1044-00005 · Client 1044 · Correspondence/Client

client-update-bti-filing.docx DOCUMENT Finance & Banking

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CALDERWOOD & HARKNESS LLP Avenue Louise 480 1050 Brussels, Belgium

November 18, 2022

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

Mr. Nikolaos Andreadis Chairman & Chief Executive Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece

Ms. Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece

Re: BTI Application Filed — Customs Classification and Valuation Dispute C&H Matter No.: C&H-2022-ITS-04781

Dear Mr. Andreadis and Ms. Papadimitriou,

We write to provide you with a comprehensive update on the status of proceedings in the above-referenced matter. We are pleased to confirm that, on November 15, 2022, a Binding Tariff Information ("BTI") application was filed with the Hellenic Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "AADE") on behalf of Thalassa Shipping & Logistics SA ("TSL"). The application was filed by Vournas & Theodorakis Dikigiriko Grafeio, TSL's local Greek counsel, under the direction of Managing Partner Alexandros Vournas, pursuant to Article 33 of the Union Customs Code (Regulation (EU) No. 952/2013, "UCC"). AADE has acknowledged receipt of the application and has assigned it reference number BTI-GR-2022-003847. This letter sets forth the substance of the filing, the arguments advanced therein, the documentation appended in support, and the anticipated procedural timeline. We also provide updates on related workstreams, including the forthcoming administrative objections, the insurance claim, lender notification, and the ongoing expert analyses.

I. Classification Requested

The BTI application requests a binding ruling from AADE confirming that both categories of equipment at issue in this dispute are properly classified under CN 8426 19 00 — falling within heading 8426 of the Combined Nomenclature ("CN"), which covers "Ship's derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane" — at a 0% Most-Favoured-Nation ("MFN") duty rate under the Common Customs Tariff.

The application covers the following two categories of equipment:

Product 1: Twelve (12) Hailong QC-65 Super Post-Panamax Ship-to-Shore ("STS") Container Cranes. These units have a declared CIF value of €38,400,000 in aggregate (12 units × €3,200,000 per unit). The QC-65 STS cranes are large-scale, rail-mounted gantry cranes designed for the loading and unloading of containerized cargo from ultra-large container vessels at deep-water port terminals.

Product 2: Eight (8) Hailong ASC-40R Automated Stacking Cranes ("ASC systems"). These units have a declared CIF value of €28,800,000 in aggregate (8 units × €3,600,000 per unit). The ASC-40R systems are rail-mounted, fully automated stacking cranes designed for the handling and stacking of containers within the yard area of a container terminal.

Both product categories were manufactured by Hailong Heavy Industries Co., Ltd., headquartered in Ningbo, Zhejiang Province, People's Republic of China, and were shipped to TSL's container terminal facilities at the Port of Piraeus pursuant to Supply and Delivery Contract No. HHI-TSL-2019-001.

For the avoidance of doubt, the BTI application covers only the twenty (20) units described above — the same twenty units that are the subject of AADE's reclassification under Assessment Notice AADE/ADAN/2022/0073. The separate consignment of eighteen (18) Hailong rubber-tyred gantry cranes ("RTGs") delivered under Contract No. HHI-TSL-2019-002 is not in dispute. AADE has not challenged the classification of the RTGs, and they remain classified under CN 8426 41 00 without objection from any party.

II. Subheading Correction

In preparing the BTI application, we identified an inaccuracy in TSL's original customs import declarations that warrants disclosure and correction. TSL's initial declarations classified both the STS cranes and the ASC systems under CN 8426 41 00, the subheading covering "Other self-propelled machinery — On tyres." This subheading is not appropriate for the equipment in question because both the QC-65 STS gantry cranes and the ASC-40R automated stacking cranes are rail-mounted machines. They travel on steel rails embedded in the quay apron (in the case of the STS cranes) or within the yard blocks (in the case of the ASC systems). Neither product category is mounted on tyres or is otherwise self-propelled in the manner contemplated by subheading 8426 41 00.

Accordingly, in the BTI application, we have proactively corrected the subheading from CN 8426 41 00 to CN 8426 19 00, which covers "Other overhead travelling cranes, transporter cranes, gantry cranes, bridge cranes, mobile lifting frames and straddle carriers — Other." This is the correct subheading for rail-mounted gantry cranes of the type at issue.

