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SOLVENCY CERTIFICATE

Delivered pursuant to Section 4.01(h) of Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023 (the "Amendment"), among Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), Thalassa Americas Inc., a Delaware corporation ("TAI" or the "Company"), Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto

and delivered in connection with the Restructuring Support Agreement dated March 14, 2023 (the "RSA"), among TSL, TAI, Nordbank International AG, the Consenting Senior Secured Lenders, Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme

Date: June 30, 2023

I. INTRODUCTORY STATEMENT

The undersigned, Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "TAI"), hereby delivers this Solvency Certificate (this "Certificate") in her capacity as Vice President of Finance of TAI.

This Certificate is being delivered pursuant to Section 4.01(h) of the Amendment and Section 5.2(d) of the RSA as a condition precedent to the effectiveness of the RSA closing and the consummation of the transactions contemplated thereby (collectively, the "Transactions"). The delivery of this Certificate on the date hereof is required in order to satisfy, in part, the conditions to the closing and effectiveness of the Amendment and the other Transaction Documents (as defined below).

The undersigned is familiar with the business, assets, liabilities (including contingent and unliquidated liabilities), financial condition, and operations of the Company and has been involved in the negotiation, documentation, and implementation of the Transactions. In connection with the preparation and delivery of this Certificate, the undersigned has reviewed and is familiar with the terms of the following documents and instruments (collectively, the "Transaction Documents"):

(a) Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023, among TSL, TAI, Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto;

(b) the Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, Nordbank International AG, the Consenting Senior Secured Lenders, Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme;

(c) the New Second-Lien Note Purchase Agreement, dated as of May 18, 2023, among TSL, TAI, and Dralvecen Mezzanine Capital LLC;

(d) the Equity Subscription Agreement, dated as of May 22, 2023, between TSL and KFO Holdings SA, pursuant to which KFO Holdings SA has agreed to contribute €35 million (approximately $38.2 million at a conversion rate of €1 = $1.0914) in new equity capital to TSL;

(e) the Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023, between TAI (as borrower) and TSL (as lender), reducing the interest rate on the $76.4 million subordinated intercompany note from 5.0% per annum to 2.0% per annum and extending the maturity thereof from June 15, 2024 to December 31, 2028; and

(f) the Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, among Nordbank International AG (as First-Lien Agent), Dralvecen Mezzanine Capital LLC (as Second-Lien Representative), TSL, and TAI.

In addition, the undersigned has reviewed the financial projections, 13-week cash flow models, and other financial analyses prepared by Kensington Veltrian Partners LLC (the Company's financial advisor retained in connection with the Transactions) as well as the Company's internal financial records, budgets, and business plans. The undersigned has also consulted with the Company's senior management team, including Marcus Hale, President, and Jonathan Kurtz, Vice President of Operations, regarding the Company's business operations, commercial outlook, and expected financial performance.

II. DESCRIPTION OF THE TRANSACTIONS

For purposes of this Certificate, the undersigned has given pro forma effect to the consummation of the following Transactions, in each case as described more fully in the Transaction Documents:

A. Amendment No. 1 to the Senior Secured Credit Agreement. Pursuant to the Amendment, the material terms of the Senior Secured Credit Agreement have been modified as follows:

(i) Maturity Extension. The maturity date of the Senior Secured Credit Facilities has been extended from June 15, 2024 to June 15, 2027, representing a three-year extension of the final maturity date applicable to all outstanding Term Loans and the Revolving Credit Facility.

(ii) PIK Conversion of Term Loan A Principal. $75 million of outstanding Term Loan A principal has been converted from cash-pay to payment-in-kind ("PIK"), thereby reducing the near-term cash interest burden of the borrowers. The PIK interest on such converted amount shall accrue at the applicable rate set forth in the Amendment and shall be added to the outstanding principal balance on each interest payment date.

(iii) Revolving Credit Facility Commitment Reduction. The aggregate Revolving Credit Facility commitment has been reduced from $200 million to $150 million, reflecting the Lenders' assessment of the borrowers' revolving credit needs in the context of the restructuring.

(iv) Financial Covenant Resets. The financial maintenance covenants have been reset as follows: (a) the Maximum Net Leverage Ratio has been set at 7.00x for the fiscal quarter ending June 30, 2023, stepping down to 6.50x by the fiscal quarter ending June 30, 2024, to 6.00x by the fiscal quarter ending June 30, 2025, and to 5.50x by the fiscal quarter ending December 31, 2025, and each fiscal quarter thereafter; (b) the Minimum Liquidity covenant has been reduced from $50 million to $30 million, tested on a weekly basis; and (c) the Interest Coverage Ratio covenant has been waived through the fiscal quarter ending December 31, 2023, and shall be reinstated at 1.50x for the fiscal quarter ending March 31, 2024, stepping up to 2.00x by the fiscal quarter ending December 31, 2024.

(v) Amendment Fee. An amendment fee of $5.4 million, equal to 1.00% of the $540 million of aggregate outstanding senior secured debt, has been paid in kind by capitalizing such amount into the outstanding principal balance of the Term Loans.

(vi) Retroactive Waiver of Default Interest. Default interest that would otherwise have accrued during the period from December 1, 2022 through the closing date of the Amendment has been retroactively waived by the requisite Lenders.

B. Mezzanine Exchange. Pursuant to the New Second-Lien Note Purchase Agreement and the related exchange documentation, $112.3 million of mezzanine notes held by Dralvecen Mezzanine Capital LLC have been exchanged for (a) $60 million of new second-lien notes issued by TSL (bearing interest at a rate of 10.0% per annum, payable in kind, with a final maturity date of June 30, 2028) and (b) equity interests in TSL representing 15% of the issued and outstanding share capital of TSL on a fully diluted basis immediately following the closing.

C. KFO Holdings SA Equity Contribution. Pursuant to the Equity Subscription Agreement dated May 22, 2023, KFO Holdings SA has contributed €35 million (approximately $38.2 million at a conversion rate of €1 = $1.0914) in new equity capital to TSL, the proceeds of which are being used to fund transaction costs, bolster the liquidity of the consolidated group, and support the working capital needs of TSL and its subsidiaries, including TAI.

