaction Document to which it is a party, including, without limitation, the Amendment, the A&R Intercompany Note, and this Certificate. TAI has the corporate power and authority to own its properties, to carry on its business as presently conducted, and to consummate the RSA Transactions.
(c) Due Authorization. The execution, delivery, and performance of the Transaction Documents to which TAI is a party have been duly authorized by all necessary corporate action on the part of TAI, including, without limitation, the resolutions of the Board of Directors of TAI referred to in Section 1 hereof. No further corporate action on the part of TAI, its Board of Directors, or its sole stockholder is required in connection with the execution, delivery, and performance of the Transaction Documents or the consummation of the RSA Transactions, other than such actions as have already been taken and are evidenced by the Secretary's Certificate delivered concurrently herewith.
(d) Binding Obligations. Each of the Transaction Documents to which TAI is a party constitutes, or upon execution and delivery will constitute, the legal, valid, and binding obligation of TAI, enforceable against TAI in accordance with its respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect and to general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing), regardless of whether enforceability is considered in a proceeding in equity or at law.
(e) No Conflicts. The execution, delivery, and performance of the Transaction Documents by TAI do not and will not: (i) violate, conflict with, or result in a breach or default under TAI's Certificate of Incorporation (as amended and restated) or TAI's Bylaws (as amended); (ii) breach, violate, or constitute a default (or an event that, with or without notice or lapse of time or both, would constitute a default) under any material agreement, contract, instrument, mortgage, lien, lease, permit, license, or other arrangement to which TAI is a party or by which TAI or any of its assets may be bound, including, without limitation, the Senior Secured Credit Agreement (as amended), the A&R Intercompany Note, and any charter party or vessel management agreements to which TAI is a party; or (iii) result in any violation of any applicable statute, law, rule, regulation, ordinance, order, writ, injunction, judgment, or decree of any court, governmental authority, or arbitral tribunal applicable to TAI or any of its assets.
(f) Investment Company Status. TAI is not, and after giving effect to the RSA Transactions will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended.
Section 3. No Default or Event of Default.
The undersigned hereby certifies that, after giving effect to the RSA Transactions and the consummation thereof as of the date hereof, June 30, 2023, no Default or Event of Default (as each such term is defined in the Senior Secured Credit Agreement, as amended by the Amendment) under the Senior Secured Credit Agreement (as amended by Amendment No. 1) has occurred and is continuing.
In support of the foregoing certification, the undersigned specifically addresses the prior covenant breaches and events of default that have been cured, waived, or otherwise remediated in connection with the RSA Transactions, as follows:
(a) Minimum Liquidity Covenant Breach (Section 7.11(c) of the Senior Secured Credit Agreement). On September 15, 2022, TAI and TSL were in breach of the Minimum Liquidity Covenant, which required the Company Parties to maintain minimum unrestricted cash and cash equivalents of not less than $40,000,000 at all times. As of September 15, 2022, the Company Parties' aggregate unrestricted cash and cash equivalents were $27,300,000, representing a shortfall of $12,700,000 below the required minimum threshold. Pursuant to the Amendment, the Minimum Liquidity Covenant has been reset to a minimum of $30,000,000. After giving effect to the KFO Holdings equity contribution of €35,000,000 (approximately $38,200,000) under the Equity Subscription Agreement and the other restructuring transactions contemplated by the Transaction Documents, the Company Parties' aggregate unrestricted cash and cash equivalents exceed the revised $30,000,000 minimum threshold as of the date hereof.
(b) Maximum Net Leverage Ratio Breach (Section 7.11(a) of the Senior Secured Credit Agreement). As of the fiscal quarter ended September 30, 2022, the Company Parties were in breach of the Maximum Net Leverage Ratio covenant, which required a Maximum Net Leverage Ratio of not greater than 5.50 to 1.00. As of such date, the Maximum Net Leverage Ratio was 7.82 to 1.00, calculated as $770,900,000 of consolidated net debt divided by $98,600,000 of trailing twelve-month consolidated EBITDA ("LTM EBITDA"), a breach of the 5.50x maximum permitted ratio by 2.32x. Pursuant to the Amendment, the Maximum Net Leverage Ratio covenant has been reset to 7.00 to 1.00 for the period commencing on the Closing Date through and including the fiscal quarter ending September 30, 2024, stepping down to 6.25 to 1.00 for the fiscal quarters ending December 31, 2024 through September 30, 2025, and further stepping down to 5.50 to 1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.
(c) Minimum Interest Coverage Ratio Breach (Section 7.11(b) of the Senior Secured Credit Agreement). As of the fiscal quarter ended September 30, 2022, the Company Parties were in breach of the Minimum Interest Coverage Ratio covenant, which required a Minimum Interest Coverage Ratio of not less than 2.50 to 1.00. As of such date, the Minimum Interest Coverage Ratio was 1.74 to 1.00, calculated as $98,600,000 of LTM EBITDA divided by $56,700,000 of trailing twelve-month consolidated interest expense, a breach of the 2.50x minimum permitted ratio. Pursuant to the Amendment, the Minimum Interest Coverage Ratio covenant has been waived in its entirety through and including the fiscal quarter ending December 31, 2023, with such covenant reinstated at 2.00 to 1.00 for the fiscal quarter ending March 31, 2024 and stepping up to 2.50 to 1.00 for the fiscal quarter ending December 31, 2025 and each fiscal quarter thereafter.
(d) Default Interest Waiver. Default interest accruing at a rate of SOFR plus 575 basis points (comprised of the base rate of SOFR plus 375 basis points, plus an additional 200 basis points default rate) under Section 2.08(b) of the Senior Secured Credit Agreement has been waived retroactively from the date of the initial Default through the Closing Date, pursuant to the terms of the Amendment. As of the Closing Date, all interest on Loans outstanding under the Senior Secured Credit Agreement shall accrue at the non-default rate of SOFR plus 375 basis points.
(e) Event of Default Under Senior Unsecured Notes. An event of default occurred under the $50,000,000 aggregate principal amount 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) issued by TSL pursuant to the Indenture dated as of March 1, 2019, between TSL and Garrison Trust Company (as Indenture Trustee), as a result of the failure by TSL to make the semi-annual interest payment of $2,062,500 due on December 1, 2022. The 30-day cure period provided under Section 6.01(a) of such Indenture expired on January 1, 2023, without such payment having been made, resulting in an Event of Default (as defined therein). Pursuant to the Garrison Consent and Waiver dated March 20, 2023, Garrison Trust Company, acting at the direction of the holders of a majority in aggregate principal amount of the outstanding Notes, consented to the waiver of such Event of Default, conditioned upon the payment in full of all accrued and unpaid interest (including the missed coupon payment of $2,062,500) on or prior to the Closing Date. The undersigned certifies that such payment was made in full on the Closing Date.
The undersigned further certifies that no cross-default or cross-acceleration under any other material agreement, contract, or instrument to which TAI or TSL is a party has occurred and is continuing as of the date hereof, after giving effect to the RSA Transactions and the cure and waiver of the defaults and events of default described above.
Section 4. Satisfaction of Conditions Precedent.
The undersigned hereby certifies that, to his knowledge after reasonable inquiry, all conditions precedent to the effectiveness of the RSA Transactions, as set forth in the RSA and the Transaction Documents, have been satisfied or, where applicable, waived by the party or parties entitled to grant such waiver, including, without limitation, the following:
(a) Amendment No. 1. The Amendment has been duly executed and delivered on May 15, 2023, by each of TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and all Consenting Lenders constituting the Required Lenders under the Senior Secured Credit Agreement. The key terms of the Amendment include:
(i) extension of the maturity date of all Loans outstanding under the Senior Secured Credit Agreement from June 15, 2024 to June 15, 2027;
(ii) conversion of $75,000,000 of Term Loan A principal from cash-pay to payment-in-kind ("PIK"), thereby reducing the Company Parties' near-term cash debt service obligations;
(iii) reduction of the aggregate Revolving Credit Facility commitment from $200,000,000 to $150,000,000;
(iv) financial covenant resets, as described in Section 3 above, including: (A) Maximum Net Leverage Ratio reset to 7.00 to 1.00, stepping down to 5.50 to 1.00 by the fiscal quarter ending December 31, 2025; (B) Minimum Liquidity covenant reduced to $30,000,000; and (C) Minimum Interest Coverage Ratio waived through the fiscal quarter ending December 31, 2023; and
(v) an amendment fee equal to 1.00% of the aggregate outstanding principal amount of all Loans under the Senior Secured Credit Agreement ($540,000,000 × 1.00% = $5,400,000), payable in kind by capitalizing such amount into the outstanding principal balance of the Term Loan A.
(b) A&R Intercreditor Agreement. The Amended and Restated Intercreditor Agreement has been duly executed and delivered on May 15, 2023, by Nordbank International AG (in its capacity as first-lien agent) and Dralvecen Mezzanine Capital LLC, establishing the intercreditor arrangements between the first-lien senior secured obligations and the new second-lien obligations.
(c) New Second-Lien Note Purchase Agreement. The New Second-Lien NPA has been duly executed and delivered on May 18, 2023, by TSL and Dralvecen Mezzanine Capital LLC, effecting the exchange of $112,300,000 in aggregate principal amount of previously outstanding mezzanine notes held by Dralvecen for (A) $60,000,000 aggregate principal amount of new 10.0% PIK Second-Lien Notes due June 2028, and (B) 15% of the fully diluted equity interests in TSL. The exchange represents a 46.6% haircut on the debt component, calculated as ($112,300,000 − $60,000,000) ÷ $112,300,000 = 46.6%.
(d) New Second-Lien Indenture. The New Second-Lien Notes Indenture has been duly executed and delivered on May 18, 2023, by TSL (as Issuer) and Garrison Trust Company (as Indenture Trustee), governing the terms of the $60,000,000 aggregate principal amount of 10.0% PIK Second-Lien Notes due June 2028.
(e) Equity Subscription Agreement. The Equity Subscription Agreement has been duly executed and delivered on May 22, 2023, by TSL and KFO Holdings SA. The €35,000,000 equity contribution (approximately $38,200,000 at a conversion rate of €1.00 = $1.0914) has been received by TSL in immediately available funds on or prior to the Closing Date and applied in accordance with the Funds Flow Memorandum.
(f) A&R Intercompany Note. The Amended and Restated Intercompany Promissory Note has been duly executed and delivered on May 25, 2023, by TAI (as maker) and TSL (as holder), amending and restating in its entirety the prior subordinated intercompany promissory note in the principal amount of $76,400,000. The principal terms of the A&R Intercompany Note include the extension of the maturity date to December 31, 2028 and the reduction of the interest rate from 5.0% per annum to 2.0% per annum.
(g) Garrison Consent and Waiver. The Consent and Waiver Letter from Garrison Trust Company dated March 20, 2023, has been received, waiving the Event of Default under the 8.25% Senior Unsecured Notes due March 1, 2025, subject to the payment in full of the missed coupon payment of $2,062,500, which payment has been made in full as of the Closing Date.
(h) Joinder Agreement. The Joinder Agreement has been duly executed by each of the following Consenting Lenders, representing 100% of the outstanding commitments and loans under the Senior Secured Credit Agreement:
(i) Secretary's Certificate. The Secretary's Certificate of TAI, certifying true and complete copies of TAI's Certificate of Incorporation (as amended and restated), TAI's Bylaws (as amended), and the resolutions of the Board of Directors of TAI authorizing the execution, delivery, and performance of the Transaction Documents to which TAI is a party and the consummation of the RSA Transactions, has been delivered to the Administrative Agent.
(j) Solvency Certificate. The Solvency Certificate of TAI has been executed and delivered by Diana Restrepo, Vice President of Finance of TAI, certifying that, after giving effect to the RSA Transactions, TAI (i) is solvent and able to pay its debts as they become due, (ii) has capital that is not unreasonably small in relation to its business, and (iii) has assets (at fair valuation) that exceed its liabilities (including contingent and unliquidated liabilities).
(k) Legal Opinions. Legal opinions of Calderwood & Harkness LLP, counsel to the Company Parties, have been delivered to the Administrative Agent and the Consenting Lenders, addressing (i) the due authorization and enforceability of the Transaction Documents to which TAI and TSL are parties, and (ii) the absence of conflicts with and violations of applicable law, organizational documents, and material agreements.
(l) Payment of Professional Fees. All accrued and unpaid professional fees and expenses owing to the professional advisors retained in connection with the restructuring have been paid in full as of the Closing Date, including the fees of Calderwood & Harkness LLP (as counsel to the Company Parties) and the completion fee of Kensington Veltrian Partners LLC in the amount of $4,500,000 (as financial advisor to the Company Parties).
(m) Payment of Missed Unsecured Note Coupon. The missed semi-annual interest payment of $2,062,500 on the 8.25% Senior Unsecured Notes due March 1, 2025 (CUSIP: 87265BAB5) has been paid in full to Garrison Trust Company (as Indenture Trustee for the benefit of the holders of such Notes) as of the Closing Date, in satisfaction of the condition set forth in the Garrison Consent and Waiver.
(n) Funds Flow Memorandum. All fund transfers contemplated by the Funds Flow Memorandum dated June 29, 2023, including the application of the KFO Holdings equity contribution proceeds, the payment of the amendment fee, the payment of professional fees, and the payment of the missed unsecured note coupon, have been completed in accordance with the terms of such memorandum.
(o) Corporate Approvals. All necessary corporate approvals have been obtained, including (i) the approvals of the Board of Directors and shareholders of TSL (in accordance with Greek corporate law and TSL's articles of association), and (ii) the approvals of the Board of Directors of TAI (in accordance with Delaware law and TAI's Certificate of Incorporation and Bylaws), authorizing the execution, delivery, and performance of the Transaction Documents and the consummation of the RSA Transactions.
Section 5. Litigation and Material Adverse Change.
The undersigned hereby certifies that, as of the date hereof, there are no actions, suits, proceedings, claims, arbitrations, or investigations pending before any court, governmental authority, regulatory body, or arbitral tribunal, or, to the knowledge of the undersigned, threatened in writing against TAI or any of its properties or assets, that (i) would reasonably be expected to have a Material Adverse Effect on the business, operations, financial condition, assets, liabilities, or prospects of TAI, or (ii) seek to restrain, enjoin, prohibit, or otherwise challenge the legality, validity, or consummation of the RSA Transactions or any of the transactions contemplated by the Transaction Documents.
The undersigned further certifies that no Material Adverse Effect (as defined in the RSA) has occurred with respect to the business, operations, financial condition, assets, liabilities, or prospects of TAI since the date of the RSA, March 14, 2023. In making this certification, the undersigned has considered, among other things, changes in general economic conditions affecting the shipping industry, fluctuations in vessel charter rates, changes in fuel costs and port charges, and other factors relevant to TAI's operations, and has concluded that no such change, development, event, condition, or occurrence has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on TAI.
Section 6. Compliance with Laws.
The undersigned hereby certifies that TAI is in compliance in all material respects with all applicable laws, statutes, rules, regulations, orders, writs, injunctions, judgments, and decrees of any court, governmental authority, or regulatory body applicable to TAI and its business, operations, properties, and assets, including, without limitation:
(a) all applicable federal, state, and local laws, rules, and regulations relating to TAI's business operations, including its foreign-flag vessel scheduling activities and related operations subject to the Jones Act (46 U.S.C. Chapter 551) and the regulations promulgated thereunder by the United States Maritime Administration, to the extent applicable to TAI's activities;
(b) all applicable federal, state, and local employment and labor laws and regulations, including the Fair Labor Standards Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, and applicable state employment laws, with respect to TAI's approximately 680 employees based in the United States; and
(c) all applicable federal, state, and local tax obligations and filing requirements, including those arising under the Internal Revenue Code of 1986, as amended, with respect to TAI's Employer Identification Number 84-3291057.
Section 7. Senior Secured Debt Outstanding (Post-Amendment).
The undersigned hereby certifies that, as of the Closing Date, after giving effect to the Amendment and the RSA Transactions, the outstanding indebtedness of the Company Parties under the Senior Secured Credit Facility (as amended by Amendment No. 1) is as set forth in the following summary:
With respect to the Revolving Credit Facility, the undersigned notes that the drawn amount of $185,000,000 exceeds the revised commitment of $150,000,000 by $35,000,000. Pursuant to Section 2.06(b) of the Amendment, excess drawings above the revised commitment level are required to be repaid from (i) the proceeds of the KFO Holdings equity contribution of approximately $38,200,000 (to the extent not applied to other permitted uses under the Funds Flow Memorandum), and/or (ii) vessel disposition proceeds received pursuant to the Vessel Disposition Side Letter, on a scheduled basis as set forth in the Amendment. The Company Parties expect to bring the Revolving Credit Facility utilization within the revised commitment level in accordance with such schedule.
Additional key terms of the Senior Secured Credit Facility, as amended, include:
(a) New Maturity Date: June 15, 2027.
(b) Interest Rate: SOFR plus 375 basis points per annum (the default rate of an additional 200 basis points per annum has been waived retroactively from the date of the initial Default through the Closing Date, as described in Section 3(d) above).
(c) Amendment Fee: $5,400,000 (calculated as 1.00% of the aggregate outstanding principal amount of $540,000,000), payable in kind by capitalizing such amount into the outstanding principal balance of Term Loan A.
Section 8. Reliance.
This Officer's Certificate is delivered to Nordbank International AG, in its capacity as Administrative Agent and Collateral Agent under the Senior Secured Credit Agreement, and to each of the Consenting Lenders, in satisfaction of the closing conditions set forth in Section 7.01(c) of the RSA and Section 4.02(d) of the Amendment, and in furtherance of the closing conditions contained in the other Transaction Documents.
The undersigned understands and acknowledges that the Administrative Agent and each of the Consenting Lenders are relying upon the truth, accuracy, and completeness of the certifications, representations, and warranties contained herein in connection with the closing of the RSA Transactions on the Closing Date, including in connection with the effectiveness of the Amendment, the release of the amendment fee, the funding of proceeds, and the waiver of prior defaults and events of default as described herein. The undersigned has executed and delivered this Certificate with the intent that the Administrative Agent and the Consenting Lenders may rely upon the certifications contained herein to the fullest extent permitted by law.
Section 9. Personal Knowledge and Capacity Limitation.
The certifications, representations, and warranties contained in this Certificate are made by Marcus Hale solely in his capacity as the President of Thalassa Americas Inc. and not in his individual or personal capacity. Nothing contained herein shall be construed to impose any personal liability on the undersigned in connection with the certifications made herein, except to the extent of fraud, willful misconduct, or intentional misrepresentation.
To the extent any certification, representation, or warranty contained herein is qualified as being to the "knowledge" of the undersigned, such knowledge means the actual knowledge of the undersigned after reasonable inquiry of the officers, employees, and professional advisors identified in Section 1 hereof, and such inquiry as a reasonably prudent officer in the undersigned's position would undertake under the circumstances. The undersigned does not assume any obligation to update or supplement the certifications contained herein after the date hereof, except to the extent otherwise required by the Transaction Documents.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of the date first written above.
THALASSA AMERICAS INC.
By: ________
Name: Marcus Hale
Title: President
Date: June 30, 2023
ACKNOWLEDGMENT
STATE OF TEXAS
COUNTY OF HARRIS
Before me, the undersigned notary public, on this 30th day of June, 2023, personally appeared Marcus Hale, known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument, and acknowledged to me that he executed the same in his authorized capacity as President of Thalassa Americas Inc., and that by his signature on the instrument, the entity upon behalf of which the person acted executed the instrument.
WITNESS my hand and official seal.
________________________________________
Notary Public, State of Texas
Printed Name: ________
My Commission Expires: ________
[NOTARY SEAL]
CONFIDENTIAL — This Officer's Certificate and the information contained herein are confidential and are delivered solely in connection with the closing of the RSA Transactions. Distribution of this Certificate is restricted to the Administrative Agent, the Consenting Lenders, and their respective professional advisors, and may not be disclosed, reproduced, or distributed to any other person without the prior written consent of Thalassa Americas Inc.
Consenting Lender | Commitment / Loan Amount
Nordbank International AG | $137,000,000
Aegean Capital Bank SA | $110,000,000
Harborstone Bank plc | $95,000,000
Pacifica Trade Finance Corp. | $82,000,000
Continental Maritime Lending GmbH | $72,000,000
Triton Credit Partners LP | $68,000,000
Laurentian Shipping Fund II | $55,000,000
Caspian Asset Management Ltd. | $40,000,000
Pelagos Institutional Credit Fund | $26,000,000
Total | $685,000,000
Facility | Outstanding Principal Amount
Term Loan A | $270,000,000
— of which converted to PIK | $75,000,000
Revolving Credit Facility (drawn amount against revised commitment of $150,000,000) | $185,000,000
U.S. Tranche (Term Loan B) — non-amortizing, bullet maturity | $85,000,000
Total Senior Secured Outstanding | $540,000,000

OFFICER'S CERTIFICATE OF THALASSA AMERICAS INC.

PREAMBLE

CERTIFICATIONS

THALASSA AMERICAS INC.

ACKNOWLEDGMENT

STATE OF TEXAS

COUNTY OF HARRIS

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Parties

Dates

Amounts