It is important to emphasize that this subheading correction has no duty impact whatsoever. All subheadings within heading 8426 of the Combined Nomenclature carry a 0% MFN duty rate under the Common Customs Tariff. TSL's duty liability does not change as a result of this correction. The sole question of consequence in this dispute is whether the equipment is properly classified at the heading level under heading 8426 (cranes, 0% duty) or heading 8428 (other lifting, handling, loading, or unloading machinery, with certain subheadings carrying positive duty rates), as AADE has asserted.

We have chosen to make this correction proactively for several reasons. First, accuracy in customs declarations is a legal obligation under the UCC, and TSL benefits from demonstrating its commitment to compliance. Second, by voluntarily identifying and correcting this subheading error, TSL bolsters its credibility before AADE and any reviewing authority, including DG TAXUD or the Court of Justice of the European Union ("CJEU"), should the matter escalate. Third, this good-faith correction materially supports our penalty mitigation arguments in the administrative objection proceedings, where we will argue that TSL acted without intent to evade duties and has cooperated fully with the customs authorities.

III. Supporting Documentation

The BTI application is supported by an extensive evidentiary and legal record. The following annexes have been submitted to AADE alongside the application:

Annex B — Technical Annex. This annex provides detailed structural and functional descriptions of both the Hailong QC-65 STS gantry cranes and the Hailong ASC-40R automated stacking cranes. The Technical Annex includes the following:

• Full technical specifications for each product category, including outreach dimensions, safe working load ("SWL") ratings, rail gauge, mounting type, hoist mechanism specifications, trolley travel parameters, and automation level designations.

• High-resolution photographs of the equipment as installed and operational at TSL's Piraeus container terminal, demonstrating the physical configuration, rail mounting, gantry portal frame structure, and wire rope hoist systems of each machine.

• A comparative analysis demonstrating that both the STS cranes and the ASC systems share the defining mechanical characteristics of cranes within the meaning of heading 8426: namely, (i) the use of wire rope hoist systems as the primary lifting mechanism, (ii) the suspension of a load-handling device (in this case, a container spreader) from a trolley that travels along a horizontal boom or crossbeam, and (iii) the use of a gantry portal frame structure supported on rails. These are the essential, objective, physical characteristics that define a "crane" as distinguished from other categories of lifting or handling machinery.

Annex C — Legal Argument Annex. This annex contains a comprehensive legal brief setting out the classification arguments in full. The brief applies the following interpretive framework:

• General Interpretive Rule ("GIR") 1 of the Harmonized System: classification is determined by the terms of the headings and any relative Section or Chapter Notes. The text of heading 8426 specifically covers "cranes," and both products are cranes in the ordinary and technical sense of the word.

• GIR 3(a): where goods are prima facie classifiable under two or more headings, the heading that provides the most specific description is to be preferred. Heading 8426 specifically names "cranes," while heading 8428 is a residual or "basket" heading that covers "other lifting, handling, loading, or unloading machinery" not elsewhere specified or included. Under the hierarchy established by GIR 3(a), the specific heading prevails over the residual heading.

• GIR 6: classification within subheadings follows the same principles as classification at the heading level, applied mutatis mutandis.

• Section XVI, Note 3 of the Combined Nomenclature: where a composite machine or a machine capable of performing two or more functions is classifiable under two or more headings, it is classified under the heading that corresponds to the principal function of the machine. Both product categories have the principal function of lifting (craning) containers, which is the function described by heading 8426.

• Explanatory Notes to headings 8426 and 8428 of the Harmonized System, issued by the World Customs Organization. The Explanatory Notes to heading 8426 describe, inter alia, gantry cranes and overhead travelling cranes of the type at issue. The Explanatory Notes to heading 8428 describe residual categories of handling machinery that do not fall within the preceding, more specific headings.

• Relevant jurisprudence of the Court of Justice of the European Union ("CJEU"), including decisions addressing the classification of automated or computer-controlled machinery and the principle that heading-level classification is determined by objective physical characteristics at the time of importation.

The Legal Argument Annex argues, in particular, that the degree of automation of a machine's control system is irrelevant to its classification at the heading level under heading 8426. The Combined Nomenclature does not condition the term "crane" on the presence or absence of human operator control, nor does it distinguish between manual, semi-automated, and fully automated machines within heading 8426. A crane does not cease to be a crane merely because its hoist, trolley, and gantry movements are directed by a computer rather than a human operator sitting in a cab.

Annex D — Expert Opinion of Dr. Lukas Brenner. This annex contains an independent expert opinion prepared by Dr. Lukas Brenner, Managing Director of Argonaut Trade Consulting GmbH, based in Berlin, Germany. Dr. Brenner is a leading authority on customs classification of industrial machinery and served as a member of the World Customs Organization's Harmonized System Committee from 2008 to 2016. In his expert opinion, Dr. Brenner concludes that both the QC-65 STS gantry cranes and the ASC-40R automated stacking cranes are properly classified as "cranes" within heading 8426 of the Combined Nomenclature. Dr. Brenner further concludes that the automation of the control system — whether full automation in the case of the ASC-40R or semi-automation in the case of the QC-65 — does not affect the classification analysis, because classification is determined by the machine's objective mechanical characteristics and principal function, not by the means through which that function is controlled or directed.

Annex E — Dutch BTI Ruling NL-BTI-2021-01234. This annex includes a certified copy of BTI ruling NL-BTI-2021-01234, issued by the Netherlands customs authority (Douane Nederland) on June 14, 2021. This ruling classified substantially similar STS container cranes and ASC-type automated stacking crane systems under CN 8426 19 00. Critically, the Dutch ruling expressly considered and rejected the argument — now advanced by AADE — that the automation of the cranes' control systems changes their classification from heading 8426 to heading 8428. The Dutch ruling found that the automated cranes retained all of the essential physical and functional characteristics of cranes and that automation of the control mechanism did not alter the nature of the machine at the heading level. While Dutch BTI rulings are not legally binding on AADE, they carry persuasive authority as evidence of classification practice within the European Union.

Annex F — German BTI Ruling DE-BTI-2020-05678 with TSL's Rebuttal. This annex includes a certified copy of BTI ruling DE-BTI-2020-05678, issued by the Hauptzollamt Hamburg-Hafen on September 3, 2020. This is the ruling that AADE has relied upon in its Assessment Notice as a comparator supporting the reclassification of the equipment to CN 8428 90 90. The German ruling classified an ASC-type automated stacking crane system under CN 8428 90 90, reasoning that the fully automated nature of the system removed it from the scope of heading 8426 and placed it within the residual heading 8428. We have included this adverse ruling in the application in the interest of full disclosure, together with a detailed point-by-point rebuttal of its reasoning. Our rebuttal argues, inter alia, that the German ruling (i) misapplied GIR 1 by reading a limitation into the heading text that does not exist, (ii) failed to apply GIR 3(a) at all, (iii) conflated the means of control with the nature of the machine, and (iv) is inconsistent with the subsequent Dutch ruling and with CJEU jurisprudence on the classification of automated machinery.

Annexes G & H — Manufacturer Documentation. These annexes contain official product brochures and technical data sheets provided by Hailong Heavy Industries Co., Ltd. for the QC-65 STS gantry cranes (Annex G) and the ASC-40R automated stacking cranes (Annex H). These materials include engineering diagrams, dimensional drawings, performance specifications, and photographs of the equipment as manufactured and as installed at TSL's Piraeus terminal facilities. The manufacturer's own documentation consistently refers to both products as "cranes" and describes their function in terms of lifting and placing containers — the core function of heading 8426 machinery.

IV. Key Arguments in the Application

For your awareness, we set out below a brief summary of the principal arguments advanced in the BTI application. These arguments are developed at length in the Legal Argument Annex (Annex C) and are supported by the Technical Annex (Annex B) and the expert opinion of Dr. Brenner (Annex D).

GIR 1 — Heading Text. Both the QC-65 STS gantry cranes and the ASC-40R automated stacking cranes are "cranes" in the ordinary and technical sense of that word. They lift loads vertically by means of wire ropes and a spreader mechanism suspended from a trolley travelling on a horizontal boom (in the case of the STS cranes) or a gantry crossbeam (in the case of the ASC systems). The loads are then transported horizontally along the boom or crossbeam to the desired placement point and lowered. This is the defining characteristic of a crane. Heading 8426 specifically covers "cranes, including cable cranes," and both products fall squarely within that description. Classification under heading 8426 is therefore mandated by GIR 1 as a matter of the plain text of the heading.

GIR 3(a) — Most Specific Description. Even if one were to accept, arguendo, that the equipment could be prima facie classifiable under both heading 8426 and heading 8428, the classification dispute is resolved by GIR 3(a). Heading 8426 specifically names "cranes" and describes the type of machinery at issue with particularity. Heading 8428, by contrast, is a residual or "basket" heading that covers "other lifting, handling, loading, or unloading machinery" — that is, machinery not elsewhere specified or included in the preceding headings of Chapter 84. Under the well-established principle codified in GIR 3(a), the heading that provides the most specific description of the goods prevails over the general or residual heading. Because heading 8426 specifically names the goods at issue and heading 8428 does not, heading 8426 must prevail.

Automation Is Irrelevant to Heading Classification. The Combined Nomenclature does not distinguish between manual, semi-automated, and fully automated machines within heading 8426. The heading text refers to "cranes" without qualification as to the means of control. Classification under the Harmonized System and the Combined Nomenclature is based on the machine's objective physical characteristics at the time of importation — not on the degree of computerized control over the machine's movements. A crane operated by a human sitting in a cab and a crane operated by a centralized terminal operating system are both cranes. The CJEU has consistently held that the presence of computer control does not, by itself, change the essential character of a machine for classification purposes. The German BTI ruling (DE-BTI-2020-05678) erred precisely in conflating the means of control with the nature of the machine.

STS Cranes vs. ASC Systems — Relative Strength of Arguments. We note for your information that the two product categories present somewhat different levels of classification risk. The STS gantry cranes present the stronger case for classification under heading 8426. These are massive, visually recognizable ship-to-shore container cranes of a type universally understood — in industry, in trade, and in common parlance — to be "cranes." Notably, AADE's own principal comparator ruling, the German BTI ruling DE-BTI-2020-05678, addressed only ASC-type automated stacking crane systems. The German ruling did not challenge the classification of STS container cranes under heading 8426, and we are not aware of any BTI ruling or CJEU decision that has done so.

The ASC systems present a closer question, primarily because their fully automated operation and their yard-based (rather than quayside) function make them visually and operationally distinct from traditional cranes in the perception of some customs authorities. Nevertheless, we are confident that the ASC systems are properly classified under heading 8426 given their identical core mechanical architecture to the STS cranes: wire rope hoist systems, a trolley travelling on a crossbeam, a gantry portal frame structure, and a container spreader as the load-handling device. These are the objective, physical characteristics that determine classification, and they are the characteristics of a crane.

V. Expected Processing Timeline and Potential DG TAXUD Referral

Under AADE's standard processing procedures, a BTI application should be decided within 60 to 120 days of filing. Based on the November 15, 2022 filing date, this would place the expected decision window at approximately January to March 2023 under normal circumstances.

However, we wish to alert you to a significant procedural development that may extend this timeline considerably. Given the existence of divergent BTI rulings across European Union member states on the classification of substantially similar goods — specifically, the Dutch ruling (NL-BTI-2021-01234) classifying such equipment under heading 8426 and the German ruling (DE-BTI-2020-05678) classifying an ASC system under heading 8428 — there is a significant likelihood that AADE will refer the BTI application to the European Commission's Directorate-General for Taxation and Customs Union ("DG TAXUD") for consultation.

This referral mechanism is governed by Article 34(10) of the Union Customs Code, which requires customs authorities to consult with the European Commission when they become aware that BTI rulings issued by customs authorities in different member states have classified substantially similar goods under different tariff headings. The purpose of the consultation is to ensure uniform application of the Common Customs Tariff across the European Union. AADE is almost certainly aware of the divergent Dutch and German rulings, given that we have ourselves disclosed both rulings in the BTI application, and it is reasonable to expect that AADE will invoke the Article 34(10) consultation procedure rather than issue a ruling that would add a third, potentially inconsistent, national position.

If referred to DG TAXUD, the process may take substantially longer than the standard 60-to-120-day window. Based on historical precedent, DG TAXUD consultations on contested classification questions of this nature typically require 12 to 24 months to resolve. The duration depends on the complexity of the technical issues, the degree of disagreement among member state authorities, and DG TAXUD's internal workload and prioritization.

Upon receiving a referral under Article 34(10), DG TAXUD may take one or more of the following actions:

1. Issue an advisory opinion to AADE setting out DG TAXUD's view of the correct classification, which AADE would then be expected (though not strictly required) to follow in issuing its BTI ruling.

2. