CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
THALASSA FINANCE PTE. LTD.
(UEN: 202209345K)
(Incorporated in the Republic of Singapore)
WRITTEN RESOLUTIONS OF THE SOLE DIRECTOR
Passed pursuant to Article 78 of the Constitution of the Company and Section 184A of the Companies Act 1967 of Singapore
[●] October 2022
Marina Demetriou, being the sole director of Thalassa Finance Pte. Ltd. (the "Company"), hereby passes the following resolutions in writing, in lieu of a meeting of the board of directors of the Company, with effect from the date first written above. These written resolutions are passed in accordance with Article 78 of the Constitution of the Company and Section 184A of the Companies Act 1967 of Singapore (the "Act"), and shall for all purposes be as valid and effectual as if they had been passed at a duly convened and constituted meeting of the directors of the Company.
The registered office of the Company is at 8 Marina Boulevard, #36-02, Marina Bay Financial Centre Tower 1, Singapore 018981.
1. RECITALS / BACKGROUND
1.1 The Company
The Company is Thalassa Finance Pte. Ltd., a private company limited by shares incorporated under the laws of the Republic of Singapore on or about 2022, bearing Unique Entity Number 202209345K. The Company was established as a special purpose finance vehicle within the Thalassa group of companies.
The Company is a wholly-owned subsidiary of Thalassa Shipping & Logistics SA ("TSL"), a société anonyme organized and existing under the laws of the Hellenic Republic, with its registered office at 42 Akti Miaouli, Piraeus 185 35, Greece, and registered with the Greek General Electronic Commercial Registry (GEMI) under number 148276201000. TSL is the principal operating and holding entity of the Thalassa group.
Marina Demetriou is the sole director of the Company, having been appointed to such office at the time of the Company's incorporation.
1.2 The Proposed Offering
TSL proposes to issue, together with the Company as co-issuer (TSL and the Company, collectively, the "Co-Issuers"), US$400,000,000 (four hundred million United States dollars) in aggregate principal amount of Senior Secured Notes due 2029 (the "Notes").
The Notes will bear interest at a rate of 8.750% per annum, payable semi-annually in arrear on April 15 and October 15 of each year, commencing on April 15, 2023.
The Notes will mature on October 15, 2029.
The Notes will be issued at an issue price of 98.00% of par, generating gross proceeds to the Co-Issuers of approximately US$392,000,000 (three hundred ninety-two million United States dollars), before deduction of initial purchaser discounts, fees, and expenses.
The Notes will be offered and sold (a) to qualified institutional buyers in the United States in reliance on Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and (b) to non-U.S. persons (as defined in Regulation S under the Securities Act) in offshore transactions in reliance on Regulation S under the Securities Act. The Notes have not been and will not be registered under the Securities Act.
The Notes are proposed to be listed on the Singapore Exchange Securities Trading Limited ("SGX-ST") following their issuance. Application will be made for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or reports contained in the Offering Memorandum (as defined below).
The Notes will be issued in minimum denominations of US$200,000 (two hundred thousand United States dollars) and integral multiples of US$1,000 in excess thereof.
The proposed identifying numbers for the Notes are as follows:
1.3 The Transaction Documents
The Notes will be issued pursuant to an indenture (the "Indenture") to be entered into among TSL and the Company (as Co-Issuers), the Guarantor Subsidiaries (as defined below), Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (UEN 199804782D) as trustee (the "Trustee" or "VTC"), and Atlas Collateral Agency Pte. Ltd. (UEN 200115678R) as security agent (the "Security Agent" or "ACA"). The Indenture will set forth the terms and conditions of the Notes, the covenants of the Co-Issuers and the Guarantor Subsidiaries, and the events of default and remedies thereunder.
The "Guarantor Subsidiaries" for purposes of the Indenture and the related Transaction Documents are:
(a) Thalassa Dry Bulk Operations Ltd., a company incorporated under the laws of Malta;
(b) Thalassa Container Feeder Ltd., a company incorporated under the laws of the Republic of the marshall Islands;
(c) Thalassa Port Services FZCO, a free zone company established in Dubai, United Arab Emirates; and
(d) Thalassa Freight Solutions Pte. Ltd., a company incorporated under the laws of the Republic of Singapore.
The Notes will be sold pursuant to a purchase agreement (the "Purchase Agreement") to be entered into among the Co-Issuers, the Guarantor Subsidiaries, and the initial purchasers of the Notes (the "Initial Purchasers"), being:
(a) Anchor Bay Securities LLC ("ABS"); and
(b) Halcyon Partners International Ltd. ("HPI").
The Co-Issuers will enter into a registration rights agreement (the "Registration Rights Agreement") for the benefit of the holders of the Notes, setting forth the Co-Issuers' obligations to file an exchange offer registration statement or, in certain circumstances, a shelf registration statement, with the United States Securities and Exchange Commission with respect to the Notes.
The parties will enter into an intercreditor agreement (the "Intercreditor Agreement") among the Co-Issuers, the Guarantor Subsidiaries, ACA (as Security Agent), and VTC (as Trustee), which will govern the relative rights, priorities, and obligations of the secured parties with respect to the Collateral (as defined in the Indenture).
The Co-Issuers will enter into a paying agent and transfer agent agreement (the "Paying Agent Agreement") with VTC, pursuant to which VTC will act as paying agent and transfer agent for the Notes.
1.4 The Security Documents
The obligations of the Co-Issuers and the Guarantor Subsidiaries under the Notes and the Indenture will be secured by a comprehensive security package (the "Security Documents"), including, without limitation, the following:
(a) Ship Mortgages. First-priority ship mortgages (the "Deeds of Ship Mortgage") over twenty-eight (28) vessels (the "Collateral Vessels"), which Collateral Vessels have been appraised in the aggregate at US$1,175,000,000 (one billion one hundred seventy-five million United States dollars) as at June 2022 by Compass Marine Valuations Ltd., to be granted in favor of ACA as Security Agent for the benefit of the holders of the Notes and the Trustee.
(b) Assignment of Earnings, Insurances, and Requisition Compensation. First-priority deeds of assignment (the "Deeds of Assignment of Earnings and Insurances") of all earnings, insurances, and requisition compensation in respect of each of the Collateral Vessels, to be granted in favor of ACA as Security Agent for the benefit of the holders of the Notes and the Trustee.
(c) Share Pledge — The Company. A pledge of 100% of the issued and outstanding shares of the Company by TSL in favor of ACA as Security Agent (the "TFPL Share Pledge").
(d) Share Pledges — Guarantor Subsidiaries. Pledges of 100% of the equity interests in each Guarantor Subsidiary by TSL and/or the Company (as applicable) in favor of ACA as Security Agent (the "Share Pledge Agreements").
(e) Assignment of Intercompany Loan Receivables. An assignment by the Company of intercompany loan receivables in the aggregate amount of US$365,000,000 (three hundred sixty-five million United States dollars) owed by fleet-owning subsidiaries to the Company, in favor of ACA as Security Agent for the benefit of the holders of the Notes and the Trustee (the "Intercompany Receivables Assignment").
1.5 Guarantees. The obligations of the Co-Issuers under the Notes and the Indenture will be guaranteed on an unconditional and irrevocable basis by each of the Guarantor Subsidiaries, pursuant to upstream guarantees to be provided by each such Guarantor Subsidiary under the Indenture (the "Subsidiary Guarantees").
In addition, Kallistratos Maritime Holdings Ltd., a BVI Business Company, with registered office at Craigmuir Chambers, Road Town, Tortola, British Virgin Islands (the "Parent Guarantor"), being the holder of approximately 72.5% of the issued and outstanding shares of TSL, will provide a limited parent guarantee in favor of the Trustee and the holders of the Notes, capped at a maximum aggregate liability of US$50,000,000 (fifty million United States dollars) (the "Parent Guarantee").
1.6 Use of Proceeds
The net proceeds from the offering of the Notes, after deduction of the Initial Purchaser discount and estimated offering expenses, are expected to be applied as follows:
(a) approximately US$190,000,000 (one hundred ninety million United States dollars) to refinance the existing bilateral ship-finance facility between TSL and Meridian Maritime Bank AG in full;
(b) approximately US$120,000,000 (one hundred twenty million United States dollars) to refinance the existing bilateral ship-finance facility between TSL and Clearwater Shipping Finance Ltd. in full;
(c) approximately US$72,000,000 (seventy-two million United States dollars) for general corporate purposes and fleet capital expenditures, including drydocking, scrubber installations, and ballast water management system upgrades across the Collateral Vessels; and
(d) approximately US$18,000,000 (eighteen million United States dollars) for estimated fees, expenses, and original issue discount incurred in connection with the offering.
1.7 Advisors. The sole director notes that the following advisors have been engaged or are acting in connection with the proposed offering of the Notes:
(a) Calderwood & Harkness LLP is acting as issuer's lead counsel (international) in connection with the offering (Matter No. 1044-00004).
(b) Rajendra & Osman LLP (Managing Partner: Anil Rajendra; office: 6 Battery Road, #28-01, Singapore 049909) is acting as issuer's Singapore counsel.
(c) Delphi & Karidis LLP is acting as issuer's Greek counsel.
(d) Whitfield & Crane LLP is acting as counsel to the Initial Purchasers.
(e) Thornton Ashworth LLP (Partner: Michelle Goh) is acting as counsel to the Trustee.
(f) Kestrel & White Chartered Accountants is the independent auditor of the Thalassa group and will provide the comfort letter to the Initial Purchasers in connection with the offering.
(g) Compass Marine Valuations Ltd. provided the independent fleet appraisal of the Collateral Vessels dated June 2022.
(h) Polaris Ratings Group Ltd. assigned a preliminary rating of B+ (stable outlook) to the Notes on August 8, 2022.
(i) Oceanic Credit Assessments Inc. assigned a preliminary rating of B1 (stable outlook) to the Notes on August 10, 2022.
1.8 Governing Law
The Indenture, the Security Documents, and the Intercreditor Agreement will each be governed by and construed in accordance with the laws of the Republic of Singapore.
2. DEFINITIONS AND INTERPRETATION
2.1 Unless otherwise defined herein or unless the context otherwise requires, capitalized terms used in these resolutions shall have the following meanings:
"ACA" means Atlas Collateral Agency Pte. Ltd. (UEN 200115678R), in its capacity as Security Agent under the Indenture and the Security Documents.
"ABS" means Anchor Bay Securities LLC, in its capacity as one of the Initial Purchasers.
"Collateral Vessels" means the twenty-eight (28) vessels over which first-priority ship mortgages will be granted in favor of ACA as Security Agent pursuant to the Deeds of Ship Mortgage.
"Co-Issuers" means, collectively, TSL and the Company, in their respective capacities as co-issuers of the Notes under the Indenture.
"Deeds of Assignment of Earnings and Insurances" means the first-priority deeds of assignment of earnings, insurances, and requisition compensation in respect of each Collateral Vessel, to be granted in favor of ACA as Security Agent.
"Deeds of Ship Mortgage" means the first-priority ship mortgages over each of the Collateral Vessels, to be granted in favor of ACA as Security Agent.
"Guarantor Subsidiaries" means, collectively, Thalassa Dry Bulk Operations Ltd. (Malta), Thalassa Container Feeder Ltd. (Marshall Islands), Thalassa Port Services FZCO (Dubai, UAE), and Thalassa Freight Solutions Pte. Ltd. (Singapore), each in its capacity as a guarantor under the Indenture.
"HPI" means Halcyon Partners International Ltd., in its capacity as one of the Initial Purchasers.
"Indenture" has the meaning given in Section 1.3 above.
"Initial Purchasers" means, collectively, ABS and HPI.
"Intercreditor Agreement" has the meaning given in Section 1.3 above.
"Intercompany Receivables Assignment" has the meaning given in Section 1.4(e) above.
"Notes" has the meaning given in Section 1.2 above.
"Offering Memorandum" means the offering memorandum relating to the offering of the Notes, including all exhibits, annexes, and supplements thereto.
"Parent Guarantee" has the meaning given in Section 1.5 above.
"Parent Guarantor" means Kallistratos Maritime Holdings Ltd. (BVI).
"Paying Agent Agreement" has the meaning given in Section 1.3 above.
"Purchase Agreement" has the meaning given in Section 1.3 above.
"Registration Rights Agreement" has the meaning given in Section 1.3 above.
"Security Agent" means ACA, in its capacity as Security Agent under the Indenture and the Security Documents.
"Security Documents" means, collectively, the Deeds of Ship Mortgage, the Deeds of Assignment of Earnings and Insurances, the TFPL Share Pledge, the Share Pledge Agreements, the Intercompany Receivables Assignment, and any other document or instrument creating or evidencing a security interest granted in connection with the Notes or the Indenture.
"Share Pledge Agreements" has the meaning given in Section 1.4(d) above.
"Subsidiary Guarantees" has the meaning given in Section 1.5 above.
"TFPL Share Pledge" has the meaning given in Section 1.4(c) above.
"Transaction Documents" means, collectively, the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, the Paying Agent Agreement, each form of Global Note (including the Rule 144A Global Note and the Regulation S Global Note), the Intercompany Receivables Assignment, the Share Pledge Agreements, the TFPL Share Pledge, the Deeds of Ship Mortgage, the Deeds of Assignment of Earnings and Insurances, and any supplemental indentures, joinder agreements, or other documents or instruments executed in connection therewith.
"Trustee" or "VTC" means Marlowe Asset Management Trust Company of Singapore Pte. Ltd. (UEN 199804782D), in its capacity as trustee under the Indenture.
"TSL" means Thalassa Shipping & Logistics SA, a société anonyme organized and existing under the laws of the Hellenic Republic, with Greek GEMI No. 148276201000.
2.2 In these resolutions, unless the context otherwise requires:
(a) references to "Sections" are to sections of these written resolutions;
(b) words denoting the singular include the plural and vice versa;
(c) references to any statute, statutory provision, or regulation include any modification, amendment, extension, or re-enactment thereof from time to time in force;
(d) references to "US$" or "$" are to the lawful currency of the United States of America;
(e) references to "S$" are to the lawful currency of the Republic of Singapore;
(f) headings are for convenience of reference only and shall not affect the interpretation of these resolutions; and
(g) these resolutions shall be interpreted in accordance with the laws of the Republic of Singapore and the Constitution of the Company.
3. RESOLUTIONS
The sole director, having reviewed and considered the recitals and background set forth in Section 1 above, the forms and near-final drafts of the Transaction Documents presented to her, and the advice of the Company's legal counsel, and being satisfied that the transactions contemplated by these resolutions are in the best interests of the Company, hereby passes the following resolutions:
Resolution 1: Approval of Co-Issuance of the Notes
IT IS HEREBY RESOLVED that the Company's co-issuance, together with TSL, of US$400,000,000 (four hundred million United States dollars) aggregate principal amount of Senior Secured Notes due 2029, on the terms and conditions described in the recitals set forth in Section 1 above and as more fully set forth in the Indenture, be and is hereby approved.
Without limiting the generality of the foregoing, the sole director notes and confirms that:
(a) the Notes will bear interest at a rate of 8.750% per annum, payable semi-annually in arrear on April 15 and October 15 of each year, commencing on April 15, 2023;
(b) the Notes will mature on October 15, 2029;
(c) the Notes will be issued at an issue price of 98.00% of par;
(d) the Notes will be offered and sold in reliance on Rule 144A under the Securities Act and Regulation S under the Securities Act;
(e) the Notes will be issued in minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof; and
(f) the Notes are proposed to be listed on the SGX-ST.
Resolution 2: Approval and Execution of the Indenture
IT IS HEREBY RESOLVED that the form, terms, and provisions of the Indenture to be entered into among TSL and the Company (as Co-Issuers), the Guarantor Subsidiaries, VTC (as Trustee), and ACA (as Security Agent), substantially in the form presented to the sole director (marked as draft dated September 25, 2022, prepared by Calderwood & Harkness LLP), with such changes, modifications, amendments, or supplements thereto as the authorized signatories of the Company may approve (such approval to be conclusively evidenced by the execution and delivery thereof), be and are hereby approved.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to execute and deliver the Indenture on behalf of the Company, and to perform its obligations thereunder, and that the authorized signatories of the Company identified in Resolution 12 below be and are hereby authorized to execute the Indenture on behalf of the Company, whether under the Company's common seal or otherwise.
Resolution 3: Approval and Execution of the Purchase Agreement
IT IS HEREBY RESOLVED that the form, terms, and provisions of the Purchase Agreement to be entered into among the Co-Issuers, the Guarantor Subsidiaries, ABS, and HPI (as Initial Purchasers), substantially in the form presented to the sole director, with such changes, modifications, amendments, or supplements thereto as the authorized signatories of the Company may approve (such approval to be conclusively evidenced by the execution and delivery thereof), be and are hereby approved.
The sole director notes and acknowledges that:
(a) the Initial Purchaser discount payable to the Initial Purchasers under the Purchase Agreement will be 2.00% of the aggregate principal amount of the Notes, being US$8,000,000 (eight million United States dollars) in aggregate; and
(b) the issue price of the Notes will be 98.00% of par, such that the gross proceeds received by the Co-Issuers (before deduction of the Initial Purchaser discount and other fees and expenses) will be approximately US$392,000,000.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to execute and deliver the Purchase Agreement on behalf of the Company, and to perform its obligations thereunder, including without limitation the representations, warranties, covenants, and indemnification obligations of the Company set forth therein.
Resolution 4: Approval and Execution of the Registration Rights Agreement
IT IS HEREBY RESOLVED that the form, terms, and provisions of the Registration Rights Agreement to be entered into by the Co-Issuers for the benefit of the holders of the Notes, substantially in the form presented to the sole director, with such changes, modifications, amendments, or supplements thereto as the authorized signatories of the Company may approve (such approval to be conclusively evidenced by the execution and delivery thereof), be and are hereby approved.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to execute and deliver the Registration Rights Agreement on behalf of the Company, and to perform its obligations thereunder, including without limitation the obligation to use commercially reasonable efforts to consummate an exchange offer or cause a shelf registration statement to become effective within the time periods specified therein.
Resolution 5: Approval and Execution of the Intercreditor Agreement
IT IS HEREBY RESOLVED that the form, terms, and provisions of the Intercreditor Agreement to be entered into among the Co-Issuers, the Guarantor Subsidiaries, ACA (as Security Agent), and VTC (as Trustee), substantially in the form presented to the sole director, with such changes, modifications, amendments, or supplements thereto as the authorized signatories of the Company may approve (such approval to be conclusively evidenced by the execution and delivery thereof), be and are hereby approved.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to execute and deliver the Intercreditor Agreement on behalf of the Company, and to perform its obligations thereunder, including without limitation any provisions relating to the relative priorities of the Security Documents, enforcement procedures, application of enforcement proceeds, and the Company's obligations to cooperate with ACA and VTC in connection therewith.
Resolution 6: Approval and Execution of the Paying Agent and Transfer Agent Agreement
IT IS HEREBY RESOLVED that the form, terms, and provisions of the Paying Agent and Transfer Agent Agreement to be entered into between the Co-Issuers and VTC (as paying agent and transfer agent), substantially in the form presented to the sole director, with such changes, modifications, amendments, or supplements thereto as the authorized signatories of the Company may approve (such approval to be conclusively evidenced by the execution and delivery thereof), be and are hereby approved.
The sole director notes and acknowledges the following fees payable under the Paying Agent Agreement and related arrangements:
(a) Trustee Acceptance Fee: US$25,000 (twenty-five thousand United States dollars), payable to VTC upon execution of the Indenture;
(b) Trustee Annual Fee: US$15,000 (fifteen thousand United States dollars) per annum, payable to VTC in advance on each anniversary of the closing date;
(c) Security Agent Acceptance Fee: US$20,000 (twenty thousand United States dollars), payable to ACA upon execution of the Security Documents; and
(d) Security Agent Annual Fee: US$30,000 (thirty thousand United States dollars) per annum, payable to ACA in advance on each anniversary of the closing date.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to execute and deliver the Paying Agent Agreement on behalf of the Company, and to perform its obligations thereunder.
Resolution 7: Approval and Execution of the Forms of Global Notes
IT IS HEREBY RESOLVED that the forms of the following Global Notes, substantially in the form presented to the sole director and as annexed to or contemplated by the Indenture, be and are hereby approved:
(a) the Rule 144A Global Note (proposed CUSIP: 87265T AA1; proposed ISIN: US87265TAA10), to be deposited with The Depository Trust Company or its custodian; and
(b) the Regulation S Global Note (proposed ISIN: XS2498731056; proposed Common Code: 249873105), to be deposited with a common depositary for Euroclear and Clearstream
IT IS FURTHER RESOLVED that the authorized signatories of the Company identified in Resolution 12 below be and are hereby authorized to execute the forms of Global Notes on behalf of the Company, by manual or facsimile signature, and to deliver the same to VTC for authentication and delivery in accordance with the terms of the Indenture.
Resolution 8: Granting of Security — Assignment of Intercompany Loan Receivables
IT IS HEREBY RESOLVED that the Company be and is hereby authorized to execute, deliver, and perform a Deed of Assignment of Intercompany Loan Receivables (the "Intercompany Receivables Assignment"), pursuant to which the Company will assign by way of first-priority security all of its right, title, and interest in and to intercompany loan receivables in the aggregate amount of US$365,000,000 (three hundred sixty-five million United States dollars) owed to the Company by fleet-owning subsidiaries within the Thalassa group, in favor of ACA as Security Agent, for the benefit of the holders of the Notes, the Trustee, and the other secured parties under the Indenture.
The sole director notes that the intercompany loan receivables which are the subject of the Intercompany Receivables Assignment arise from intercompany loans advanced by the Company to fleet-owning subsidiaries within the Thalassa group, including, without limitation:
(a) Thalassa Dry Bulk Operations Ltd. (Malta);
(b) Thalassa Container Feeder Ltd. (Marshall Islands); and
(c) such other fleet-owning entities within the Thalassa group as are identified in the schedule to the Intercompany Receivables Assignment.
The sole director confirms that the granting of the Intercompany Receivables Assignment and the assignment of the intercompany loan receivables described herein is in the commercial interests of the Company, having regard to the fact that the Company is a wholly-owned subsidiary of TSL and will benefit directly and indirectly from the refinancing of existing indebtedness, the strengthening of the credit profile of the Thalassa group, and the availability of proceeds for fleet capital expenditures and general corporate purposes.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to take all steps necessary or desirable to perfect the security interest created by the Intercompany Receivables Assignment, including without limitation the giving of notices to the relevant fleet-owning subsidiaries and the registration of the assignment with any applicable registry.
Resolution 9: Granting of Security — Share Pledges over Guarantor Subsidiaries
IT IS HEREBY RESOLVED that, to the extent the Company holds equity interests (whether directly or indirectly) in any Guarantor Subsidiary, the Company be and is hereby authorized to execute, deliver, and perform Share Pledge Agreements in favor of ACA as Security Agent, pledging 100% of such equity interests in each relevant Guarantor Subsidiary, for the benefit of the holders of the Notes, the Trustee, and the other secured parties under the Indenture.
The form of Share Pledge Agreement for Fleet-Owning Guarantor Subsidiaries, substantially in the form presented to the sole director, with such changes, modifications, amendments, or supplements thereto as the authorized signatories of the Company may approve (such approval to be conclusively evidenced by the execution and delivery thereof), is hereby approved.
IT IS FURTHER RESOLVED that the Company be and is hereby authorized to take all steps necessary or desirable to perfect the security interests created by the Share Pledge Agreements, including without limitation the deposit of share certificates, the execution of undated stock transfer forms, the entry of notations in the relevant share registers, and the registration of the pledges with any applicable registry or governmental authority.
Resolution 10: Approval of the Offering Memorandum
IT IS HEREBY RESOLVED that the Offering Memorandum relating to the offering of the Notes, being the near-final fourth (4th) draft dated September 12, 2022, substantially in the form presented to the sole director (and any amendments or supplements thereto that may be made prior to closing with the approval of the authorized signatories), be and is hereby approved insofar as it pertains to the Company.
The sole director has reviewed the portions of the Offering Memorandum relating to the Company, including without limitation the description of the Company, its corporate structure, its role as Co-Issuer, the intercompany loan arrangements, and the security to be granted by the Company, and the sole director hereby confirms that such portions are accurate and complete in all material respects as of the date of these resolutions and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, insofar as they relate to the Company.
Resolution 11: Approval of the Investor Presentation
IT IS HEREBY RESOLVED that the investor presentation (roadshow deck), being the near-final draft dated September 19, 2022, insofar as it contains information relating to the Company, be and is hereby approved. The sole director has reviewed the portions of the investor presentation relating to the Company and is satisfied that such portions are accurate and not misleading in any material respect.
Resolution 12: Appointment of Authorized Signatories
IT IS HEREBY RESOLVED that Marina Demetriou, in her capacity as sole director of the Company and Chief Financial Officer of TSL, be and is hereby authorized to execute on behalf of the Company:
(a) all Transaction Documents (including, without limitation, the Indenture, the Purchase Agreement, the Registration Rights Agreement, the Intercreditor Agreement, the Paying Agent Agreement, the Intercompany Receivables Assignment, the Share Pledge Agreements, and any other Security Documents);
(b) the forms of Global Notes (both the Rule 144A Global Note and the Regulation S Global Note);
(c) all certificates, officer's certificates, secretary's certificates, and compliance certificates required to be delivered in connection with the offering and issuance of the Notes, including without limitation the closing certificates to be delivered on the closing date;
(d) all powers of attorney, consents, waivers, and other instruments necessary or desirable in connection with the offering and issuance of the Notes, the granting of the security interests contemplated by the Security Documents, and the consummation of the transactions contemplated by the Transaction Documents; and
(e) all other documents and instruments as may be necessary or desirable in connection with the foregoing.
Marina Demetriou is authorized to execute any of the foregoing documents either under the Company's common seal (if applicable) or by her manual or facsimile signature, as she may determine to be appropriate in the circumstances.
IT IS FURTHER RESOLVED that Marina Demetriou may delegate execution authority in respect of specific Transaction Documents or other instruments to either of the following persons, each acting as her attorney-in-fact for such specific purpose, subject in each case to prior written authorization from Marina Demetriou (which authorization may be given by email):
(a) Alexandros Theodorakis, General Counsel of TSL; or
(b) Spyros Andreou, Chief Executive Officer of TSL.
Any document executed by either Alexandros Theodorakis or Spyros Andreou on behalf of the Company pursuant to such delegation shall be as valid and binding upon the Company as if executed by Marina Demetriou personally.
Resolution 13: Authorization to Accede to Supplemental Indentures
IT IS HEREBY RESOLVED that the Company be and is hereby authorized to enter into any supplemental indenture, joinder agreement, or accession instrument contemplated by or permitted under the Indenture, including without limitation:
(a) any supplemental indenture providing for the accession of additional guarantor subsidiaries to the Indenture pursuant to a Guarantor Joinder (as defined in the Indenture);
(b) any supplemental indenture amending or supplementing the terms of the Indenture in a manner permitted thereunder without the consent of the holders of the Notes (or with such consent as may be required); and
(c) any supplemental indenture or other instrument entered into in connection with the release or substitution of Collateral Vessels or the addition of new vessels to the collateral pool, in each case as permitted under the Indenture.
IT IS FURTHER RESOLVED that the authorized signatories of the Company identified in Resolution 12 above be and are hereby authorized to execute and deliver any such supplemental indenture, joinder agreement, or accession instrument on behalf of the Company.
Resolution 14: Corporate Benefit Confirmation
IT IS HEREBY RESOLVED that the sole director, having carefully considered the terms and conditions of each of the Transaction Documents and Security Documents, the proposed use of proceeds of the Notes, and the overall benefits to the Thalassa group and to the Company in particular, hereby confirms as follows:
(a) the entry by the Company into each of the Transaction Documents and the Security Documents, and the performance by the Company of its obligations thereunder, is in the commercial interests of the Company and for the benefit of the Company;
(b) the sole director has had due and proper regard to the fact that the Company is a wholly-owned subsidiary of TSL and that the Company will benefit, both directly and indirectly, from:
(i) the refinancing of approximately US$310,000,000 in existing bilateral ship-finance indebtedness, which will result in improved maturity profile, reduced amortization pressure, and enhanced financial flexibility for the Thalassa group (including the Company);
(ii) the availability of approximately US$72,000,000 for fleet capital expenditures and general corporate purposes, which will support the maintenance and enhancement of the Collateral Vessels and the Thalassa group's earning capacity; and
(iii) the strengthening of the Thalassa group's overall credit profile and access to the international capital markets;
(c) the sole director is satisfied that the Company has received adequate consideration for its obligations under the Transaction Documents and the Security Documents, including its obligations as Co-Issuer and its granting of the security interests described in these resolutions; and
(d) the sole director is not aware of any conflict of interest, whether actual or potential, that would prevent her from approving the transactions contemplated by these resolutions.
Resolution 15: Singapore Law Compliance and Filings
IT IS HEREBY RESOLVED that any filings, lodgements, registrations, or notifications required to be made with the Accounting and Corporate Regulatory Authority of Singapore ("ACRA") or any other governmental or regulatory authority in the Republic of Singapore in connection with the transactions contemplated by the Transaction Documents, including without limitation:
(a) any registration of charges or security interests pursuant to Part VIII of the Companies Act 1967 of Singapore or such other applicable provisions;
(b) any filing of resolutions, returns, or notifications required under the Companies Act 1967 or the Company's Constitution; and
(c) any other filing, lodgement, or notification required by applicable Singapore law or regulation,
be and are hereby authorized, and the sole director approves the making of all such filings, lodgements, registrations, and notifications as may be necessary or desirable in connection with the foregoing.
IT IS FURTHER RESOLVED that Rajendra & Osman LLP be and is hereby authorized to make such filings, lodgements, registrations, and notifications on behalf of the Company with ACRA and any other relevant governmental or regulatory authority in Singapore as may be necessary or desirable in connection with the transactions contemplated by the Transaction Documents, and the Company's corporate secretary and registered agent are hereby directed to cooperate fully with Rajendra & Osman LLP in connection therewith.
Resolution 16: Listing Application
IT IS HEREBY RESOLVED that the application for the listing and quotation of the Notes on the Singapore Exchange Securities Trading Limited (SGX-ST) be and is hereby authorized, and the sole director approves the submission of all necessary listing documents, applications, undertakings, and declarations to the SGX-ST in connection therewith.
IT IS FURTHER RESOLVED that the authorized signatories of the Company identified in Resolution 12 above, and such other persons as may be designated by the sole director, be and are hereby authorized to execute and submit all listing applications, supplemental listing documents, and related correspondence on behalf of the Company in connection with the listing of the Notes on the SGX-ST, and to take all steps necessary or desirable to obtain and maintain such listing.
Resolution 17: Engagement of Advisors
IT IS HEREBY RESOLVED that the engagement of Rajendra & Osman LLP (Managing Partner: Anil Rajendra; office: 6 Battery Road, #28-01, Singapore 049909) as the Company's Singapore counsel in connection with the offering of the Notes and the transactions contemplated by the Transaction Documents, and the Company's reliance on Calderwood & Harkness LLP (Matter No. 1044-00004) as issuer's lead counsel (international) in connection therewith, be and are hereby ratified and confirmed.
The sole director notes and acknowledges that the estimated fees of Rajendra & Osman LLP in connection with their engagement as the Company's Singapore counsel are approximately S$480,000 (Singapore dollars four hundred eighty thousand), being approximately US$350,000 (United States dollars three hundred fifty thousand), exclusive of disbursements and applicable goods and services tax. The sole director is satisfied that such fees are reasonable and proportionate to the scope and complexity of the work to be performed.
Resolution 18: General Authorization
IT IS HEREBY RESOLVED that the sole director of the Company be and is hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents and instruments (whether under the Company's common seal or otherwise) as she may in her absolute discretion consider necessary, desirable, or expedient to give full force and effect to the foregoing resolutions and to complete the transactions contemplated thereby.
Without limiting the generality of the foregoing, the sole director is hereby authorized to:
(a) make any amendments, modifications, supplements, or waivers to any Transaction Document or Security Document that do not, in the sole director's judgment, materially adversely affect the Company or the Company's interests, and the execution and delivery of any such amendment, modification, supplement, or waiver shall be conclusive evidence that the sole director has determined that such amendment, modification, supplement, or waiver does not materially adversely affect the Company;