D. Amended and Restated Intercompany Promissory Note. The existing $76.4 million subordinated intercompany promissory note from TAI to TSL has been amended and restated to (a) extend the maturity date thereof from June 15, 2024 to December 31, 2028 and (b) reduce the interest rate thereon from 5.0% per annum to 2.0% per annum. The intercompany note remains subordinated and junior in right of payment to all senior secured and second-lien indebtedness of the Company.

E. Payment of Missed Unsecured Note Coupon. At closing, the Company has paid in full the missed December 1, 2022 interest coupon of $2,062,500 due to Garrison Trust Company, as indenture trustee for the holders of the $50 million 8.25% Senior Unsecured Notes due 2025, thereby curing the payment default that arose under the Unsecured Notes Indenture and the cross-default that was triggered under the Senior Secured Credit Agreement.

F. Side Letter Agreement — Vessel Disposition Undertaking. Pursuant to the Side Letter Agreement dated March 14, 2023, TSL and TAI have undertaken to dispose of six (6) older dry-bulk carriers from the existing fleet for estimated aggregate gross proceeds of approximately $72 million. The net proceeds from such vessel sales, after deduction of customary disposition costs, brokerage commissions, and applicable taxes, shall be applied to prepay outstanding Term Loan A principal in accordance with the mandatory prepayment provisions of the amended Senior Secured Credit Agreement.

G. Transaction Costs and Professional Fees. In connection with the Transactions, certain transaction costs and professional fees have been paid or will be paid, including fees and expenses of Kensington Veltrian Partners LLC (financial advisor to the Company), Calderwood & Harkness LLP (legal counsel to the Company), and the agents and advisors to the Lender group.

III. DEFINITIONS

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

"Adequate Capital" means that the Company does not have unreasonably small capital with which to conduct the business in which it is engaged as a going concern, after giving due effect to the Transactions and all obligations incurred or to be incurred in connection therewith, taking into account the particular capital requirements of the Company's business, the anticipated capital needs of the Company during the reasonably foreseeable future, and the Company's projected revenues and expenses.

"Balance Sheet Solvency" means that the fair value of the Company's assets, at a fair valuation, exceeds the total amount of its liabilities, including subordinated, contingent, and unliquidated liabilities, in each case determined after giving pro forma effect to the Transactions.

"Cash Flow Solvency" means that the Company is able to pay its debts and other liabilities, including contingent obligations and other commitments, as they mature or become due in the ordinary course of business, taking into account the timing and amounts of cash expected to be received from the Company's business operations and other sources of funds, including credit facilities, reasonably available to the Company.

"fair value" means the amount at which the aggregate assets of the Company would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. For the avoidance of doubt, fair value is not determined on a forced liquidation or distressed sale basis but rather on a going-concern basis reflecting the productive capacity and earning potential of the assets.

"liabilities" means the recorded liabilities of the Company as of the date hereof, computed in accordance with generally accepted accounting principles as applied in the United States ("GAAP") and applicable law. For purposes of this Certificate, contingent liabilities shall be computed at the amount that, in light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability, taking into account the likelihood of the contingency occurring and the probable magnitude of the resulting obligation, discounted to present value where appropriate.

IV. CERTIFICATIONS

Based on the foregoing and upon such other analyses, inquiries, and investigations as the undersigned has deemed appropriate and necessary in connection herewith, the undersigned hereby certifies as follows:

(i) Balance Sheet Solvency — Fair Value of Assets Exceeds Liabilities

The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all obligations incurred or to be incurred in connection therewith, the fair value of the assets of TAI, at a fair valuation, exceeds the total amount of its liabilities, including subordinated, contingent, and unliquidated liabilities. Accordingly, the Company satisfies the test of Balance Sheet Solvency as of the date hereof.

In reaching this conclusion, the undersigned has considered, among other things, the following:

(a) Principal Asset Base. TAI's principal operations include the Houston terminal operations headquartered at 1400 McKinney Street, Suite 2200, Houston, TX 77010, encompassing the management and commercial operation of vessels in the TSL fleet that serve trade routes touching U.S. ports; Jones Act–exempt foreign-flag vessel scheduling and management services provided by TAI to TSL and its other subsidiaries; and the domestic freight brokerage business, which generates commission and fee-based revenues from the arrangement of inland freight transportation, warehousing, and last-mile logistics services for customers in the United States. These operations, together with TAI's interests in certain intercompany receivables, contract rights, and tangible and intangible property, constitute a meaningful and going-concern asset base.

(b) Subordinated Intercompany Note. The intercompany note in the amount of $76.4 million owed by TAI to TSL is subordinated in right of payment to all senior secured and second-lien indebtedness of the Company. Pursuant to the Amended and Restated Intercompany Promissory Note dated May 25, 2023, the maturity of this note has been extended to December 31, 2028, and the interest rate thereon has been reduced from 5.0% per annum to 2.0% per annum. Accordingly, the intercompany note does not impose a near-term cash payment obligation on the Company and is deeply subordinated in the capital structure, thereby supporting the Company's balance sheet solvency.

(c) U.S. Tranche (Term Loan B). The principal direct external debt obligation of TAI as co-borrower under the Senior Secured Credit Agreement is the U.S. Tranche (Term Loan B) in the aggregate principal amount of $85 million. This term loan is a non-amortizing bullet maturity obligation, which, following the effectiveness of the Amendment, is now due and payable on June 15, 2027. The deferral of principal repayment to June 2027, together with the absence of scheduled interim amortization, provides substantial certainty regarding TAI's balance sheet position over the near and medium term.

(d) Impact of the Transactions. After giving pro forma effect to the Transactions, including in particular the conversion of $75 million of Term Loan A principal to PIK (which reduces the near-term cash liability associated with debt service), the maturity extension to June 2027, the KFO equity contribution of approximately $38.2 million, the reduction of the intercompany note interest rate, and the planned vessel dispositions (which will generate net proceeds for the group), the aggregate fair value of the Company's assets exceeds the total amount of its liabilities on a pro forma basis.

(ii) Cash Flow Solvency — Ability to Pay Debts as They Become Due

The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all obligations incurred or to be incurred in connection therewith, TAI is able to pay its debts and other liabilities, contingent obligations, and other commitments as they mature or become due in the ordinary course of business. Accordingly, the Company satisfies the test of Cash Flow Solvency as of the date hereof.

In reaching this conclusion, the undersigned has considered, among other things, the following:

(a) Improved Debt Service Profile. The Amendment has materially improved the Company's near-term and medium-term debt service profile. The maturity of the Senior Secured Credit Facilities has been extended by three years, from June 15, 2024 to June 15, 2027, thereby eliminating the risk of a near-term maturity default. The conversion of $75 million of Term Loan A principal to PIK reduces the aggregate cash interest burden on the borrowers, freeing cash flow for operational needs and other debt service obligations. The Interest Coverage Ratio covenant has been waived through the fiscal quarter ending December 31, 2023, affording the Company additional flexibility during the transition period. The Minimum Liquidity covenant has been reduced to $30 million, which the Company expects to maintain comfortably based on its projected cash flows and available revolver capacity.

(b) Revolving Credit Facility Availability. Although the aggregate Revolving Credit Facility commitment has been reduced from $200 million to $150 million, the remaining commitment provides meaningful ongoing liquidity to the Company and the consolidated group. As of the date hereof, approximately $83 million of the Revolving Credit Facility is undrawn and available for borrowing, subject to compliance with the applicable borrowing base and financial covenants.

(c) Cure of Unsecured Note Payment Default. At closing, the missed December 1, 2022 interest coupon of $2,062,500 on the $50 million 8.25% Senior Unsecured Notes due 2025 has been paid in full to Garrison Trust Company (as indenture trustee), thereby curing the payment default that had arisen under the Unsecured Notes Indenture and terminating the cross-default provisions that had been triggered under the Senior Secured Credit Agreement. The elimination of this payment default removes a material impediment to the Company's ongoing ability to access the credit markets and conduct its business operations without the overhang of an outstanding event of default.

(d) Trade Creditors Paid in Ordinary Course. Trade accounts payable of the Company, which as of the most recent month-end totaled approximately $38.7 million, are being paid in full in the ordinary course of business and are not being impaired, compromised, or restructured as part of the Transactions. The Company expects to continue to pay its trade obligations as they become due and payable in the ordinary course.

(e) KFO Equity Contribution and Liquidity Support. The contribution of €35 million (approximately $38.2 million) in new equity capital by KFO Holdings SA to TSL provides incremental liquidity to the consolidated group and is being used, in part, to fund transaction costs, to cure the missed unsecured note coupon, and to bolster the working capital position of TSL and its subsidiaries, including TAI. The equity contribution enhances the Company's cash resources and provides additional cushion to absorb potential near-term operating variances.

(iii) Adequate Capital — Not Unreasonably Small Capital

The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all obligations incurred or to be incurred in connection therewith, TAI does not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted following the closing date of the Transactions. Accordingly, the Company satisfies the test of Adequate Capital as of the date hereof.

In reaching this conclusion, the undersigned has considered, among other things, the following:

(a) Revenue Base and Operating History. TAI has a substantial revenue base, having generated total revenues of approximately $312 million for the fiscal year ended December 31, 2021, and estimated total revenues of approximately $198 million for the fiscal year ended December 31, 2022. The decline in revenues from FY2021 to FY2022 was driven principally by a normalization of dry-bulk charter rates from the historically elevated levels experienced in 2021, as well as reduced container shipping volumes attributable to the post-pandemic unwinding of supply chain congestion. The Company and its financial advisor, Kensington Veltrian Partners LLC, expect that charter rates and freight brokerage volumes will improve over the medium term as global trade patterns stabilize and incremental demand for dry-bulk commodities supports vessel utilization.

(b) Revolving Credit Facility Access. Following the effectiveness of the Amendment, the Company continues to have access to the Revolving Credit Facility, which, notwithstanding the reduction in aggregate commitments from $200 million to $150 million, provides meaningful ongoing liquidity to fund working capital needs, capital expenditures, and other operational requirements. The availability of revolving credit, together with the Company's projected operating cash flows, provides adequate capital to sustain the Company's operations on a going-concern basis.

(c) Planned Asset Sales. The Side Letter Agreement contemplates the disposition of six (6) older dry-bulk carriers from the TSL fleet for estimated aggregate gross proceeds of approximately $72 million. The net proceeds from these vessel sales, after customary transaction costs, will be applied to prepay Term Loan A principal in accordance with the mandatory prepayment provisions of the amended Senior Secured Credit Agreement. These asset sales are expected to reduce the group's leverage, lower ongoing vessel operating expenses associated with the older vessels, and generate incremental liquidity. The disposition program is expected to be completed within twelve (12) months of the closing date.

(d) Operational Capabilities and Workforce. TAI employs approximately 680 individuals in the United States, including commercial, operational, financial, and administrative personnel. The Company's operational capabilities, including its vessel management expertise, freight brokerage network, customer relationships, and proprietary scheduling and logistics systems, provide a durable foundation for the generation of revenues and cash flows sufficient to support the Company's capital structure on a going-concern basis.

(e) Covenant Flexibility. The reset financial maintenance covenants, including the phased step-down in the Maximum Net Leverage Ratio from 7.00x to 5.50x over the period through Q4 2025, the reduced Minimum Liquidity threshold of $30 million, and the temporary waiver of the Interest Coverage Ratio through Q4 2023, provide the Company with meaningful headroom to absorb potential near-term operating underperformance without triggering a financial covenant default. This covenant flexibility further supports the conclusion that the Company has adequate capital to conduct its business.

V. QUALIFICATIONS AND ASSUMPTIONS

In reaching the conclusions set forth in Section IV of this Certificate, the undersigned has relied upon, among other things, the following:

(i) the audited consolidated financial statements of TAI and TSL for the fiscal years ended December 31, 2021 and December 31, 2022, as audited by Grainger, Holt & Associates LLP, and the unaudited interim financial statements of TAI and TSL for the quarter ended March 31, 2023, together with such other financial records, books, and accounts of TAI and TSL as the undersigned has deemed relevant;

(ii) the fleet appraisal prepared by Drakos Maritime Valuations Ltd., an independent maritime valuation firm, dated November 1, 2022, which valued the TSL fleet (comprising 50 vessels: 38 dry-bulk carriers and 12 container vessels) at an aggregate fair market value of approximately $623 million on a charter-free basis;

(iii) the enterprise valuation analysis prepared by Kensington Veltrian Partners LLC, which estimated the total enterprise value of the TSL consolidated group (including TAI) at a range of $580 million to $640 million, with a midpoint of approximately $610 million, based on a combination of discounted cash flow, comparable company, and comparable transaction methodologies;

(iv) the 13-week cash flow projections and longer-term business plan forecasts prepared by the management of TAI and reviewed by Kensington Veltrian Partners LLC, which project the Company's cash receipts, cash disbursements, and liquidity position on a week-by-week basis for the 13-week period commencing July 1, 2023, and on a monthly and quarterly basis for the period through December 31, 2025; and

(v) discussions with the management team of TAI, including Marcus Hale, President, and Jonathan Kurtz, Vice President of Operations, regarding the Company's commercial pipeline, vessel deployment strategy, expected charter rates, freight brokerage volumes, operating cost structure, capital expenditure requirements, and general business outlook.

The undersigned notes the following qualifications and limitations with respect to this Certificate:

(a) This Certificate is based on the facts and circumstances as they exist and can reasonably be evaluated as of the date hereof. This Certificate does not purport to address future business decisions, changes in market conditions (including, without limitation, fluctuations in dry-bulk charter rates, the Baltic Dry Index, container shipping rates, fuel costs, foreign exchange rates, or interest rates), regulatory developments, geopolitical events, or other developments that are beyond the control of the Company. The projections and forecasts relied upon by the undersigned are inherently uncertain and are based on assumptions that may not prove to be accurate.

(b) The undersigned is not expressing any opinion as to matters of law, including, without limitation, the legal enforceability of any of the Transaction Documents, the validity or perfection of any liens or security interests, or the legal conclusions that may be drawn from the factual matters described herein. Such matters are the province of the Company's legal counsel, Calderwood & Harkness LLP, and the undersigned defers to such counsel on all legal questions.

(c) The views expressed in this Certificate are based on the relevant analyses, inquiries, and investigations deemed appropriate by the undersigned in her capacity as Vice President of Finance of TAI. The undersigned is not a certified public accountant, a certified business appraiser, or a holder of any other professional certification or license requiring a standard of care different from that applicable to a corporate finance officer exercising reasonable diligence and professional judgment.

(d) This Certificate is delivered solely for the purposes set forth in the Amendment and the RSA and may not be relied upon by any person other than the Administrative Agent, the Collateral Agent, and the Lenders for any purpose other than determining whether the condition precedent set forth in Section 4.01(h) of the Amendment and Section 5.2(d) of the RSA has been satisfied.

VI. GOVERNING LAW

This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law) that would require the application of the laws of any other jurisdiction.

VII. EXECUTION

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

THALASSA AMERICAS INC.

By: ________

Name: Diana Restrepo

Title: Vice President of Finance

Date: June 30, 2023

Principal Office: 1400 McKinney Street, Suite 2200 Houston, TX 77010

Jurisdiction of Organization: Delaware Employer Identification Number: 84-3291057

ANNEX A

SUMMARY OF RSA TRANSACTIONS GIVEN EFFECT

The following is a summary of the Transaction Documents executed or delivered in connection with the Restructuring Support Agreement dated March 14, 2023, each of which has been given pro forma effect for purposes of the Solvency Certificate delivered by Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., dated June 30, 2023:

This Annex A is provided for reference and convenience only and is qualified in its entirety by reference to the actual Transaction Documents listed above. In the event of any conflict between this summary and the terms of any Transaction Document, the terms of the applicable Transaction Document shall control.

No.	Transaction Document	Date
1	Amendment No. 1 to Senior Secured Credit Agreement, among TSL, TAI, Nordbank International AG (as Administrative Agent and Collateral Agent), and the Lenders party thereto	May 15, 2023
2	Amended and Restated Intercreditor Agreement, among Nordbank International AG (as First-Lien Agent), Dralvecen Mezzanine Capital LLC (as Second-Lien Representative), TSL, and TAI	May 15, 2023
3	New Second-Lien Note Purchase Agreement, among TSL, TAI, and Dralvecen Mezzanine Capital LLC	May 18, 2023
4	New Second-Lien Notes Indenture, among TSL (as Issuer), TAI (as Co-Obligor), and Dralvecen Mezzanine Capital LLC (as Purchaser and initial Holder)	May 18, 2023
5	Equity Subscription Agreement, between TSL and KFO Holdings SA (€35 million equity contribution)	May 22, 2023
6	Amended and Restated Intercompany Promissory Note, between TAI (as Borrower) and TSL (as Lender) ($76.4 million; interest rate reduced from 5.0% to 2.0%; maturity extended to December 2028)	May 25, 2023
7	Consent and Waiver Letter, from Garrison Trust Company (as Indenture Trustee for the $50 million 8.25% Senior Unsecured Notes due 2025), consenting to the payment of the missed December 1, 2022 coupon and waiving the resulting event of default upon cure	March 20, 2023
8	Side Letter Agreement: Vessel Disposition Undertaking, among TSL, TAI, and Nordbank International AG, providing for the sale of 6 older dry-bulk carriers for estimated aggregate proceeds of $72 million and the application of net proceeds to prepay Term Loan A	March 14, 2023
9	Lock-Up Agreement, between Dralvecen Mezzanine Capital LLC and TSL, pursuant to which Dralvecen agreed to support the Transactions and not to transfer its mezzanine note claims during the lock-up period	March 14, 2023
10	Funds Flow Memorandum, prepared by Calderwood & Harkness LLP and Kensington Veltrian Partners LLC, setting forth the sources and uses of funds and the payment instructions for the closing of the Transactions	June 29, 2023

SOLVENCY CERTIFICATE
Delivered pursuant to Section 4.01(h) of Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023 (the "Amendment"), among Thalassa Shipping & Logistics Société Anonyme, a société anonyme organized under the laws of the Hellenic Republic ("TSL"), Thalassa Americas Inc., a Delaware corporation ("TAI" or the "Company"), Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto
and delivered in connection with the Restructuring Support Agreement dated March 14, 2023 (the "RSA"), among TSL, TAI, Nordbank International AG, the Consenting Senior Secured Lenders, Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme
Date: June 30, 2023
I. INTRODUCTORY STATEMENT
The undersigned, Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., a corporation duly organized and existing under the laws of the State of Delaware (the "Company" or "TAI"), hereby delivers this Solvency Certificate (this "Certificate") in her capacity as Vice President of Finance of TAI.
This Certificate is being delivered pursuant to Section 4.01(h) of the Amendment and Section 5.2(d) of the RSA as a condition precedent to the effectiveness of the RSA closing and the consummation of the transactions contemplated thereby (collectively, the "Transactions"). The delivery of this Certificate on the date hereof is required in order to satisfy, in part, the conditions to the closing and effectiveness of the Amendment and the other Transaction Documents (as defined below).
The undersigned is familiar with the business, assets, liabilities (including contingent and unliquidated liabilities), financial condition, and operations of the Company and has been involved in the negotiation, documentation, and implementation of the Transactions. In connection with the preparation and delivery of this Certificate, the undersigned has reviewed and is familiar with the terms of the following documents and instruments (collectively, the "Transaction Documents"):
(a) Amendment No. 1 to the Senior Secured Credit Agreement, dated as of May 15, 2023, among TSL, TAI, Nordbank International AG, as Administrative Agent and Collateral Agent, and the Lenders party thereto;
(b) the Restructuring Support Agreement, dated as of March 14, 2023, among TSL, TAI, Nordbank International AG, the Consenting Senior Secured Lenders, Dralvecen Mezzanine Capital LLC, and KFO Holdings Société Anonyme;
(c) the New Second-Lien Note Purchase Agreement, dated as of May 18, 2023, among TSL, TAI, and Dralvecen Mezzanine Capital LLC;
(d) the Equity Subscription Agreement, dated as of May 22, 2023, between TSL and KFO Holdings SA, pursuant to which KFO Holdings SA has agreed to contribute €35 million (approximately $38.2 million at a conversion rate of €1 = $1.0914) in new equity capital to TSL;
(e) the Amended and Restated Intercompany Promissory Note, dated as of May 25, 2023, between TAI (as borrower) and TSL (as lender), reducing the interest rate on the $76.4 million subordinated intercompany note from 5.0% per annum to 2.0% per annum and extending the maturity thereof from June 15, 2024 to December 31, 2028; and
(f) the Amended and Restated Intercreditor Agreement, dated as of May 15, 2023, among Nordbank International AG (as First-Lien Agent), Dralvecen Mezzanine Capital LLC (as Second-Lien Representative), TSL, and TAI.
In addition, the undersigned has reviewed the financial projections, 13-week cash flow models, and other financial analyses prepared by Kensington Veltrian Partners LLC (the Company's financial advisor retained in connection with the Transactions) as well as the Company's internal financial records, budgets, and business plans. The undersigned has also consulted with the Company's senior management team, including Marcus Hale, President, and Jonathan Kurtz, Vice President of Operations, regarding the Company's business operations, commercial outlook, and expected financial performance.
II. DESCRIPTION OF THE TRANSACTIONS
For purposes of this Certificate, the undersigned has given pro forma effect to the consummation of the following Transactions, in each case as described more fully in the Transaction Documents:
A. Amendment No. 1 to the Senior Secured Credit Agreement. Pursuant to the Amendment, the material terms of the Senior Secured Credit Agreement have been modified as follows:
(i) Maturity Extension. The maturity date of the Senior Secured Credit Facilities has been extended from June 15, 2024 to June 15, 2027, representing a three-year extension of the final maturity date applicable to all outstanding Term Loans and the Revolving Credit Facility.
(ii) PIK Conversion of Term Loan A Principal. $75 million of outstanding Term Loan A principal has been converted from cash-pay to payment-in-kind ("PIK"), thereby reducing the near-term cash interest burden of the borrowers. The PIK interest on such converted amount shall accrue at the applicable rate set forth in the Amendment and shall be added to the outstanding principal balance on each interest payment date.
(iii) Revolving Credit Facility Commitment Reduction. The aggregate Revolving Credit Facility commitment has been reduced from $200 million to $150 million, reflecting the Lenders' assessment of the borrowers' revolving credit needs in the context of the restructuring.
(iv) Financial Covenant Resets. The financial maintenance covenants have been reset as follows: (a) the Maximum Net Leverage Ratio has been set at 7.00x for the fiscal quarter ending June 30, 2023, stepping down to 6.50x by the fiscal quarter ending June 30, 2024, to 6.00x by the fiscal quarter ending June 30, 2025, and to 5.50x by the fiscal quarter ending December 31, 2025, and each fiscal quarter thereafter; (b) the Minimum Liquidity covenant has been reduced from $50 million to $30 million, tested on a weekly basis; and (c) the Interest Coverage Ratio covenant has been waived through the fiscal quarter ending December 31, 2023, and shall be reinstated at 1.50x for the fiscal quarter ending March 31, 2024, stepping up to 2.00x by the fiscal quarter ending December 31, 2024.
(v) Amendment Fee. An amendment fee of $5.4 million, equal to 1.00% of the $540 million of aggregate outstanding senior secured debt, has been paid in kind by capitalizing such amount into the outstanding principal balance of the Term Loans.
(vi) Retroactive Waiver of Default Interest. Default interest that would otherwise have accrued during the period from December 1, 2022 through the closing date of the Amendment has been retroactively waived by the requisite Lenders.
B. Mezzanine Exchange. Pursuant to the New Second-Lien Note Purchase Agreement and the related exchange documentation, $112.3 million of mezzanine notes held by Dralvecen Mezzanine Capital LLC have been exchanged for (a) $60 million of new second-lien notes issued by TSL (bearing interest at a rate of 10.0% per annum, payable in kind, with a final maturity date of June 30, 2028) and (b) equity interests in TSL representing 15% of the issued and outstanding share capital of TSL on a fully diluted basis immediately following the closing.
C. KFO Holdings SA Equity Contribution. Pursuant to the Equity Subscription Agreement dated May 22, 2023, KFO Holdings SA has contributed €35 million (approximately $38.2 million at a conversion rate of €1 = $1.0914) in new equity capital to TSL, the proceeds of which are being used to fund transaction costs, bolster the liquidity of the consolidated group, and support the working capital needs of TSL and its subsidiaries, including TAI.
