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SIDE LETTER AGREEMENT — VESSEL DISPOSITION UNDERTAKING

Dated as of March 14, 2023

This Side Letter Agreement — Vessel Disposition Undertaking (this "Side Letter") is entered into as of March 14, 2023, by and between:

(1) THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME ("TSL"), a société anonyme organized and existing under the laws of the Hellenic Republic, with its registered offices at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (AFM): 998214763);

and

(2) NORDBANK INTERNATIONAL AG (the "Agent"), an Aktiengesellschaft organized and existing under the laws of Switzerland, with offices at Bahnhofstrasse 78, 8001 Zürich, Switzerland, acting in its capacity as Administrative Agent and Collateral Agent under the Senior Secured Credit Agreement (as defined below) on behalf of the Lender Syndicate (as defined below).

TSL and the Agent are each referred to herein individually as a "Party" and collectively as the "Parties."

This Side Letter is entered into concurrently with, and as a condition to the effectiveness of, the Restructuring Support Agreement dated as of March 14, 2023 (the "RSA"), among TSL, Thalassa Americas Inc., the Agent, the consenting senior secured lenders party thereto, Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme.

RECITALS

WHEREAS:

A. The Senior Secured Credit Agreement. TSL (as Borrower), Thalassa Americas Inc., a Delaware C-Corporation ("TAI") (as Co-Borrower with respect to the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and a lender syndicate consisting of nine financial institutions (the "Lender Syndicate") with a total aggregate commitment of Six Hundred Eighty-Five Million United States Dollars ($685,000,000) are parties to that certain Senior Secured Credit Agreement, dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"). The Credit Agreement provides for three tranches of credit facilities: (i) a Term Loan A facility in an original aggregate principal amount of Four Hundred Million United States Dollars ($400,000,000) (the "Term Loan A" or "TLA"), amortizing with scheduled quarterly principal payments of Ten Million United States Dollars ($10,000,000); (ii) a Revolving Credit Facility in an original aggregate committed amount of Two Hundred Million United States Dollars ($200,000,000) (the "Revolving Credit Facility" or "Revolver"); and (iii) a U.S. Tranche Term Loan B facility in an original aggregate principal amount of Eighty-Five Million United States Dollars ($85,000,000) (the "Term Loan B" or "TLB"), structured as a non-amortizing bullet maturity loan. As of September 30, 2022, the aggregate outstanding principal balance under the Credit Agreement was Five Hundred Forty Million United States Dollars ($540,000,000), comprised of Two Hundred Seventy Million United States Dollars ($270,000,000) outstanding under the TLA, One Hundred Eighty-Five Million United States Dollars ($185,000,000) outstanding under the Revolver, and Eighty-Five Million United States Dollars ($85,000,000) outstanding under the TLB. Interest under the Credit Agreement accrues at a rate per annum equal to SOFR plus 375 basis points, with a default rate of an additional 200 basis points applicable during the continuance of an Event of Default. The original stated maturity date of all obligations under the Credit Agreement is June 15, 2024.

B. Covenant Breaches and Forbearance. TSL breached the Minimum Liquidity Covenant set forth in Section 7.11(a) of the Credit Agreement on September 15, 2022, when TSL's unrestricted cash and cash equivalents fell to Twenty-Seven Million Three Hundred Thousand United States Dollars ($27,300,000), which was below the required minimum of Forty Million United States Dollars ($40,000,000), representing a shortfall of Twelve Million Seven Hundred Thousand United States Dollars ($12,700,000). In addition, as of September 30, 2022, TSL breached the Maximum Net Leverage Ratio covenant set forth in Section 7.11(b) of the Credit Agreement, with a Net Leverage Ratio of 7.82x compared to the maximum permitted ratio of 5.50x, and breached the Minimum Interest Coverage Ratio covenant set forth in Section 7.11(c) of the Credit Agreement, with an Interest Coverage Ratio of 1.74x compared to the minimum required ratio of 2.50x. Each of the foregoing constituted an Event of Default under Section 8.01 of the Credit Agreement. In response, the Agent and the Required Lenders entered into a Forbearance Agreement with TSL, dated as of October 10, 2022 (the "Forbearance Agreement"), pursuant to which the Agent and the Required Lenders agreed to forbear from exercising their rights and remedies under the Credit Agreement during a 90-day standstill period expiring on January 8, 2023. The Forbearance Agreement was subsequently extended by the First Amendment to Forbearance Agreement, dated as of January 6, 2023, extending the standstill period through March 8, 2023, and by the Second Amendment to Forbearance Agreement, dated as of March 6, 2023, extending the standstill period through April 7, 2023.

C. The RSA and Amendment. Concurrently herewith, TSL, TAI, the Agent, the consenting senior secured lenders, Dralvecen Mezzanine Capital LLC ("Dralvecen"), and KFO Holdings Société Anonyme ("KFO") have entered into the Restructuring Support Agreement, dated as of March 14, 2023 (the "RSA"). The RSA contemplates, among other things, the negotiation and execution of Amendment No. 1 to the Credit Agreement (to be dated on or about May 15, 2023 and to become effective upon the Closing Date, as defined below) (the "Amendment"). The Amendment will, among other things: (i) extend the maturity date of all obligations under the Credit Agreement from June 15, 2024 to June 15, 2027; (ii) convert Seventy-Five Million United States Dollars ($75,000,000) of outstanding TLA principal from cash-pay interest to payment-in-kind ("PIK") interest; (iii) reduce the aggregate commitment under the Revolving Credit Facility from Two Hundred Million United States Dollars ($200,000,000) to One Hundred Fifty Million United States Dollars ($150,000,000); (iv) reset the financial covenants applicable to TSL, including establishing a Maximum Net Leverage Ratio of 7.00x stepping down to 5.50x by Q4 2025, a Minimum Liquidity requirement of Thirty Million United States Dollars ($30,000,000), and a waiver of the Minimum Interest Coverage Ratio through Q4 2023; and (v) provide for a 1.00% amendment fee equal to Five Million Four Hundred Thousand United States Dollars ($5,400,000), payable in kind and added to the outstanding principal balance. The RSA includes, as a condition to the effectiveness of the Amendment and the consummation of the restructuring transactions, a vessel disposition undertaking, the specific terms and conditions of which are memorialized in this Side Letter.

D. Fleet Valuation Context. Reference is made to the independent fleet appraisal conducted by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022 (the "Drakos Appraisal"), which valued TSL's fleet of 50 vessels—comprising 38 dry-bulk carriers and 12 container vessels—at an aggregate charter-free market value of Six Hundred Twenty-Three Million United States Dollars ($623,000,000). This represents a decline of Two Hundred Sixty-Eight Million United States Dollars ($268,000,000), or approximately 30.1%, from the aggregate fleet valuation of Eight Hundred Ninety-One Million United States Dollars ($891,000,000) reflected in the January 2022 appraisal conducted by the same appraiser. The Drakos Appraisal reflects the following breakdown by vessel class: (i) 10 Capesize dry-bulk carriers valued at an aggregate of Two Hundred Fifteen Million United States Dollars ($215,000,000); (ii) 14 Panamax dry-bulk carriers valued at an aggregate of One Hundred Eighty-Two Million United States Dollars ($182,000,000); (iii) 14 Supramax dry-bulk carriers valued at an aggregate of One Hundred Twenty-Eight Million United States Dollars ($128,000,000); and (iv) 12 Sub-Panamax container vessels valued at an aggregate of Ninety-Eight Million United States Dollars ($98,000,000). The Designated Vessels (as defined herein) represent six of the older dry-bulk carriers in TSL's fleet, with an average age of approximately 18 years as of the date hereof.

E. Purpose of Vessel Dispositions. The disposition of the Designated Vessels is intended to generate aggregate net proceeds estimated at approximately Seventy-Two Million United States Dollars ($72,000,000). The net proceeds from such dispositions are to be applied as mandatory prepayments of the Term Loan A in accordance with the mandatory prepayment provisions of the Credit Agreement (as amended by the Amendment). In addition to generating deleveraging proceeds, the dispositions are expected to reduce TSL's operating costs—including crew, maintenance, and drydocking expenditures—and to improve TSL's overall fleet age profile, thereby supporting long-term compliance with the financial covenants under the Credit Agreement (as amended) and enhancing TSL's competitive positioning in the dry-bulk shipping market.

F. Collateral Considerations. The Designated Vessels are each subject to first-priority ship mortgages and related security interests securing the obligations under the Credit Agreement, in the aggregate principal amount of Six Hundred Eighty-Five Million United States Dollars ($685,000,000). Following the consummation of the mezzanine exchange contemplated by the RSA, the Designated Vessels will also be subject to second-priority liens securing the new Sixty Million United States Dollars ($60,000,000) second-lien notes to be issued to Dralvecen Mezzanine Capital LLC. The Agent, acting on behalf of the Lender Syndicate, agrees to release its first-priority liens on each Designated Vessel upon the consummation of the applicable sale, subject to the satisfaction of the conditions set forth herein and the application of net proceeds to mandatory prepayment as required hereunder. Reference is made to the Intercreditor Agreement dated as of June 15, 2019, between Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC, which is to be amended and restated in connection with the closing of the transactions contemplated by the RSA (the "Amended and Restated Intercreditor Agreement"), and which will govern the release of second-priority liens in connection with the Designated Vessel dispositions.

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

ARTICLE I — DEFINITIONS

Section 1.1 — Defined Terms

As used in this Side Letter, the following terms shall have the meanings set forth below:

"Amended and Restated Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement, to be dated on or about May 15, 2023, among Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.

"Amendment" means Amendment No. 1 to the Credit Agreement, to be dated on or about May 15, 2023, among TSL, TAI, the Agent, and the Lender Syndicate, which shall become effective upon the Closing Date.

"Dralvecen" means Dralvecen Mezzanine Capital LLC, a Delaware limited liability company.

"Closing Date" means June 30, 2023, being the effective date of the RSA and the Amendment (or such other date as may be agreed in writing by the Parties).

"Credit Agreement" means the Senior Secured Credit Agreement, dated as of June 15, 2019, among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the Lender Syndicate, as amended by the Amendment and as may be further amended, restated, supplemented, or otherwise modified from time to time.

"Designated Vessels" means the six dry-bulk carriers identified on Schedule A hereto, each with an average age of approximately 18 years as of the date hereof, comprising a mix of Panamax and Supramax dry-bulk carriers drawn from the older units in TSL's fleet. Each Designated Vessel is identified on Schedule A by its vessel name, International Maritime Organization ("IMO") number, vessel class, year of build, deadweight tonnage, flag state, and the applicable vessel-owning special purpose vehicle ("Vessel-Owning SPV") from among the 14 vessel-owning SPVs whose equity interests are pledged as collateral under the Credit Agreement.

"Disposition Deadline" means the date that is twelve (12) months after the Closing Date (i.e., June 30, 2024).

"Drakos Appraisal" means the independent fleet appraisal prepared by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022.

"Event of Default" has the meaning given to such term in Article VII of this Side Letter.

"Forbearance Agreement" means the Forbearance Agreement, dated as of October 10, 2022, among TSL, TAI, the Agent, and the consenting lenders, as amended by the First Amendment to Forbearance Agreement dated January 6, 2023 and the Second Amendment to Forbearance Agreement dated March 6, 2023.

"KFO" means KFO Holdings Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic.

"Lender Syndicate" means the nine financial institutions party to the Credit Agreement as lenders from time to time.

"Minimum Aggregate Threshold" means Sixty-Five Million United States Dollars ($65,000,000), being the minimum aggregate Net Proceeds that must be generated from the disposition of all six Designated Vessels.

"Minimum Price Floor" means, with respect to each Designated Vessel, the minimum gross sale price set forth on Schedule A hereto, below which TSL may not consummate a sale of such Designated Vessel without the prior written consent of the Agent (acting at the direction of the Required Lenders).

"MOA" means a Memorandum of Agreement for the sale and purchase of a vessel in the form customarily used in international ship sale transactions (including the Norwegian Saleform 2012 or such other form as may be acceptable to the parties to the transaction).

"Net Proceeds" means, with respect to the sale of each Designated Vessel, the gross sale price payable in respect of such Designated Vessel, less the sum of the following: (i) reasonable and customary brokerage commissions (which shall not exceed 1.0% of the gross sale price); (ii) legal fees directly attributable to the sale transaction; (iii) transfer taxes, stamp duties, and vessel registration or de-registration fees; and (iv) costs of lien release and vessel delivery (including bunker costs, port charges, and crew repatriation costs, if any, directly incurred in connection with delivery of the vessel to the purchaser).

"Required Lenders" has the meaning given to such term in the Credit Agreement, being the lenders holding more than 50% of the aggregate commitments under the Credit Agreement at the relevant time.

"Revolving Credit Facility" or "Revolver" means the revolving credit facility under the Credit Agreement in the original aggregate committed amount of $200,000,000, to be reduced to $150,000,000 pursuant to the Amendment.

"RSA" means the Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, the Agent, the consenting senior secured lenders, Dralvecen, and KFO.

"TAI" means Thalassa Americas Inc., a Delaware C-Corporation and Co-Borrower for the U.S. Tranche under the Credit Agreement.

"Term Loan A" or "TLA" means the amortizing term loan facility under the Credit Agreement in the original aggregate principal amount of Four Hundred Million United States Dollars ($400,000,000) (of which Two Hundred Seventy Million United States Dollars ($270,000,000) was outstanding as of September 30, 2022), as further adjusted for the Seventy-Five Million United States Dollars ($75,000,000) PIK conversion pursuant to the Amendment.

"Term Loan B" or "TLB" means the U.S. Tranche non-amortizing bullet maturity term loan facility under the Credit Agreement in the aggregate principal amount of Eighty-Five Million United States Dollars ($85,000,000).

"Vessel-Owning SPV" means each special purpose vehicle wholly owned by TSL that holds legal title to a Designated Vessel, as identified on Schedule A hereto.

Section 1.2 — Incorporation of Credit Agreement Definitions

Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings given to such terms in the Credit Agreement. In the event of any inconsistency between the definitions set forth in Section 1.1 of this Side Letter and the definitions set forth in the Credit Agreement, the definitions in the Credit Agreement shall control, except to the extent that this Side Letter expressly provides otherwise.

ARTICLE II — VESSEL DISPOSITION UNDERTAKING

Section 2.1 — Covenant to Dispose of Designated Vessels

TSL hereby irrevocably undertakes and covenants, for the benefit of the Agent and the Lender Syndicate, to use commercially reasonable efforts to sell, transfer, or otherwise dispose of all six (6) Designated Vessels to unaffiliated third-party purchasers on or before the Disposition Deadline (June 30, 2024). Each sale of a Designated Vessel shall be consummated on arm's-length terms and for cash consideration denominated in United States Dollars (or, with the prior written consent of the Agent, in another freely convertible currency), payable at or prior to delivery of the vessel to the purchaser. No sale of any Designated Vessel shall be made to any affiliate, subsidiary, or related party of TSL, any member of the Kostandinos family (including, without limitation, Dimitrios Kostandinos, Elena Kostandinos-Pavlou, and any of their respective lineal descendants), KFO Holdings Société Anonyme, or any entity controlled by or under common control with any of the foregoing, without the express prior written consent of the Agent (acting at the direction of the Required Lenders), which consent may be withheld in the Agent's sole and absolute discretion.

Section 2.2 — Estimated Aggregate Proceeds

TSL and the Agent acknowledge and agree that the estimated aggregate gross proceeds from the disposition of all six Designated Vessels is approximately Seventy-Two Million United States Dollars ($72,000,000), based on the Drakos Appraisal dated November 1, 2022, adjusted for vessel aging, projected market conditions, and the anticipated timeline for the sales. The Parties acknowledge that the actual proceeds realized from the disposition of the Designated Vessels may vary from this estimate, whether favorably or unfavorably, based on prevailing market conditions, the supply and demand dynamics for secondhand tonnage in the Panamax and Supramax segments at the time of each individual sale, and other factors beyond the reasonable control of TSL. Nothing in this Section 2.2 shall be construed as a guarantee, representation, or warranty by TSL as to the actual proceeds that will be realized from the disposition of the Designated Vessels.

Section 2.3 — Sale Process Requirements

(a) Engagement of Shipbroker. Within thirty (30) days of the Closing Date, TSL shall engage a reputable international shipbroker with demonstrated experience in the sale and purchase of dry-bulk vessels (the "Shipbroker") to market each of the Designated Vessels. The identity of the Shipbroker shall be subject to the Agent's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. TSL shall provide the Agent with a copy of the engagement letter or terms of appointment for the Shipbroker promptly following execution thereof.

(b) Marketing Update Reports. TSL shall provide the Agent with a marketing update report with respect to each Designated Vessel on at least a quarterly basis (and more frequently upon the Agent's reasonable request), which reports shall include, at a minimum: (i) a summary of marketing activities undertaken during the applicable period; (ii) the number and identity (to the extent known) of prospective purchasers contacted; (iii) any indicative pricing, indications of interest, or offers received; (iv) market commentary from the Shipbroker regarding prevailing conditions in the applicable vessel class segments; and (v) TSL's assessment of the anticipated timeline for the completion of each sale.

(c) Minimum Number of Offers. TSL shall solicit at least three (3) bona fide offers for each Designated Vessel prior to accepting any offer for such vessel. For purposes of this Section 2.3(c), a "bona fide offer" means a written offer from a creditworthy, unaffiliated third party to purchase the applicable Designated Vessel at a stated price and on commercially reasonable terms.

(d) Document Sharing. TSL shall share copies of all letters of intent, memoranda of agreement, sale and purchase agreements, and other material transaction documents relating to the disposition of any Designated Vessel with the Agent at least ten (10) business days prior to the execution thereof. TSL shall give due consideration to any comments or objections raised by the Agent with respect to such documents; provided that the Agent's failure to object within such ten (10) business day period shall not constitute a waiver of any of the Agent's rights hereunder.

Section 2.4 — Minimum Price Floors

(a) General Rule. TSL shall not consummate any sale of a Designated Vessel at a gross sale price that is less than the applicable Minimum Price Floor set forth on Schedule A hereto without the prior written consent of the Agent (acting at the direction of the Required Lenders).

(b) Below-Floor Offers. In the event that the highest bona fide offer received for a Designated Vessel following a commercially reasonable marketing process of not less than ninety (90) days is below the applicable Minimum Price Floor, TSL shall promptly notify the Agent in writing and shall provide all supporting documentation, including copies of all offers received, the Shipbroker's market assessment, and any updated valuation or broker opinion of value. Upon receipt of such notice, the Parties shall negotiate in good faith regarding whether to (i) proceed with the sale at the below-floor price, (ii) continue marketing the vessel for an additional period to be agreed, or (iii) take such other action as the Parties may agree upon.

(c) Adjustment of Minimum Price Floors. The Minimum Price Floors set forth on Schedule A may be adjusted downward or upward by mutual written agreement of TSL and the Agent if an updated appraisal by Drakos Maritime Valuations Ltd. (or another independent maritime appraiser reasonably acceptable to both Parties) indicates a material change in the charter-free market value of the applicable Designated Vessel. For purposes of this Section 2.4(c), a "material change" means a change of ten percent (10%) or more from the value reflected in the Drakos Appraisal as of November 1, 2022.

Section 2.5 — Timeline and Milestones

TSL shall comply with the following milestones in connection with the disposition of the Designated Vessels:

(a) Within 30 days of the Closing Date (i.e., on or before July 30, 2023): Engage the Shipbroker in accordance with Section 2.3(a) and commence the active marketing of all six Designated Vessels.

(b) Within 90 days of the Closing Date (i.e., on or before September 28, 2023): Deliver to the Agent an initial marketing report in accordance with Section 2.3(b), including indicative pricing and any indications of interest received from prospective purchasers.

(c) Within 6 months of the Closing Date (i.e., on or before December 31, 2023): Complete the sale of at least three (3) of the six (6) Designated Vessels, with the Net Proceeds from such sales having been deposited into the segregated account in accordance with Section 3.2 and applied to mandatory prepayment of the TLA in accordance with Section 3.1.

(d) Within 12 months of the Closing Date (i.e., on or before the Disposition Deadline of June 30, 2024): Complete the sale of all six (6) Designated Vessels, with the Net Proceeds from all such sales having been deposited into the segregated account in accordance with Section 3.2 and applied to mandatory prepayment of the TLA in accordance with Section 3.1.

TSL shall use commercially reasonable efforts to stagger the timing of the individual vessel sales so as to avoid depressing realized prices through simultaneous offerings of multiple vessels of the same class in a constrained or illiquid market. TSL shall consult with the Shipbroker regarding optimal sequencing and timing and shall take into account the Agent's reasonable input regarding the same.

ARTICLE III — APPLICATION OF NET PROCEEDS

Section 3.1 — Mandatory Prepayment of Term Loan A

All Net Proceeds from the sale of each Designated Vessel shall be applied as a mandatory prepayment of the Term Loan A in accordance with the mandatory prepayment provisions set forth in Section 2.05 of the Credit Agreement (as amended by the Amendment). Such prepayments shall be applied in inverse order of maturity to the remaining scheduled installments of the TLA (or as otherwise specified in the Credit Agreement). Each mandatory prepayment shall be made within five (5) business days of the date on which TSL (or the applicable Vessel-Owning SPV) receives the gross sale proceeds for the applicable Designated Vessel. TSL shall provide the Agent with written notice of each mandatory prepayment, specifying the amount of the prepayment and the applicable Designated Vessel, at least two (2) business days prior to the date on which such prepayment is to be made.

Section 3.2 — Escrow Arrangements

Until applied to the mandatory prepayment of the TLA in accordance with Section 3.1, all Net Proceeds from the sale of each Designated Vessel shall be deposited into a segregated deposit account (the "Proceeds Account") maintained by TSL with Nordbank International AG (in its capacity as Collateral Agent). The Proceeds Account shall be subject to a deposit account control agreement in favor of the Agent, in form and substance reasonably satisfactory to the Agent, granting the Agent exclusive control over the disposition of funds in the Proceeds Account. No withdrawal from the Proceeds Account shall be permitted except for (a) application to the mandatory prepayment of the TLA in accordance with Section 3.1, or (b) payment of authorized disposition costs that are deducted in the calculation of Net Proceeds as set forth in Section 1.1, in each case subject to the Agent's prior written confirmation.

Section 3.3 — Shortfall

If the aggregate Net Proceeds actually realized from the sale of all six (6) Designated Vessels are less than Sixty-Five Million United States Dollars ($65,000,000) (the "Minimum Aggregate Threshold"), TSL shall, within thirty (30) days of the Disposition Deadline (or, if all six Designated Vessels have been sold prior to the Disposition Deadline, within thirty (30) days of the completion of the final sale), deliver to the Agent a detailed written plan (the "Shortfall Remediation Plan") identifying additional measures to bridge the shortfall between the actual aggregate Net Proceeds and the Minimum Aggregate Threshold. The Shortfall Remediation Plan may include, without limitation, additional asset sales (including sales of vessels not identified as Designated Vessels), equity contributions from the Kostandinos family, KFO, or other investors, cost-reduction initiatives, or other liquidity-generating measures. The Shortfall Remediation Plan shall be subject to the Agent's prior written approval (acting at the direction of the Required Lenders), which approval shall not be unreasonably withheld, conditioned, or delayed; provided that the Agent shall have the right to require that any additional measures proposed by TSL be implemented within a timeframe and on terms reasonably acceptable to the Agent.

ARTICLE IV — LIEN RELEASE MECHANICS

Section 4.1 — Agent's Obligation to Release Liens

Upon the satisfaction of the conditions set forth in Section 4.2, the Agent shall, on behalf of the Lender Syndicate, promptly execute and deliver such instruments, agreements, and documents (including, without limitation, mortgage discharges, deletions of registered encumbrances, UCC termination statements, and such other documents as may be required under the laws of the applicable flag state) as are necessary to release and discharge the Agent's first-priority liens and security interests on and in the applicable Designated Vessel. The Agent shall use commercially reasonable efforts to prepare and deliver the necessary release documentation within five (5) business days of receipt of all required documentation and written confirmation that the applicable Net Proceeds have been deposited into the Proceeds Account in accordance with Section 3.2. TSL shall reimburse the Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees) incurred by the Agent in connection with the preparation and delivery of such release documentation.

Section 4.2 — Conditions to Lien Release

The Agent's obligation to release its first-priority liens on a Designated Vessel pursuant to Section 4.1 shall be subject to the prior satisfaction (or waiver by the Agent) of each of the following conditions:

(a) Executed MOA. The Agent shall have received a true, complete, and fully executed copy of the Memorandum of Agreement (or other sale and purchase agreement) for the applicable Designated Vessel, in form and substance reasonably satisfactory to the Agent.

(b) Minimum Price Floor Compliance. The Agent shall have received confirmation that the gross sale price specified in the MOA equals or exceeds the applicable Minimum Price Floor set forth on Schedule A (or that the Agent has provided its prior written consent to a sale at a price below the applicable Minimum Price Floor in accordance with Section 2.4).

(c) Net Proceeds Deposit. The Agent shall have received confirmation of the wire transfer of the applicable Net Proceeds to the Proceeds Account referenced in Section 3.2.

(d) Officer's Certificate. The Agent shall have received an officer's certificate from TSL, signed by the Chief Executive Officer or the Chief Financial Officer of TSL, certifying that (i) the representations and warranties of TSL set forth in Article V of this Side Letter remain true and correct in all material respects as of the date of such certificate, and (ii) no Default or Event of Default exists under the Credit Agreement (as amended) as of the date of such certificate, other than the defaults that are the subject of the RSA and the Forbearance Agreement and that are being addressed through the restructuring transactions contemplated thereby.

(e) Evidence of Disposition Costs. The Agent shall have received reasonable evidence of the payment (or provision for payment) of all costs of disposition deducted in the calculation of Net Proceeds for the applicable Designated Vessel.

The Parties acknowledge that the Amended and Restated Intercreditor Agreement (to be dated on or about May 15, 2023) will provide for the corresponding release of second-priority liens held by Dralvecen Mezzanine Capital LLC upon the release by the first-lien Agent of its first-priority liens on the applicable Designated Vessel. TSL shall coordinate with Dralvecen and the Agent to ensure the timely delivery of all release documentation required under both the first-lien and second-lien security arrangements.

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF TSL

TSL hereby represents and warrants to the Agent as follows, in each case as of the date of this Side Letter and as of the Closing Date:

Section 5.1 — Organization and Good Standing

TSL is a société anonyme duly organized and validly existing under the laws of the Hellenic Republic. TSL is registered with the Athens General Commercial Registry (G.E.MI.) under registration number 12984701000 and is in good standing under applicable Greek law. TSL has the corporate power and authority to own its properties and assets, to carry on its business as presently conducted, and to enter into this Side Letter and to perform all of its obligations hereunder. Each Vessel-Owning SPV that holds legal title to a Designated Vessel is a duly organized and validly existing entity under the laws of its jurisdiction of incorporation, is a wholly-owned direct or indirect subsidiary of TSL, and has the corporate power and authority to own the applicable Designated Vessel and to consummate the sale thereof in accordance with the terms of this Side Letter.

Section 5.2 — Authorization

The execution, delivery, and performance of this Side Letter by TSL have been duly authorized by all necessary corporate action of TSL, including approval by TSL's board of directors (comprising, among others, Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman; and Georgios Andreadis, Chief Executive Officer). No further corporate or shareholder action on the part of TSL is required for the execution, delivery, or performance of this Side Letter. This Side Letter has been duly executed and delivered by TSL and constitutes the legal, valid, and binding obligation of TSL, enforceable against TSL in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.

Section 5.3 — No Conflicts

The execution, delivery, and performance of this Side Letter by TSL do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the articles of association and any shareholders' agreement) of TSL or any Vessel-Owning SPV; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, any material agreement, instrument, or contract to which TSL or any Vessel-Owning SPV is a party or by which any of their properties or assets is bound, including, without limitation, the Credit Agreement, the Forbearance Agreement, and the RSA; or (c) violate any applicable law, rule, regulation, or order of any governmental authority or regulatory body (whether in the Hellenic Republic, the United States, Switzerland, or any other applicable jurisdiction) applicable to TSL or any Vessel-Owning SPV.

Section 5.4 — Title to Designated Vessels

TSL, through its respective Vessel-Owning SPVs, holds good and marketable title to each Designated Vessel, free and clear of all liens, claims, charges, encumbrances, and interests of any kind, other than (a) the first-priority ship mortgages and security interests granted in favor of the Agent under the Credit Agreement and the related collateral documents, and (b) the second-priority liens to be granted in connection with the mezzanine exchange and the issuance of the new Sixty Million Dollar ($60,000,000) second-lien notes to Dralvecen. TSL is not aware of any maritime liens (including, without limitation, crew wage liens, necessaries liens, salvage liens, or collision liens), other than those arising in the ordinary course of business and not yet due and payable, against any Designated Vessel. No Designated Vessel is the subject of any pending or, to TSL's knowledge, threatened legal proceeding, maritime attachment, arrest, or seizure.

Section 5.5 — Vessel Condition

Each Designated Vessel is operational and in class with a classification society that is a member of the International Association of Classification Societies ("IACS"), with no outstanding conditions of class, recommendations, or memoranda that would materially impair the marketability, seaworthiness, or value of such Designated Vessel. TSL is not aware of any material defect, structural weakness, damage, or condition affecting any Designated Vessel that would materially impair the marketability or fair market value of such Designated Vessel or that has not been disclosed to the Agent in writing. Each Designated Vessel holds all certificates, licenses, and permits required by applicable law for its operation in its current trade.

Section 5.6 — Compliance with Sanctions and Anti-Corruption Laws

No Designated Vessel has, during the three-year period prior to the date hereof, traded in violation of applicable sanctions laws, including sanctions imposed by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Nations Security Council, or the Swiss State Secretariat for Economic Affairs ("SECO"). No Designated Vessel has called at any port located in a country that is the subject of comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) during such period. TSL and each Vessel-Owning SPV are in compliance in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, and applicable anti-corruption provisions of Greek law, as well as all applicable anti-money laundering laws and regulations.

ARTICLE VI — COVENANTS OF TSL

TSL hereby covenants and agrees with the Agent as follows:

Section 6.1 — Maintenance of Vessels Pending Sale

TSL shall, and shall cause each applicable Vessel-Owning SPV to, maintain each Designated Vessel in good operating condition and repair, consistent with prudent industry practices and the requirements of the applicable classification society, from the date hereof through the completion of the sale and delivery of such Designated Vessel to the purchaser. Without limiting the generality of the foregoing, TSL shall (a) keep each Designated Vessel in class with an IACS member society, free of outstanding conditions of class, recommendations, and memoranda (other than those of a routine nature that do not materially impair the vessel's marketability); (b) maintain hull and machinery insurance, protection and indemnity insurance, and war risk insurance for each Designated Vessel through coverage arranged by Seaward & Beckett Insurance Brokers Ltd. (or replacement coverage from a reputable international insurance broker reasonably acceptable to the Agent), with coverage amounts and terms consistent with the requirements of the Credit Agreement; and (c) comply with all applicable environmental, safety, and regulatory requirements, including the requirements of the International Safety Management Code and the International Ship and Port Facility Security Code.

Section 6.2 — Information Covenants

TSL shall provide the Agent with the following information in connection with the disposition of the Designated Vessels:

(a) quarterly marketing update reports, in the form and with the content described in Section 2.3(b);

(b) copies of all third-party appraisals, broker opinions of value, or other valuation analyses obtained by or on behalf of TSL in connection with the disposition process, promptly upon receipt thereof;

(c) copies of all offers, counteroffers, and indications of interest received in connection with the marketing and sale of each Designated Vessel, promptly upon receipt thereof;

(d) prompt written notice of the execution of any MOA or other binding agreement for the sale of any Designated Vessel, together with a true and complete copy of such agreement; and

(e) closing documentation for each completed sale, including the bill of sale, protocol of delivery and acceptance, evidence of deletion from the vessel's registry of origin, and confirmation of the deposit of Net Proceeds into the Proceeds Account.

Section 6.3 — No Encumbrances

TSL shall not, and shall cause each applicable Vessel-Owning SPV not to, create, incur, assume, or permit to exist any additional lien, mortgage, charge, pledge, encumbrance, or security interest of any kind on or with respect to any Designated Vessel (other than customary maritime liens arising in the ordinary course of business and not yet due and payable), pending the completion of the sale of such Designated Vessel. TSL shall promptly discharge or cause to be discharged any lien or encumbrance that is asserted against any Designated Vessel in violation of this Section 6.3.

Section 6.4 — Tax Compliance

TSL shall be solely responsible for, and shall timely pay or cause to be paid, all taxes, duties, assessments, and governmental charges of whatever nature arising from or in connection with the sale of each Designated Vessel, including, without limitation, any capital gains tax, value added tax, withholding tax, stamp duty, or transfer tax imposed by the Hellenic Republic, any flag state, or any other relevant jurisdiction. TSL shall provide evidence of compliance with this Section 6.4 to the Agent upon the Agent's reasonable request.

Section 6.5 — Cooperation

TSL shall cooperate fully and in good faith with the Agent and the Lender Syndicate in connection with the disposition of the Designated Vessels and the lien release mechanics described in Article IV, including by executing and delivering such additional documents, instruments, and agreements as the Agent may reasonably request in order to effectuate the release of liens, the transfer of title, and the deletion of the Designated Vessels from their respective vessel registries. TSL shall use commercially reasonable efforts to cause each applicable Vessel-Owning SPV to execute and deliver such documents and instruments as may be necessary or desirable in connection with the foregoing.

ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES

Section 7.1 — Events of Default

Each of the following shall constitute an "Event of Default" under this Side Letter:

(a) Failure to Complete Midpoint Sales. TSL fails to consummate the sale of at least three (3) of the six (6) Designated Vessels within six (6) months of the Closing Date (i.e., by December 31, 2023), unless such failure is waived in writing by the Agent (acting at the direction of the Required Lenders);

(b) Failure to Complete All Sales. TSL fails to consummate the sale of all six (6) Designated Vessels by the Disposition Deadline (i.e., by June 30, 2024), unless such failure is waived in writing by the Agent (acting at the direction of the Required Lenders);

(c) Breach of Representations, Warranties, or Covenants. Any representation, warranty, or certification made by TSL in this Side Letter proves to have been untrue or incorrect in any material respect when made, or TSL breaches any material covenant or obligation set forth in this Side Letter, and such breach (if capable of cure) remains uncured for a period of fifteen (15) business days after TSL's receipt of written notice thereof from the Agent; and

(d) Cross-Default. The occurrence of an Event of Default under the Credit Agreement (as amended by the Amendment), subject to any applicable cure or grace periods set forth therein.

Section 7.2 — Remedies

Upon the occurrence and during the continuance of an Event of Default under this Side Letter, the Agent (acting at the direction of the Required Lenders) may exercise any or all of the following remedies:

(a) Replacement Shipbroker. Require TSL to terminate the engagement of the existing Shipbroker and engage a replacement shipbroker selected by the Agent, at TSL's sole cost and expense, to manage the marketing and sale of any unsold Designated Vessels;

(b) Mandatory Acceptance of Offers. Require TSL to accept the highest bona fide offer then outstanding for any unsold Designated Vessel, regardless of whether such offer is below the applicable Minimum Price Floor;

(c) Credit Agreement Remedies. Exercise any rights and remedies available under the Credit Agreement (as amended), including, without limitation, the right to accelerate the maturity of all outstanding obligations thereunder and to enforce its security interests in the collateral pledged to secure such obligations; and

(d) Other Remedies. Exercise any other rights and remedies available at law, in equity, or under any other agreement or instrument to which TSL is a party, including the right to seek specific performance of TSL's obligations hereunder.

All rights and remedies of the Agent under this Side Letter are cumulative and not exclusive of any other rights or remedies available to the Agent under the Credit Agreement, the RSA, or applicable law. No delay or failure by the Agent in exercising any right or remedy shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any further or other exercise of such right or remedy or the exercise of any other right or remedy.

ARTICLE VIII — MISCELLANEOUS PROVISIONS

Section 8.1 — Relationship to RSA and Credit Agreement

This Side Letter is entered into pursuant to and in furtherance of the RSA and the restructuring transactions contemplated thereby. This Side Letter is intended to supplement, and not to supersede or amend, the provisions of the Credit Agreement (as amended by the Amendment) and the RSA. In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Credit Agreement (as amended), the Credit Agreement shall control; provided, however, that the specific vessel disposition undertakings, milestones, and related obligations set forth in this Side Letter shall constitute supplementary obligations of TSL and shall not be deemed to be limited or superseded by any provision of the Credit Agreement. This Side Letter shall become effective upon the Closing Date (June 30, 2023) and shall terminate upon the earliest to occur of (i) the completion of the sale of all six Designated Vessels and the application of all Net Proceeds to the mandatory prepayment of the TLA in accordance with the terms hereof, (ii) the termination of the Credit Agreement in accordance with its terms, and (iii) such earlier date as the Parties may agree in writing.

Section 8.2 — Notices

All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by reputable overnight courier service, or (d) transmitted by electronic mail (with confirmation of receipt), in each case addressed as follows:

If to TSL:

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

Attention: Georgios Andreadis, Chief Executive Officer

and Irini Dalakoura, Chief Financial Officer

Email: g.andreadis@thalassashipping.gr; i.dalakoura@thalassashipping.gr

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

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

Attention: Nathaniel Bower

Email: nbower@calderwoodharkness.com

If to the Agent:

Nordbank International AG Bahnhofstrasse 78 8001 Zürich, Switzerland

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

Email: h.ludemann@nordbankinternational.ch

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

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

Attention: Graham Whitfield III

Email: gwhitfield@whitfieldcrane.com

Either Party may change its notice information by giving written notice thereof to the other Party in accordance with this Section 8.2.

Section 8.3 — Governing Law and Jurisdiction

(a) Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

(b) Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, New York County, and (ii) the United States District Court for the Southern District of New York, for the purpose of any suit, action, or proceeding arising out of or relating to this Side Letter. Each Party hereby irrevocably waives any objection to venue in any such court and any claim that any such court is an inconvenient forum.

(c) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SIDE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.4 — Amendments and Waivers

No amendment, modification, supplement, or waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument duly executed by TSL and the Agent (acting at the direction of the Required Lenders). No waiver of any provision of this Side Letter shall constitute a continuing waiver of such provision or a waiver of any other provision, and no failure or delay in exercising any right under this Side Letter shall operate as a waiver thereof.

Section 8.5 — Successors and Assigns

This Side Letter shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. TSL may not assign or transfer its rights or obligations under this Side Letter without the prior written consent of the Agent (acting at the direction of the Required Lenders). The Agent may assign its rights and obligations hereunder in connection with any assignment of its agency role under the Credit Agreement, without the prior consent of TSL.

Section 8.6 — Counterparts; Electronic Execution

This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Side Letter may be evidenced by electronic signature (including signatures delivered in portable document format (PDF) via electronic mail or other electronic transmission), and any such electronic signature shall have the same legal effect, validity, and enforceability as a manually executed signature.

Section 8.7 — Severability

If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter or invalidate or render unenforceable such provision in any other jurisdiction. The remaining provisions of this Side Letter shall remain in full force and effect, and the Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid and enforceable provision that reflects the original intent of the Parties to the greatest extent practicable.

Section 8.8 — Entire Agreement

This Side Letter, together with the RSA, the Credit Agreement (as amended by the Amendment), the Forbearance Agreement, the Amended and Restated Intercreditor Agreement, and the other transaction documents referenced herein, constitutes the entire agreement between the Parties with respect to the vessel disposition undertaking contemplated herein and supersedes all prior negotiations, representations, agreements, and understandings, whether oral or written, relating to such subject matter.

IN WITNESS WHEREOF, the Parties have caused this Side Letter to be executed as of the date first above written.

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

By: ________

Name: Georgios Andreadis

Title: Chief Executive Officer

Date: March 14, 2023

NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent

By: ________

Name: Henrik Lüdemann

Title: Managing Director, Shipping & Offshore Finance

Date: March 14, 2023

Acknowledged and Agreed:

THALASSA AMERICAS INC., as Co-Borrower for the U.S. Tranche

By: ________

Name: Marcus Hale

Title: President

Date: March 14, 2023

SCHEDULE A

DESIGNATED VESSELS

The following table sets forth the Designated Vessels, together with the applicable specifications, appraised values, and Minimum Price Floors:

Notes to Schedule A

1. Appraised Values. The appraised values set forth above are derived from the independent fleet appraisal prepared by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022, and represent charter-free market values as of such date. Actual sale prices may differ from these appraised values based on prevailing market conditions, the condition of each vessel at the time of sale, and other relevant factors.

2. Minimum Price Floors. The Minimum Price Floors are set at approximately 85% to 90% of the respective Drakos Appraised Values and are subject to adjustment by mutual written agreement of TSL and the Agent pursuant to Section 2.4 of the Side Letter, including in the event that an updated appraisal by Drakos Maritime Valuations Ltd. (or another appraiser reasonably acceptable to both Parties) indicates a material change in value.

3. Vessel-Owning SPVs. Each Vessel-Owning SPV listed above is a wholly-owned direct subsidiary of TSL, organized under the laws of the Republic of the marshall Islands, the Republic of Liberia, or the Republic of Panama, as applicable. The equity interests (comprising 100% of the issued and outstanding shares) of each such Vessel-Owning SPV are pledged as collateral under the Credit Agreement and the related pledge agreements in favor of the Agent, on behalf of the Lender Syndicate.

4. Fleet Context. The Designated Vessels represent six of the 28 Panamax and Supramax dry-bulk carriers in TSL's fleet (three Panamax and three Supramax units) and constitute the oldest units within their respective vessel classes. The disposition of the Designated Vessels is intended to improve TSL's overall fleet age profile while generating deleveraging proceeds.

[End of Schedule A]

[Remainder of page intentionally left blank]

Vessel Name	IMO Number	Vessel Class	Year of Build	Approx. Age (as of 3/14/2023)	DWT	Flag State	Vessel-Owning SPV	Drakos Appraised Value (Nov. 1, 2022)	Minimum Price Floor
M/V Thalassa Orion	9287614	Panamax Dry-Bulk	2004	19 years	74,200	Republic of the marshall Islands	Orion Bulk Carriers Inc.	$14,500,000	$12,325,000
M/V Thalassa Polaris	9291837	Panamax Dry-Bulk	2005	18 years	75,600	Republic of Liberia	Polaris Maritime Ltd.	$13,800,000	$12,420,000
M/V Thalassa Pegasus	9305422	Panamax Dry-Bulk	2005	18 years	73,900	Republic of the marshall Islands	Pegasus Shipping Co.	$13,200,000	$11,220,000
M/V Thalassa Lyra	9312768	Supramax Dry-Bulk	2006	17 years	56,800	Republic of Panama	Lyra Bulkship Inc.	$10,800,000	$9,720,000
M/V Thalassa Vega	9279153	Supramax Dry-Bulk	2004	19 years	55,200	Republic of Liberia	Vega Carriers S.A.	$10,200,000	$8,670,000
M/V Thalassa Rigel	9318491	Supramax Dry-Bulk	2006	17 years	57,400	Republic of the marshall Islands	Rigel Shipping Co.	$9,500,000	$8,075,000
TOTALS	Avg. ~18 years	$72,000,000	$62,430,000

SIDE LETTER AGREEMENT — VESSEL DISPOSITION UNDERTAKING
Dated as of March 14, 2023
This Side Letter Agreement — Vessel Disposition Undertaking (this "Side Letter") is entered into as of March 14, 2023, by and between:
(1) THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME ("TSL"), a société anonyme organized and existing under the laws of the Hellenic Republic, with its registered offices at 42 Akti Miaouli, Piraeus 18538, Greece (Greek Tax Identification Number (AFM): 998214763);
and
(2) NORDBANK INTERNATIONAL AG (the "Agent"), an Aktiengesellschaft organized and existing under the laws of Switzerland, with offices at Bahnhofstrasse 78, 8001 Zürich, Switzerland, acting in its capacity as Administrative Agent and Collateral Agent under the Senior Secured Credit Agreement (as defined below) on behalf of the Lender Syndicate (as defined below).
TSL and the Agent are each referred to herein individually as a "Party" and collectively as the "Parties."
This Side Letter is entered into concurrently with, and as a condition to the effectiveness of, the Restructuring Support Agreement dated as of March 14, 2023 (the "RSA"), among TSL, Thalassa Americas Inc., the Agent, the consenting senior secured lenders party thereto, Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme.
RECITALS
WHEREAS:
A. The Senior Secured Credit Agreement. TSL (as Borrower), Thalassa Americas Inc., a Delaware C-Corporation ("TAI") (as Co-Borrower with respect to the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and a lender syndicate consisting of nine financial institutions (the "Lender Syndicate") with a total aggregate commitment of Six Hundred Eighty-Five Million United States Dollars ($685,000,000) are parties to that certain Senior Secured Credit Agreement, dated as of June 15, 2019 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Credit Agreement"). The Credit Agreement provides for three tranches of credit facilities: (i) a Term Loan A facility in an original aggregate principal amount of Four Hundred Million United States Dollars ($400,000,000) (the "Term Loan A" or "TLA"), amortizing with scheduled quarterly principal payments of Ten Million United States Dollars ($10,000,000); (ii) a Revolving Credit Facility in an original aggregate committed amount of Two Hundred Million United States Dollars ($200,000,000) (the "Revolving Credit Facility" or "Revolver"); and (iii) a U.S. Tranche Term Loan B facility in an original aggregate principal amount of Eighty-Five Million United States Dollars ($85,000,000) (the "Term Loan B" or "TLB"), structured as a non-amortizing bullet maturity loan. As of September 30, 2022, the aggregate outstanding principal balance under the Credit Agreement was Five Hundred Forty Million United States Dollars ($540,000,000), comprised of Two Hundred Seventy Million United States Dollars ($270,000,000) outstanding under the TLA, One Hundred Eighty-Five Million United States Dollars ($185,000,000) outstanding under the Revolver, and Eighty-Five Million United States Dollars ($85,000,000) outstanding under the TLB. Interest under the Credit Agreement accrues at a rate per annum equal to SOFR plus 375 basis points, with a default rate of an additional 200 basis points applicable during the continuance of an Event of Default. The original stated maturity date of all obligations under the Credit Agreement is June 15, 2024.
B. Covenant Breaches and Forbearance. TSL breached the Minimum Liquidity Covenant set forth in Section 7.11(a) of the Credit Agreement on September 15, 2022, when TSL's unrestricted cash and cash equivalents fell to Twenty-Seven Million Three Hundred Thousand United States Dollars ($27,300,000), which was below the required minimum of Forty Million United States Dollars ($40,000,000), representing a shortfall of Twelve Million Seven Hundred Thousand United States Dollars ($12,700,000). In addition, as of September 30, 2022, TSL breached the Maximum Net Leverage Ratio covenant set forth in Section 7.11(b) of the Credit Agreement, with a Net Leverage Ratio of 7.82x compared to the maximum permitted ratio of 5.50x, and breached the Minimum Interest Coverage Ratio covenant set forth in Section 7.11(c) of the Credit Agreement, with an Interest Coverage Ratio of 1.74x compared to the minimum required ratio of 2.50x. Each of the foregoing constituted an Event of Default under Section 8.01 of the Credit Agreement. In response, the Agent and the Required Lenders entered into a Forbearance Agreement with TSL, dated as of October 10, 2022 (the "Forbearance Agreement"), pursuant to which the Agent and the Required Lenders agreed to forbear from exercising their rights and remedies under the Credit Agreement during a 90-day standstill period expiring on January 8, 2023. The Forbearance Agreement was subsequently extended by the First Amendment to Forbearance Agreement, dated as of January 6, 2023, extending the standstill period through March 8, 2023, and by the Second Amendment to Forbearance Agreement, dated as of March 6, 2023, extending the standstill period through April 7, 2023.
C. The RSA and Amendment. Concurrently herewith, TSL, TAI, the Agent, the consenting senior secured lenders, Dralvecen Mezzanine Capital LLC ("Dralvecen"), and KFO Holdings Société Anonyme ("KFO") have entered into the Restructuring Support Agreement, dated as of March 14, 2023 (the "RSA"). The RSA contemplates, among other things, the negotiation and execution of Amendment No. 1 to the Credit Agreement (to be dated on or about May 15, 2023 and to become effective upon the Closing Date, as defined below) (the "Amendment"). The Amendment will, among other things: (i) extend the maturity date of all obligations under the Credit Agreement from June 15, 2024 to June 15, 2027; (ii) convert Seventy-Five Million United States Dollars ($75,000,000) of outstanding TLA principal from cash-pay interest to payment-in-kind ("PIK") interest; (iii) reduce the aggregate commitment under the Revolving Credit Facility from Two Hundred Million United States Dollars ($200,000,000) to One Hundred Fifty Million United States Dollars ($150,000,000); (iv) reset the financial covenants applicable to TSL, including establishing a Maximum Net Leverage Ratio of 7.00x stepping down to 5.50x by Q4 2025, a Minimum Liquidity requirement of Thirty Million United States Dollars ($30,000,000), and a waiver of the Minimum Interest Coverage Ratio through Q4 2023; and (v) provide for a 1.00% amendment fee equal to Five Million Four Hundred Thousand United States Dollars ($5,400,000), payable in kind and added to the outstanding principal balance. The RSA includes, as a condition to the effectiveness of the Amendment and the consummation of the restructuring transactions, a vessel disposition undertaking, the specific terms and conditions of which are memorialized in this Side Letter.
D. Fleet Valuation Context. Reference is made to the independent fleet appraisal conducted by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022 (the "Drakos Appraisal"), which valued TSL's fleet of 50 vessels—comprising 38 dry-bulk carriers and 12 container vessels—at an aggregate charter-free market value of Six Hundred Twenty-Three Million United States Dollars ($623,000,000). This represents a decline of Two Hundred Sixty-Eight Million United States Dollars ($268,000,000), or approximately 30.1%, from the aggregate fleet valuation of Eight Hundred Ninety-One Million United States Dollars ($891,000,000) reflected in the January 2022 appraisal conducted by the same appraiser. The Drakos Appraisal reflects the following breakdown by vessel class: (i) 10 Capesize dry-bulk carriers valued at an aggregate of Two Hundred Fifteen Million United States Dollars ($215,000,000); (ii) 14 Panamax dry-bulk carriers valued at an aggregate of One Hundred Eighty-Two Million United States Dollars ($182,000,000); (iii) 14 Supramax dry-bulk carriers valued at an aggregate of One Hundred Twenty-Eight Million United States Dollars ($128,000,000); and (iv) 12 Sub-Panamax container vessels valued at an aggregate of Ninety-Eight Million United States Dollars ($98,000,000). The Designated Vessels (as defined herein) represent six of the older dry-bulk carriers in TSL's fleet, with an average age of approximately 18 years as of the date hereof.
E. Purpose of Vessel Dispositions. The disposition of the Designated Vessels is intended to generate aggregate net proceeds estimated at approximately Seventy-Two Million United States Dollars ($72,000,000). The net proceeds from such dispositions are to be applied as mandatory prepayments of the Term Loan A in accordance with the mandatory prepayment provisions of the Credit Agreement (as amended by the Amendment). In addition to generating deleveraging proceeds, the dispositions are expected to reduce TSL's operating costs—including crew, maintenance, and drydocking expenditures—and to improve TSL's overall fleet age profile, thereby supporting long-term compliance with the financial covenants under the Credit Agreement (as amended) and enhancing TSL's competitive positioning in the dry-bulk shipping market.
F. Collateral Considerations. The Designated Vessels are each subject to first-priority ship mortgages and related security interests securing the obligations under the Credit Agreement, in the aggregate principal amount of Six Hundred Eighty-Five Million United States Dollars ($685,000,000). Following the consummation of the mezzanine exchange contemplated by the RSA, the Designated Vessels will also be subject to second-priority liens securing the new Sixty Million United States Dollars ($60,000,000) second-lien notes to be issued to Dralvecen Mezzanine Capital LLC. The Agent, acting on behalf of the Lender Syndicate, agrees to release its first-priority liens on each Designated Vessel upon the consummation of the applicable sale, subject to the satisfaction of the conditions set forth herein and the application of net proceeds to mandatory prepayment as required hereunder. Reference is made to the Intercreditor Agreement dated as of June 15, 2019, between Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC, which is to be amended and restated in connection with the closing of the transactions contemplated by the RSA (the "Amended and Restated Intercreditor Agreement"), and which will govern the release of second-priority liens in connection with the Designated Vessel dispositions.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Side Letter, the following terms shall have the meanings set forth below:
"Amended and Restated Intercreditor Agreement" means the Amended and Restated Intercreditor Agreement, to be dated on or about May 15, 2023, among Nordbank International AG (as first-lien agent) and Dralvecen Mezzanine Capital LLC, as the same may be further amended, restated, supplemented, or otherwise modified from time to time.
"Amendment" means Amendment No. 1 to the Credit Agreement, to be dated on or about May 15, 2023, among TSL, TAI, the Agent, and the Lender Syndicate, which shall become effective upon the Closing Date.
"Dralvecen" means Dralvecen Mezzanine Capital LLC, a Delaware limited liability company.
"Closing Date" means June 30, 2023, being the effective date of the RSA and the Amendment (or such other date as may be agreed in writing by the Parties).
"Credit Agreement" means the Senior Secured Credit Agreement, dated as of June 15, 2019, among TSL (as Borrower), TAI (as Co-Borrower for the U.S. Tranche), Nordbank International AG (as Administrative Agent and Collateral Agent), and the Lender Syndicate, as amended by the Amendment and as may be further amended, restated, supplemented, or otherwise modified from time to time.
"Designated Vessels" means the six dry-bulk carriers identified on Schedule A hereto, each with an average age of approximately 18 years as of the date hereof, comprising a mix of Panamax and Supramax dry-bulk carriers drawn from the older units in TSL's fleet. Each Designated Vessel is identified on Schedule A by its vessel name, International Maritime Organization ("IMO") number, vessel class, year of build, deadweight tonnage, flag state, and the applicable vessel-owning special purpose vehicle ("Vessel-Owning SPV") from among the 14 vessel-owning SPVs whose equity interests are pledged as collateral under the Credit Agreement.
"Disposition Deadline" means the date that is twelve (12) months after the Closing Date (i.e., June 30, 2024).
"Drakos Appraisal" means the independent fleet appraisal prepared by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022.
"Event of Default" has the meaning given to such term in Article VII of this Side Letter.
"Forbearance Agreement" means the Forbearance Agreement, dated as of October 10, 2022, among TSL, TAI, the Agent, and the consenting lenders, as amended by the First Amendment to Forbearance Agreement dated January 6, 2023 and the Second Amendment to Forbearance Agreement dated March 6, 2023.
"KFO" means KFO Holdings Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic.
"Lender Syndicate" means the nine financial institutions party to the Credit Agreement as lenders from time to time.
"Minimum Aggregate Threshold" means Sixty-Five Million United States Dollars ($65,000,000), being the minimum aggregate Net Proceeds that must be generated from the disposition of all six Designated Vessels.
"Minimum Price Floor" means, with respect to each Designated Vessel, the minimum gross sale price set forth on Schedule A hereto, below which TSL may not consummate a sale of such Designated Vessel without the prior written consent of the Agent (acting at the direction of the Required Lenders).
"MOA" means a Memorandum of Agreement for the sale and purchase of a vessel in the form customarily used in international ship sale transactions (including the Norwegian Saleform 2012 or such other form as may be acceptable to the parties to the transaction).
"Net Proceeds" means, with respect to the sale of each Designated Vessel, the gross sale price payable in respect of such Designated Vessel, less the sum of the following: (i) reasonable and customary brokerage commissions (which shall not exceed 1.0% of the gross sale price); (ii) legal fees directly attributable to the sale transaction; (iii) transfer taxes, stamp duties, and vessel registration or de-registration fees; and (iv) costs of lien release and vessel delivery (including bunker costs, port charges, and crew repatriation costs, if any, directly incurred in connection with delivery of the vessel to the purchaser).
"Required Lenders" has the meaning given to such term in the Credit Agreement, being the lenders holding more than 50% of the aggregate commitments under the Credit Agreement at the relevant time.
"Revolving Credit Facility" or "Revolver" means the revolving credit facility under the Credit Agreement in the original aggregate committed amount of $200,000,000, to be reduced to $150,000,000 pursuant to the Amendment.
"RSA" means the Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, the Agent, the consenting senior secured lenders, Dralvecen, and KFO.
"TAI" means Thalassa Americas Inc., a Delaware C-Corporation and Co-Borrower for the U.S. Tranche under the Credit Agreement.
"Term Loan A" or "TLA" means the amortizing term loan facility under the Credit Agreement in the original aggregate principal amount of Four Hundred Million United States Dollars ($400,000,000) (of which Two Hundred Seventy Million United States Dollars ($270,000,000) was outstanding as of September 30, 2022), as further adjusted for the Seventy-Five Million United States Dollars ($75,000,000) PIK conversion pursuant to the Amendment.
"Term Loan B" or "TLB" means the U.S. Tranche non-amortizing bullet maturity term loan facility under the Credit Agreement in the aggregate principal amount of Eighty-Five Million United States Dollars ($85,000,000).
"Vessel-Owning SPV" means each special purpose vehicle wholly owned by TSL that holds legal title to a Designated Vessel, as identified on Schedule A hereto.
Section 1.2 — Incorporation of Credit Agreement Definitions
Capitalized terms used but not otherwise defined in this Side Letter shall have the respective meanings given to such terms in the Credit Agreement. In the event of any inconsistency between the definitions set forth in Section 1.1 of this Side Letter and the definitions set forth in the Credit Agreement, the definitions in the Credit Agreement shall control, except to the extent that this Side Letter expressly provides otherwise.
ARTICLE II — VESSEL DISPOSITION UNDERTAKING
Section 2.1 — Covenant to Dispose of Designated Vessels
TSL hereby irrevocably undertakes and covenants, for the benefit of the Agent and the Lender Syndicate, to use commercially reasonable efforts to sell, transfer, or otherwise dispose of all six (6) Designated Vessels to unaffiliated third-party purchasers on or before the Disposition Deadline (June 30, 2024). Each sale of a Designated Vessel shall be consummated on arm's-length terms and for cash consideration denominated in United States Dollars (or, with the prior written consent of the Agent, in another freely convertible currency), payable at or prior to delivery of the vessel to the purchaser. No sale of any Designated Vessel shall be made to any affiliate, subsidiary, or related party of TSL, any member of the Kostandinos family (including, without limitation, Dimitrios Kostandinos, Elena Kostandinos-Pavlou, and any of their respective lineal descendants), KFO Holdings Société Anonyme, or any entity controlled by or under common control with any of the foregoing, without the express prior written consent of the Agent (acting at the direction of the Required Lenders), which consent may be withheld in the Agent's sole and absolute discretion.
Section 2.2 — Estimated Aggregate Proceeds
TSL and the Agent acknowledge and agree that the estimated aggregate gross proceeds from the disposition of all six Designated Vessels is approximately Seventy-Two Million United States Dollars ($72,000,000), based on the Drakos Appraisal dated November 1, 2022, adjusted for vessel aging, projected market conditions, and the anticipated timeline for the sales. The Parties acknowledge that the actual proceeds realized from the disposition of the Designated Vessels may vary from this estimate, whether favorably or unfavorably, based on prevailing market conditions, the supply and demand dynamics for secondhand tonnage in the Panamax and Supramax segments at the time of each individual sale, and other factors beyond the reasonable control of TSL. Nothing in this Section 2.2 shall be construed as a guarantee, representation, or warranty by TSL as to the actual proceeds that will be realized from the disposition of the Designated Vessels.
Section 2.3 — Sale Process Requirements
(a) Engagement of Shipbroker. Within thirty (30) days of the Closing Date, TSL shall engage a reputable international shipbroker with demonstrated experience in the sale and purchase of dry-bulk vessels (the "Shipbroker") to market each of the Designated Vessels. The identity of the Shipbroker shall be subject to the Agent's prior written approval, which approval shall not be unreasonably withheld, conditioned, or delayed. TSL shall provide the Agent with a copy of the engagement letter or terms of appointment for the Shipbroker promptly following execution thereof.
(b) Marketing Update Reports. TSL shall provide the Agent with a marketing update report with respect to each Designated Vessel on at least a quarterly basis (and more frequently upon the Agent's reasonable request), which reports shall include, at a minimum: (i) a summary of marketing activities undertaken during the applicable period; (ii) the number and identity (to the extent known) of prospective purchasers contacted; (iii) any indicative pricing, indications of interest, or offers received; (iv) market commentary from the Shipbroker regarding prevailing conditions in the applicable vessel class segments; and (v) TSL's assessment of the anticipated timeline for the completion of each sale.
(c) Minimum Number of Offers. TSL shall solicit at least three (3) bona fide offers for each Designated Vessel prior to accepting any offer for such vessel. For purposes of this Section 2.3(c), a "bona fide offer" means a written offer from a creditworthy, unaffiliated third party to purchase the applicable Designated Vessel at a stated price and on commercially reasonable terms.
(d) Document Sharing. TSL shall share copies of all letters of intent, memoranda of agreement, sale and purchase agreements, and other material transaction documents relating to the disposition of any Designated Vessel with the Agent at least ten (10) business days prior to the execution thereof. TSL shall give due consideration to any comments or objections raised by the Agent with respect to such documents; provided that the Agent's failure to object within such ten (10) business day period shall not constitute a waiver of any of the Agent's rights hereunder.
Section 2.4 — Minimum Price Floors
(a) General Rule. TSL shall not consummate any sale of a Designated Vessel at a gross sale price that is less than the applicable Minimum Price Floor set forth on Schedule A hereto without the prior written consent of the Agent (acting at the direction of the Required Lenders).
(b) Below-Floor Offers. In the event that the highest bona fide offer received for a Designated Vessel following a commercially reasonable marketing process of not less than ninety (90) days is below the applicable Minimum Price Floor, TSL shall promptly notify the Agent in writing and shall provide all supporting documentation, including copies of all offers received, the Shipbroker's market assessment, and any updated valuation or broker opinion of value. Upon receipt of such notice, the Parties shall negotiate in good faith regarding whether to (i) proceed with the sale at the below-floor price, (ii) continue marketing the vessel for an additional period to be agreed, or (iii) take such other action as the Parties may agree upon.
(c) Adjustment of Minimum Price Floors. The Minimum Price Floors set forth on Schedule A may be adjusted downward or upward by mutual written agreement of TSL and the Agent if an updated appraisal by Drakos Maritime Valuations Ltd. (or another independent maritime appraiser reasonably acceptable to both Parties) indicates a material change in the charter-free market value of the applicable Designated Vessel. For purposes of this Section 2.4(c), a "material change" means a change of ten percent (10%) or more from the value reflected in the Drakos Appraisal as of November 1, 2022.
Section 2.5 — Timeline and Milestones
TSL shall comply with the following milestones in connection with the disposition of the Designated Vessels:
(a) Within 30 days of the Closing Date (i.e., on or before July 30, 2023): Engage the Shipbroker in accordance with Section 2.3(a) and commence the active marketing of all six Designated Vessels.
(b) Within 90 days of the Closing Date (i.e., on or before September 28, 2023): Deliver to the Agent an initial marketing report in accordance with Section 2.3(b), including indicative pricing and any indications of interest received from prospective purchasers.
(c) Within 6 months of the Closing Date (i.e., on or before December 31, 2023): Complete the sale of at least three (3) of the six (6) Designated Vessels, with the Net Proceeds from such sales having been deposited into the segregated account in accordance with Section 3.2 and applied to mandatory prepayment of the TLA in accordance with Section 3.1.
(d) Within 12 months of the Closing Date (i.e., on or before the Disposition Deadline of June 30, 2024): Complete the sale of all six (6) Designated Vessels, with the Net Proceeds from all such sales having been deposited into the segregated account in accordance with Section 3.2 and applied to mandatory prepayment of the TLA in accordance with Section 3.1.
TSL shall use commercially reasonable efforts to stagger the timing of the individual vessel sales so as to avoid depressing realized prices through simultaneous offerings of multiple vessels of the same class in a constrained or illiquid market. TSL shall consult with the Shipbroker regarding optimal sequencing and timing and shall take into account the Agent's reasonable input regarding the same.
ARTICLE III — APPLICATION OF NET PROCEEDS
Section 3.1 — Mandatory Prepayment of Term Loan A
All Net Proceeds from the sale of each Designated Vessel shall be applied as a mandatory prepayment of the Term Loan A in accordance with the mandatory prepayment provisions set forth in Section 2.05 of the Credit Agreement (as amended by the Amendment). Such prepayments shall be applied in inverse order of maturity to the remaining scheduled installments of the TLA (or as otherwise specified in the Credit Agreement). Each mandatory prepayment shall be made within five (5) business days of the date on which TSL (or the applicable Vessel-Owning SPV) receives the gross sale proceeds for the applicable Designated Vessel. TSL shall provide the Agent with written notice of each mandatory prepayment, specifying the amount of the prepayment and the applicable Designated Vessel, at least two (2) business days prior to the date on which such prepayment is to be made.
Section 3.2 — Escrow Arrangements
Until applied to the mandatory prepayment of the TLA in accordance with Section 3.1, all Net Proceeds from the sale of each Designated Vessel shall be deposited into a segregated deposit account (the "Proceeds Account") maintained by TSL with Nordbank International AG (in its capacity as Collateral Agent). The Proceeds Account shall be subject to a deposit account control agreement in favor of the Agent, in form and substance reasonably satisfactory to the Agent, granting the Agent exclusive control over the disposition of funds in the Proceeds Account. No withdrawal from the Proceeds Account shall be permitted except for (a) application to the mandatory prepayment of the TLA in accordance with Section 3.1, or (b) payment of authorized disposition costs that are deducted in the calculation of Net Proceeds as set forth in Section 1.1, in each case subject to the Agent's prior written confirmation.
Section 3.3 — Shortfall
If the aggregate Net Proceeds actually realized from the sale of all six (6) Designated Vessels are less than Sixty-Five Million United States Dollars ($65,000,000) (the "Minimum Aggregate Threshold"), TSL shall, within thirty (30) days of the Disposition Deadline (or, if all six Designated Vessels have been sold prior to the Disposition Deadline, within thirty (30) days of the completion of the final sale), deliver to the Agent a detailed written plan (the "Shortfall Remediation Plan") identifying additional measures to bridge the shortfall between the actual aggregate Net Proceeds and the Minimum Aggregate Threshold. The Shortfall Remediation Plan may include, without limitation, additional asset sales (including sales of vessels not identified as Designated Vessels), equity contributions from the Kostandinos family, KFO, or other investors, cost-reduction initiatives, or other liquidity-generating measures. The Shortfall Remediation Plan shall be subject to the Agent's prior written approval (acting at the direction of the Required Lenders), which approval shall not be unreasonably withheld, conditioned, or delayed; provided that the Agent shall have the right to require that any additional measures proposed by TSL be implemented within a timeframe and on terms reasonably acceptable to the Agent.
ARTICLE IV — LIEN RELEASE MECHANICS
Section 4.1 — Agent's Obligation to Release Liens
Upon the satisfaction of the conditions set forth in Section 4.2, the Agent shall, on behalf of the Lender Syndicate, promptly execute and deliver such instruments, agreements, and documents (including, without limitation, mortgage discharges, deletions of registered encumbrances, UCC termination statements, and such other documents as may be required under the laws of the applicable flag state) as are necessary to release and discharge the Agent's first-priority liens and security interests on and in the applicable Designated Vessel. The Agent shall use commercially reasonable efforts to prepare and deliver the necessary release documentation within five (5) business days of receipt of all required documentation and written confirmation that the applicable Net Proceeds have been deposited into the Proceeds Account in accordance with Section 3.2. TSL shall reimburse the Agent for all reasonable and documented out-of-pocket costs and expenses (including legal fees) incurred by the Agent in connection with the preparation and delivery of such release documentation.
Section 4.2 — Conditions to Lien Release
The Agent's obligation to release its first-priority liens on a Designated Vessel pursuant to Section 4.1 shall be subject to the prior satisfaction (or waiver by the Agent) of each of the following conditions:
(a) Executed MOA. The Agent shall have received a true, complete, and fully executed copy of the Memorandum of Agreement (or other sale and purchase agreement) for the applicable Designated Vessel, in form and substance reasonably satisfactory to the Agent.
(b) Minimum Price Floor Compliance. The Agent shall have received confirmation that the gross sale price specified in the MOA equals or exceeds the applicable Minimum Price Floor set forth on Schedule A (or that the Agent has provided its prior written consent to a sale at a price below the applicable Minimum Price Floor in accordance with Section 2.4).
(c) Net Proceeds Deposit. The Agent shall have received confirmation of the wire transfer of the applicable Net Proceeds to the Proceeds Account referenced in Section 3.2.
(d) Officer's Certificate. The Agent shall have received an officer's certificate from TSL, signed by the Chief Executive Officer or the Chief Financial Officer of TSL, certifying that (i) the representations and warranties of TSL set forth in Article V of this Side Letter remain true and correct in all material respects as of the date of such certificate, and (ii) no Default or Event of Default exists under the Credit Agreement (as amended) as of the date of such certificate, other than the defaults that are the subject of the RSA and the Forbearance Agreement and that are being addressed through the restructuring transactions contemplated thereby.
(e) Evidence of Disposition Costs. The Agent shall have received reasonable evidence of the payment (or provision for payment) of all costs of disposition deducted in the calculation of Net Proceeds for the applicable Designated Vessel.
The Parties acknowledge that the Amended and Restated Intercreditor Agreement (to be dated on or about May 15, 2023) will provide for the corresponding release of second-priority liens held by Dralvecen Mezzanine Capital LLC upon the release by the first-lien Agent of its first-priority liens on the applicable Designated Vessel. TSL shall coordinate with Dralvecen and the Agent to ensure the timely delivery of all release documentation required under both the first-lien and second-lien security arrangements.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF TSL
TSL hereby represents and warrants to the Agent as follows, in each case as of the date of this Side Letter and as of the Closing Date:
Section 5.1 — Organization and Good Standing
TSL is a société anonyme duly organized and validly existing under the laws of the Hellenic Republic. TSL is registered with the Athens General Commercial Registry (G.E.MI.) under registration number 12984701000 and is in good standing under applicable Greek law. TSL has the corporate power and authority to own its properties and assets, to carry on its business as presently conducted, and to enter into this Side Letter and to perform all of its obligations hereunder. Each Vessel-Owning SPV that holds legal title to a Designated Vessel is a duly organized and validly existing entity under the laws of its jurisdiction of incorporation, is a wholly-owned direct or indirect subsidiary of TSL, and has the corporate power and authority to own the applicable Designated Vessel and to consummate the sale thereof in accordance with the terms of this Side Letter.
Section 5.2 — Authorization
The execution, delivery, and performance of this Side Letter by TSL have been duly authorized by all necessary corporate action of TSL, including approval by TSL's board of directors (comprising, among others, Dimitrios Kostandinos, Chairman; Elena Kostandinos-Pavlou, Vice Chairwoman; and Georgios Andreadis, Chief Executive Officer). No further corporate or shareholder action on the part of TSL is required for the execution, delivery, or performance of this Side Letter. This Side Letter has been duly executed and delivered by TSL and constitutes the legal, valid, and binding obligation of TSL, enforceable against TSL in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity.
Section 5.3 — No Conflicts
The execution, delivery, and performance of this Side Letter by TSL do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents (including the articles of association and any shareholders' agreement) of TSL or any Vessel-Owning SPV; (b) violate, conflict with, or result in a breach of, or constitute a default (or an event that, with the giving of notice or the passage of time, or both, would constitute a default) under, any material agreement, instrument, or contract to which TSL or any Vessel-Owning SPV is a party or by which any of their properties or assets is bound, including, without limitation, the Credit Agreement, the Forbearance Agreement, and the RSA; or (c) violate any applicable law, rule, regulation, or order of any governmental authority or regulatory body (whether in the Hellenic Republic, the United States, Switzerland, or any other applicable jurisdiction) applicable to TSL or any Vessel-Owning SPV.
Section 5.4 — Title to Designated Vessels
TSL, through its respective Vessel-Owning SPVs, holds good and marketable title to each Designated Vessel, free and clear of all liens, claims, charges, encumbrances, and interests of any kind, other than (a) the first-priority ship mortgages and security interests granted in favor of the Agent under the Credit Agreement and the related collateral documents, and (b) the second-priority liens to be granted in connection with the mezzanine exchange and the issuance of the new Sixty Million Dollar ($60,000,000) second-lien notes to Dralvecen. TSL is not aware of any maritime liens (including, without limitation, crew wage liens, necessaries liens, salvage liens, or collision liens), other than those arising in the ordinary course of business and not yet due and payable, against any Designated Vessel. No Designated Vessel is the subject of any pending or, to TSL's knowledge, threatened legal proceeding, maritime attachment, arrest, or seizure.
Section 5.5 — Vessel Condition
Each Designated Vessel is operational and in class with a classification society that is a member of the International Association of Classification Societies ("IACS"), with no outstanding conditions of class, recommendations, or memoranda that would materially impair the marketability, seaworthiness, or value of such Designated Vessel. TSL is not aware of any material defect, structural weakness, damage, or condition affecting any Designated Vessel that would materially impair the marketability or fair market value of such Designated Vessel or that has not been disclosed to the Agent in writing. Each Designated Vessel holds all certificates, licenses, and permits required by applicable law for its operation in its current trade.
Section 5.6 — Compliance with Sanctions and Anti-Corruption Laws
No Designated Vessel has, during the three-year period prior to the date hereof, traded in violation of applicable sanctions laws, including sanctions imposed by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Nations Security Council, or the Swiss State Secretariat for Economic Affairs ("SECO"). No Designated Vessel has called at any port located in a country that is the subject of comprehensive U.S. sanctions (including Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine) during such period. TSL and each Vessel-Owning SPV are in compliance in all material respects with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act 2010, and applicable anti-corruption provisions of Greek law, as well as all applicable anti-money laundering laws and regulations.
ARTICLE VI — COVENANTS OF TSL
TSL hereby covenants and agrees with the Agent as follows:
Section 6.1 — Maintenance of Vessels Pending Sale
TSL shall, and shall cause each applicable Vessel-Owning SPV to, maintain each Designated Vessel in good operating condition and repair, consistent with prudent industry practices and the requirements of the applicable classification society, from the date hereof through the completion of the sale and delivery of such Designated Vessel to the purchaser. Without limiting the generality of the foregoing, TSL shall (a) keep each Designated Vessel in class with an IACS member society, free of outstanding conditions of class, recommendations, and memoranda (other than those of a routine nature that do not materially impair the vessel's marketability); (b) maintain hull and machinery insurance, protection and indemnity insurance, and war risk insurance for each Designated Vessel through coverage arranged by Seaward & Beckett Insurance Brokers Ltd. (or replacement coverage from a reputable international insurance broker reasonably acceptable to the Agent), with coverage amounts and terms consistent with the requirements of the Credit Agreement; and (c) comply with all applicable environmental, safety, and regulatory requirements, including the requirements of the International Safety Management Code and the International Ship and Port Facility Security Code.
Section 6.2 — Information Covenants
TSL shall provide the Agent with the following information in connection with the disposition of the Designated Vessels:
(a) quarterly marketing update reports, in the form and with the content described in Section 2.3(b);
(b) copies of all third-party appraisals, broker opinions of value, or other valuation analyses obtained by or on behalf of TSL in connection with the disposition process, promptly upon receipt thereof;
(c) copies of all offers, counteroffers, and indications of interest received in connection with the marketing and sale of each Designated Vessel, promptly upon receipt thereof;
(d) prompt written notice of the execution of any MOA or other binding agreement for the sale of any Designated Vessel, together with a true and complete copy of such agreement; and
(e) closing documentation for each completed sale, including the bill of sale, protocol of delivery and acceptance, evidence of deletion from the vessel's registry of origin, and confirmation of the deposit of Net Proceeds into the Proceeds Account.
Section 6.3 — No Encumbrances
TSL shall not, and shall cause each applicable Vessel-Owning SPV not to, create, incur, assume, or permit to exist any additional lien, mortgage, charge, pledge, encumbrance, or security interest of any kind on or with respect to any Designated Vessel (other than customary maritime liens arising in the ordinary course of business and not yet due and payable), pending the completion of the sale of such Designated Vessel. TSL shall promptly discharge or cause to be discharged any lien or encumbrance that is asserted against any Designated Vessel in violation of this Section 6.3.
Section 6.4 — Tax Compliance
TSL shall be solely responsible for, and shall timely pay or cause to be paid, all taxes, duties, assessments, and governmental charges of whatever nature arising from or in connection with the sale of each Designated Vessel, including, without limitation, any capital gains tax, value added tax, withholding tax, stamp duty, or transfer tax imposed by the Hellenic Republic, any flag state, or any other relevant jurisdiction. TSL shall provide evidence of compliance with this Section 6.4 to the Agent upon the Agent's reasonable request.
Section 6.5 — Cooperation
TSL shall cooperate fully and in good faith with the Agent and the Lender Syndicate in connection with the disposition of the Designated Vessels and the lien release mechanics described in Article IV, including by executing and delivering such additional documents, instruments, and agreements as the Agent may reasonably request in order to effectuate the release of liens, the transfer of title, and the deletion of the Designated Vessels from their respective vessel registries. TSL shall use commercially reasonable efforts to cause each applicable Vessel-Owning SPV to execute and deliver such documents and instruments as may be necessary or desirable in connection with the foregoing.
ARTICLE VII — EVENTS OF DEFAULT AND REMEDIES
Section 7.1 — Events of Default
Each of the following shall constitute an "Event of Default" under this Side Letter:
(a) Failure to Complete Midpoint Sales. TSL fails to consummate the sale of at least three (3) of the six (6) Designated Vessels within six (6) months of the Closing Date (i.e., by December 31, 2023), unless such failure is waived in writing by the Agent (acting at the direction of the Required Lenders);
(b) Failure to Complete All Sales. TSL fails to consummate the sale of all six (6) Designated Vessels by the Disposition Deadline (i.e., by June 30, 2024), unless such failure is waived in writing by the Agent (acting at the direction of the Required Lenders);
(c) Breach of Representations, Warranties, or Covenants. Any representation, warranty, or certification made by TSL in this Side Letter proves to have been untrue or incorrect in any material respect when made, or TSL breaches any material covenant or obligation set forth in this Side Letter, and such breach (if capable of cure) remains uncured for a period of fifteen (15) business days after TSL's receipt of written notice thereof from the Agent; and
(d) Cross-Default. The occurrence of an Event of Default under the Credit Agreement (as amended by the Amendment), subject to any applicable cure or grace periods set forth therein.
Section 7.2 — Remedies
Upon the occurrence and during the continuance of an Event of Default under this Side Letter, the Agent (acting at the direction of the Required Lenders) may exercise any or all of the following remedies:
(a) Replacement Shipbroker. Require TSL to terminate the engagement of the existing Shipbroker and engage a replacement shipbroker selected by the Agent, at TSL's sole cost and expense, to manage the marketing and sale of any unsold Designated Vessels;
(b) Mandatory Acceptance of Offers. Require TSL to accept the highest bona fide offer then outstanding for any unsold Designated Vessel, regardless of whether such offer is below the applicable Minimum Price Floor;
(c) Credit Agreement Remedies. Exercise any rights and remedies available under the Credit Agreement (as amended), including, without limitation, the right to accelerate the maturity of all outstanding obligations thereunder and to enforce its security interests in the collateral pledged to secure such obligations; and
(d) Other Remedies. Exercise any other rights and remedies available at law, in equity, or under any other agreement or instrument to which TSL is a party, including the right to seek specific performance of TSL's obligations hereunder.
All rights and remedies of the Agent under this Side Letter are cumulative and not exclusive of any other rights or remedies available to the Agent under the Credit Agreement, the RSA, or applicable law. No delay or failure by the Agent in exercising any right or remedy shall operate as a waiver thereof. No single or partial exercise of any right or remedy shall preclude any further or other exercise of such right or remedy or the exercise of any other right or remedy.
ARTICLE VIII — MISCELLANEOUS PROVISIONS
Section 8.1 — Relationship to RSA and Credit Agreement
This Side Letter is entered into pursuant to and in furtherance of the RSA and the restructuring transactions contemplated thereby. This Side Letter is intended to supplement, and not to supersede or amend, the provisions of the Credit Agreement (as amended by the Amendment) and the RSA. In the event of any conflict or inconsistency between the provisions of this Side Letter and the provisions of the Credit Agreement (as amended), the Credit Agreement shall control; provided, however, that the specific vessel disposition undertakings, milestones, and related obligations set forth in this Side Letter shall constitute supplementary obligations of TSL and shall not be deemed to be limited or superseded by any provision of the Credit Agreement. This Side Letter shall become effective upon the Closing Date (June 30, 2023) and shall terminate upon the earliest to occur of (i) the completion of the sale of all six Designated Vessels and the application of all Net Proceeds to the mandatory prepayment of the TLA in accordance with the terms hereof, (ii) the termination of the Credit Agreement in accordance with its terms, and (iii) such earlier date as the Parties may agree in writing.
Section 8.2 — Notices
All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by certified or registered mail, return receipt requested, postage prepaid, (c) sent by reputable overnight courier service, or (d) transmitted by electronic mail (with confirmation of receipt), in each case addressed as follows:
If to TSL:
Thalassa Shipping & Logistics Société Anonyme 42 Akti Miaouli Piraeus 18538, Greece
Attention: Georgios Andreadis, Chief Executive Officer
and Irini Dalakoura, Chief Financial Officer
Email: g.andreadis@thalassashipping.gr; i.dalakoura@thalassashipping.gr
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP 780 Third Avenue New York, NY 10017
Attention: Nathaniel Bower
Email: nbower@calderwoodharkness.com
If to the Agent:
Nordbank International AG Bahnhofstrasse 78 8001 Zürich, Switzerland
Attention: Henrik Lüdemann, Managing Director, Shipping & Offshore Finance
Email: h.ludemann@nordbankinternational.ch
with a copy (which shall not constitute notice) to:
Whitfield, Crane & Burgess LLP 51 West 52nd Street, 38th Floor New York, NY 10019
Attention: Graham Whitfield III
Email: gwhitfield@whitfieldcrane.com
Either Party may change its notice information by giving written notice thereof to the other Party in accordance with this Section 8.2.
Section 8.3 — Governing Law and Jurisdiction
(a) Governing Law. This Side Letter shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(b) Jurisdiction. Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the courts of the State of New York sitting in the Borough of Manhattan, New York County, and (ii) the United States District Court for the Southern District of New York, for the purpose of any suit, action, or proceeding arising out of or relating to this Side Letter. Each Party hereby irrevocably waives any objection to venue in any such court and any claim that any such court is an inconvenient forum.
(c) Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SIDE LETTER OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8.4 — Amendments and Waivers
No amendment, modification, supplement, or waiver of any provision of this Side Letter shall be effective unless set forth in a written instrument duly executed by TSL and the Agent (acting at the direction of the Required Lenders). No waiver of any provision of this Side Letter shall constitute a continuing waiver of such provision or a waiver of any other provision, and no failure or delay in exercising any right under this Side Letter shall operate as a waiver thereof.
Section 8.5 — Successors and Assigns
This Side Letter shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. TSL may not assign or transfer its rights or obligations under this Side Letter without the prior written consent of the Agent (acting at the direction of the Required Lenders). The Agent may assign its rights and obligations hereunder in connection with any assignment of its agency role under the Credit Agreement, without the prior consent of TSL.
Section 8.6 — Counterparts; Electronic Execution
This Side Letter may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Execution and delivery of this Side Letter may be evidenced by electronic signature (including signatures delivered in portable document format (PDF) via electronic mail or other electronic transmission), and any such electronic signature shall have the same legal effect, validity, and enforceability as a manually executed signature.
Section 8.7 — Severability
If any provision of this Side Letter is held to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Side Letter or invalidate or render unenforceable such provision in any other jurisdiction. The remaining provisions of this Side Letter shall remain in full force and effect, and the Parties shall negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid and enforceable provision that reflects the original intent of the Parties to the greatest extent practicable.
Section 8.8 — Entire Agreement
This Side Letter, together with the RSA, the Credit Agreement (as amended by the Amendment), the Forbearance Agreement, the Amended and Restated Intercreditor Agreement, and the other transaction documents referenced herein, constitutes the entire agreement between the Parties with respect to the vessel disposition undertaking contemplated herein and supersedes all prior negotiations, representations, agreements, and understandings, whether oral or written, relating to such subject matter.
IN WITNESS WHEREOF, the Parties have caused this Side Letter to be executed as of the date first above written.
THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME
By: ________
Name: Georgios Andreadis
Title: Chief Executive Officer
Date: March 14, 2023
NORDBANK INTERNATIONAL AG, as Administrative Agent and Collateral Agent
By: ________
Name: Henrik Lüdemann
Title: Managing Director, Shipping & Offshore Finance
Date: March 14, 2023
Acknowledged and Agreed:
THALASSA AMERICAS INC., as Co-Borrower for the U.S. Tranche
By: ________
Name: Marcus Hale
Title: President
Date: March 14, 2023
SCHEDULE A
DESIGNATED VESSELS
The following table sets forth the Designated Vessels, together with the applicable specifications, appraised values, and Minimum Price Floors:
Notes to Schedule A
1.  Appraised Values. The appraised values set forth above are derived from the independent fleet appraisal prepared by Drakos Maritime Valuations Ltd. (28 Poseidonos Avenue, Piraeus 18531, Greece; Captain Nikos Drakos, Managing Director), dated November 1, 2022, and represent charter-free market values as of such date. Actual sale prices may differ from these appraised values based on prevailing market conditions, the condition of each vessel at the time of sale, and other relevant factors.
2.  Minimum Price Floors. The Minimum Price Floors are set at approximately 85% to 90% of the respective Drakos Appraised Values and are subject to adjustment by mutual written agreement of TSL and the Agent pursuant to Section 2.4 of the Side Letter, including in the event that an updated appraisal by Drakos Maritime Valuations Ltd. (or another appraiser reasonably acceptable to both Parties) indicates a material change in value.
3.  Vessel-Owning SPVs. Each Vessel-Owning SPV listed above is a wholly-owned direct subsidiary of TSL, organized under the laws of the Republic of the marshall Islands, the Republic of Liberia, or the Republic of Panama, as applicable. The equity interests (comprising 100% of the issued and outstanding shares) of each such Vessel-Owning SPV are pledged as collateral under the Credit Agreement and the related pledge agreements in favor of the Agent, on behalf of the Lender Syndicate.
4.  Fleet Context. The Designated Vessels represent six of the 28 Panamax and Supramax dry-bulk carriers in TSL's fleet (three Panamax and three Supramax units) and constitute the oldest units within their respective vessel classes. The disposition of the Designated Vessels is intended to improve TSL's overall fleet age profile while generating deleveraging proceeds.
[End of Schedule A]
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Vessel Name | IMO Number | Vessel Class | Year of Build | Approx. Age (as of 3/14/2023) | DWT | Flag State | Vessel-Owning SPV | Drakos Appraised Value (Nov. 1, 2022) | Minimum Price Floor
M/V Thalassa Orion | 9287614 | Panamax Dry-Bulk | 2004 | 19 years | 74,200 | Republic of the marshall Islands | Orion Bulk Carriers Inc. | $14,500,000 | $12,325,000
M/V Thalassa Polaris | 9291837 | Panamax Dry-Bulk | 2005 | 18 years | 75,600 | Republic of Liberia | Polaris Maritime Ltd. | $13,800,000 | $12,420,000
M/V Thalassa Pegasus | 9305422 | Panamax Dry-Bulk | 2005 | 18 years | 73,900 | Republic of the marshall Islands | Pegasus Shipping Co. | $13,200,000 | $11,220,000
M/V Thalassa Lyra | 9312768 | Supramax Dry-Bulk | 2006 | 17 years | 56,800 | Republic of Panama | Lyra Bulkship Inc. | $10,800,000 | $9,720,000
M/V Thalassa Vega | 9279153 | Supramax Dry-Bulk | 2004 | 19 years | 55,200 | Republic of Liberia | Vega Carriers S.A. | $10,200,000 | $8,670,000
M/V Thalassa Rigel | 9318491 | Supramax Dry-Bulk | 2006 | 17 years | 57,400 | Republic of the marshall Islands | Rigel Shipping Co. | $9,500,000 | $8,075,000
TOTALS | Avg. ~18 years | $72,000,000 | $62,430,000

SIDE LETTER AGREEMENT — VESSEL DISPOSITION UNDERTAKING

RECITALS

WHEREAS:

THALASSA SHIPPING & LOGISTICS SOCIÉTÉ ANONYME

SCHEDULE A

DESIGNATED VESSELS

Record

Parties

Dates

Amounts