D. Amended and Restated Intercompany Promissory Note. The existing $76.4 million subordinated intercompany promissory note from TAI to TSL has been amended and restated to (a) extend the maturity date thereof from June 15, 2024 to December 31, 2028 and (b) reduce the interest rate thereon from 5.0% per annum to 2.0% per annum. The intercompany note remains subordinated and junior in right of payment to all senior secured and second-lien indebtedness of the Company.
E. Payment of Missed Unsecured Note Coupon. At closing, the Company has paid in full the missed December 1, 2022 interest coupon of $2,062,500 due to Garrison Trust Company, as indenture trustee for the holders of the $50 million 8.25% Senior Unsecured Notes due 2025, thereby curing the payment default that arose under the Unsecured Notes Indenture and the cross-default that was triggered under the Senior Secured Credit Agreement.
F. Side Letter Agreement — Vessel Disposition Undertaking. Pursuant to the Side Letter Agreement dated March 14, 2023, TSL and TAI have undertaken to dispose of six (6) older dry-bulk carriers from the existing fleet for estimated aggregate gross proceeds of approximately $72 million. The net proceeds from such vessel sales, after deduction of customary disposition costs, brokerage commissions, and applicable taxes, shall be applied to prepay outstanding Term Loan A principal in accordance with the mandatory prepayment provisions of the amended Senior Secured Credit Agreement.
G. Transaction Costs and Professional Fees. In connection with the Transactions, certain transaction costs and professional fees have been paid or will be paid, including fees and expenses of Kensington Veltrian Partners LLC (financial advisor to the Company), Calderwood & Harkness LLP (legal counsel to the Company), and the agents and advisors to the Lender group.
III. DEFINITIONS
As used in this Certificate, the following terms shall have the meanings set forth below:
"Adequate Capital" means that the Company does not have unreasonably small capital with which to conduct the business in which it is engaged as a going concern, after giving due effect to the Transactions and all obligations incurred or to be incurred in connection therewith, taking into account the particular capital requirements of the Company's business, the anticipated capital needs of the Company during the reasonably foreseeable future, and the Company's projected revenues and expenses.
"Balance Sheet Solvency" means that the fair value of the Company's assets, at a fair valuation, exceeds the total amount of its liabilities, including subordinated, contingent, and unliquidated liabilities, in each case determined after giving pro forma effect to the Transactions.
"Cash Flow Solvency" means that the Company is able to pay its debts and other liabilities, including contingent obligations and other commitments, as they mature or become due in the ordinary course of business, taking into account the timing and amounts of cash expected to be received from the Company's business operations and other sources of funds, including credit facilities, reasonably available to the Company.
"fair value" means the amount at which the aggregate assets of the Company would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, with neither being under any compulsion to act. For the avoidance of doubt, fair value is not determined on a forced liquidation or distressed sale basis but rather on a going-concern basis reflecting the productive capacity and earning potential of the assets.
"liabilities" means the recorded liabilities of the Company as of the date hereof, computed in accordance with generally accepted accounting principles as applied in the United States ("GAAP") and applicable law. For purposes of this Certificate, contingent liabilities shall be computed at the amount that, in light of all the facts and circumstances existing as of the date hereof, represents the amount that can reasonably be expected to become an actual or matured liability, taking into account the likelihood of the contingency occurring and the probable magnitude of the resulting obligation, discounted to present value where appropriate.
IV. CERTIFICATIONS
Based on the foregoing and upon such other analyses, inquiries, and investigations as the undersigned has deemed appropriate and necessary in connection herewith, the undersigned hereby certifies as follows:
(i) Balance Sheet Solvency — Fair Value of Assets Exceeds Liabilities
The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all obligations incurred or to be incurred in connection therewith, the fair value of the assets of TAI, at a fair valuation, exceeds the total amount of its liabilities, including subordinated, contingent, and unliquidated liabilities. Accordingly, the Company satisfies the test of Balance Sheet Solvency as of the date hereof.
In reaching this conclusion, the undersigned has considered, among other things, the following:
(a) Principal Asset Base. TAI's principal operations include the Houston terminal operations headquartered at 1400 McKinney Street, Suite 2200, Houston, TX 77010, encompassing the management and commercial operation of vessels in the TSL fleet that serve trade routes touching U.S. ports; Jones Act–exempt foreign-flag vessel scheduling and management services provided by TAI to TSL and its other subsidiaries; and the domestic freight brokerage business, which generates commission and fee-based revenues from the arrangement of inland freight transportation, warehousing, and last-mile logistics services for customers in the United States. These operations, together with TAI's interests in certain intercompany receivables, contract rights, and tangible and intangible property, constitute a meaningful and going-concern asset base.
(b) Subordinated Intercompany Note. The intercompany note in the amount of $76.4 million owed by TAI to TSL is subordinated in right of payment to all senior secured and second-lien indebtedness of the Company. Pursuant to the Amended and Restated Intercompany Promissory Note dated May 25, 2023, the maturity of this note has been extended to December 31, 2028, and the interest rate thereon has been reduced from 5.0% per annum to 2.0% per annum. Accordingly, the intercompany note does not impose a near-term cash payment obligation on the Company and is deeply subordinated in the capital structure, thereby supporting the Company's balance sheet solvency.
(c) U.S. Tranche (Term Loan B). The principal direct external debt obligation of TAI as co-borrower under the Senior Secured Credit Agreement is the U.S. Tranche (Term Loan B) in the aggregate principal amount of $85 million. This term loan is a non-amortizing bullet maturity obligation, which, following the effectiveness of the Amendment, is now due and payable on June 15, 2027. The deferral of principal repayment to June 2027, together with the absence of scheduled interim amortization, provides substantial certainty regarding TAI's balance sheet position over the near and medium term.
(d) Impact of the Transactions. After giving pro forma effect to the Transactions, including in particular the conversion of $75 million of Term Loan A principal to PIK (which reduces the near-term cash liability associated with debt service), the maturity extension to June 2027, the KFO equity contribution of approximately $38.2 million, the reduction of the intercompany note interest rate, and the planned vessel dispositions (which will generate net proceeds for the group), the aggregate fair value of the Company's assets exceeds the total amount of its liabilities on a pro forma basis.
(ii) Cash Flow Solvency — Ability to Pay Debts as They Become Due
The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all obligations incurred or to be incurred in connection therewith, TAI is able to pay its debts and other liabilities, contingent obligations, and other commitments as they mature or become due in the ordinary course of business. Accordingly, the Company satisfies the test of Cash Flow Solvency as of the date hereof.
In reaching this conclusion, the undersigned has considered, among other things, the following:
(a) Improved Debt Service Profile. The Amendment has materially improved the Company's near-term and medium-term debt service profile. The maturity of the Senior Secured Credit Facilities has been extended by three years, from June 15, 2024 to June 15, 2027, thereby eliminating the risk of a near-term maturity default. The conversion of $75 million of Term Loan A principal to PIK reduces the aggregate cash interest burden on the borrowers, freeing cash flow for operational needs and other debt service obligations. The Interest Coverage Ratio covenant has been waived through the fiscal quarter ending December 31, 2023, affording the Company additional flexibility during the transition period. The Minimum Liquidity covenant has been reduced to $30 million, which the Company expects to maintain comfortably based on its projected cash flows and available revolver capacity.
(b) Revolving Credit Facility Availability. Although the aggregate Revolving Credit Facility commitment has been reduced from $200 million to $150 million, the remaining commitment provides meaningful ongoing liquidity to the Company and the consolidated group. As of the date hereof, approximately $83 million of the Revolving Credit Facility is undrawn and available for borrowing, subject to compliance with the applicable borrowing base and financial covenants.
(c) Cure of Unsecured Note Payment Default. At closing, the missed December 1, 2022 interest coupon of $2,062,500 on the $50 million 8.25% Senior Unsecured Notes due 2025 has been paid in full to Garrison Trust Company (as indenture trustee), thereby curing the payment default that had arisen under the Unsecured Notes Indenture and terminating the cross-default provisions that had been triggered under the Senior Secured Credit Agreement. The elimination of this payment default removes a material impediment to the Company's ongoing ability to access the credit markets and conduct its business operations without the overhang of an outstanding event of default.
(d) Trade Creditors Paid in Ordinary Course. Trade accounts payable of the Company, which as of the most recent month-end totaled approximately $38.7 million, are being paid in full in the ordinary course of business and are not being impaired, compromised, or restructured as part of the Transactions. The Company expects to continue to pay its trade obligations as they become due and payable in the ordinary course.
(e) KFO Equity Contribution and Liquidity Support. The contribution of €35 million (approximately $38.2 million) in new equity capital by KFO Holdings SA to TSL provides incremental liquidity to the consolidated group and is being used, in part, to fund transaction costs, to cure the missed unsecured note coupon, and to bolster the working capital position of TSL and its subsidiaries, including TAI. The equity contribution enhances the Company's cash resources and provides additional cushion to absorb potential near-term operating variances.
(iii) Adequate Capital — Not Unreasonably Small Capital
The undersigned hereby certifies that, as of June 30, 2023, after giving pro forma effect to the Transactions and all obligations incurred or to be incurred in connection therewith, TAI does not have unreasonably small capital with which to conduct its business as presently conducted and as proposed to be conducted following the closing date of the Transactions. Accordingly, the Company satisfies the test of Adequate Capital as of the date hereof.
In reaching this conclusion, the undersigned has considered, among other things, the following:
(a) Revenue Base and Operating History. TAI has a substantial revenue base, having generated total revenues of approximately $312 million for the fiscal year ended December 31, 2021, and estimated total revenues of approximately $198 million for the fiscal year ended December 31, 2022. The decline in revenues from FY2021 to FY2022 was driven principally by a normalization of dry-bulk charter rates from the historically elevated levels experienced in 2021, as well as reduced container shipping volumes attributable to the post-pandemic unwinding of supply chain congestion. The Company and its financial advisor, Kensington Veltrian Partners LLC, expect that charter rates and freight brokerage volumes will improve over the medium term as global trade patterns stabilize and incremental demand for dry-bulk commodities supports vessel utilization.
(b) Revolving Credit Facility Access. Following the effectiveness of the Amendment, the Company continues to have access to the Revolving Credit Facility, which, notwithstanding the reduction in aggregate commitments from $200 million to $150 million, provides meaningful ongoing liquidity to fund working capital needs, capital expenditures, and other operational requirements. The availability of revolving credit, together with the Company's projected operating cash flows, provides adequate capital to sustain the Company's operations on a going-concern basis.
(c) Planned Asset Sales. The Side Letter Agreement contemplates the disposition of six (6) older dry-bulk carriers from the TSL fleet for estimated aggregate gross proceeds of approximately $72 million. The net proceeds from these vessel sales, after customary transaction costs, will be applied to prepay Term Loan A principal in accordance with the mandatory prepayment provisions of the amended Senior Secured Credit Agreement. These asset sales are expected to reduce the group's leverage, lower ongoing vessel operating expenses associated with the older vessels, and generate incremental liquidity. The disposition program is expected to be completed within twelve (12) months of the closing date.
(d) Operational Capabilities and Workforce. TAI employs approximately 680 individuals in the United States, including commercial, operational, financial, and administrative personnel. The Company's operational capabilities, including its vessel management expertise, freight brokerage network, customer relationships, and proprietary scheduling and logistics systems, provide a durable foundation for the generation of revenues and cash flows sufficient to support the Company's capital structure on a going-concern basis.
(e) Covenant Flexibility. The reset financial maintenance covenants, including the phased step-down in the Maximum Net Leverage Ratio from 7.00x to 5.50x over the period through Q4 2025, the reduced Minimum Liquidity threshold of $30 million, and the temporary waiver of the Interest Coverage Ratio through Q4 2023, provide the Company with meaningful headroom to absorb potential near-term operating underperformance without triggering a financial covenant default. This covenant flexibility further supports the conclusion that the Company has adequate capital to conduct its business.
V. QUALIFICATIONS AND ASSUMPTIONS
In reaching the conclusions set forth in Section IV of this Certificate, the undersigned has relied upon, among other things, the following:
(i) the audited consolidated financial statements of TAI and TSL for the fiscal years ended December 31, 2021 and December 31, 2022, as audited by Grainger, Holt & Associates LLP, and the unaudited interim financial statements of TAI and TSL for the quarter ended March 31, 2023, together with such other financial records, books, and accounts of TAI and TSL as the undersigned has deemed relevant;
(ii) the fleet appraisal prepared by Drakos Maritime Valuations Ltd., an independent maritime valuation firm, dated November 1, 2022, which valued the TSL fleet (comprising 50 vessels: 38 dry-bulk carriers and 12 container vessels) at an aggregate fair market value of approximately $623 million on a charter-free basis;
(iii) the enterprise valuation analysis prepared by Kensington Veltrian Partners LLC, which estimated the total enterprise value of the TSL consolidated group (including TAI) at a range of $580 million to $640 million, with a midpoint of approximately $610 million, based on a combination of discounted cash flow, comparable company, and comparable transaction methodologies;
(iv) the 13-week cash flow projections and longer-term business plan forecasts prepared by the management of TAI and reviewed by Kensington Veltrian Partners LLC, which project the Company's cash receipts, cash disbursements, and liquidity position on a week-by-week basis for the 13-week period commencing July 1, 2023, and on a monthly and quarterly basis for the period through December 31, 2025; and
(v) discussions with the management team of TAI, including Marcus Hale, President, and Jonathan Kurtz, Vice President of Operations, regarding the Company's commercial pipeline, vessel deployment strategy, expected charter rates, freight brokerage volumes, operating cost structure, capital expenditure requirements, and general business outlook.
The undersigned notes the following qualifications and limitations with respect to this Certificate:
(a) This Certificate is based on the facts and circumstances as they exist and can reasonably be evaluated as of the date hereof. This Certificate does not purport to address future business decisions, changes in market conditions (including, without limitation, fluctuations in dry-bulk charter rates, the Baltic Dry Index, container shipping rates, fuel costs, foreign exchange rates, or interest rates), regulatory developments, geopolitical events, or other developments that are beyond the control of the Company. The projections and forecasts relied upon by the undersigned are inherently uncertain and are based on assumptions that may not prove to be accurate.
(b) The undersigned is not expressing any opinion as to matters of law, including, without limitation, the legal enforceability of any of the Transaction Documents, the validity or perfection of any liens or security interests, or the legal conclusions that may be drawn from the factual matters described herein. Such matters are the province of the Company's legal counsel, Calderwood & Harkness LLP, and the undersigned defers to such counsel on all legal questions.
(c) The views expressed in this Certificate are based on the relevant analyses, inquiries, and investigations deemed appropriate by the undersigned in her capacity as Vice President of Finance of TAI. The undersigned is not a certified public accountant, a certified business appraiser, or a holder of any other professional certification or license requiring a standard of care different from that applicable to a corporate finance officer exercising reasonable diligence and professional judgment.
(d) This Certificate is delivered solely for the purposes set forth in the Amendment and the RSA and may not be relied upon by any person other than the Administrative Agent, the Collateral Agent, and the Lenders for any purpose other than determining whether the condition precedent set forth in Section 4.01(h) of the Amendment and Section 5.2(d) of the RSA has been satisfied.
VI. GOVERNING LAW
This Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflict of laws principles (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law) that would require the application of the laws of any other jurisdiction.
VII. EXECUTION
IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate as of the date first written above.
THALASSA AMERICAS INC.
By: ________
Name: Diana Restrepo
Title: Vice President of Finance
Date: June 30, 2023
Principal Office: 1400 McKinney Street, Suite 2200 Houston, TX 77010
Jurisdiction of Organization: Delaware Employer Identification Number: 84-3291057
ANNEX A
SUMMARY OF RSA TRANSACTIONS GIVEN EFFECT
The following is a summary of the Transaction Documents executed or delivered in connection with the Restructuring Support Agreement dated March 14, 2023, each of which has been given pro forma effect for purposes of the Solvency Certificate delivered by Diana Restrepo, Vice President of Finance of Thalassa Americas Inc., dated June 30, 2023:
This Annex A is provided for reference and convenience only and is qualified in its entirety by reference to the actual Transaction Documents listed above. In the event of any conflict between this summary and the terms of any Transaction Document, the terms of the applicable Transaction Document shall control.
No. | Transaction Document | Date
1 | Amendment No. 1 to Senior Secured Credit Agreement, among TSL, TAI, Nordbank International AG (as Administrative Agent and Collateral Agent), and the Lenders party thereto | May 15, 2023
2 | Amended and Restated Intercreditor Agreement, among Nordbank International AG (as First-Lien Agent), Dralvecen Mezzanine Capital LLC (as Second-Lien Representative), TSL, and TAI | May 15, 2023
3 | New Second-Lien Note Purchase Agreement, among TSL, TAI, and Dralvecen Mezzanine Capital LLC | May 18, 2023
4 | New Second-Lien Notes Indenture, among TSL (as Issuer), TAI (as Co-Obligor), and Dralvecen Mezzanine Capital LLC (as Purchaser and initial Holder) | May 18, 2023
5 | Equity Subscription Agreement, between TSL and KFO Holdings SA (€35 million equity contribution) | May 22, 2023
6 | Amended and Restated Intercompany Promissory Note, between TAI (as Borrower) and TSL (as Lender) ($76.4 million; interest rate reduced from 5.0% to 2.0%; maturity extended to December 2028) | May 25, 2023
7 | Consent and Waiver Letter, from Garrison Trust Company (as Indenture Trustee for the $50 million 8.25% Senior Unsecured Notes due 2025), consenting to the payment of the missed December 1, 2022 coupon and waiving the resulting event of default upon cure | March 20, 2023
8 | Side Letter Agreement: Vessel Disposition Undertaking, among TSL, TAI, and Nordbank International AG, providing for the sale of 6 older dry-bulk carriers for estimated aggregate proceeds of $72 million and the application of net proceeds to prepay Term Loan A | March 14, 2023
9 | Lock-Up Agreement, between Dralvecen Mezzanine Capital LLC and TSL, pursuant to which Dralvecen agreed to support the Transactions and not to transfer its mezzanine note claims during the lock-up period | March 14, 2023
10 | Funds Flow Memorandum, prepared by Calderwood & Harkness LLP and Kensington Veltrian Partners LLC, setting forth the sources and uses of funds and the payment instructions for the closing of the Transactions | June 29, 2023

SOLVENCY CERTIFICATE

I. INTRODUCTORY STATEMENT

II. DESCRIPTION OF THE TRANSACTIONS

III. DEFINITIONS

IV. CERTIFICATIONS

V. QUALIFICATIONS AND ASSUMPTIONS

VI. GOVERNING LAW

VII. EXECUTION

THALASSA AMERICAS INC.

ANNEX A

SUMMARY OF RSA TRANSACTIONS GIVEN EFFECT

Record

Parties

Dates

Amounts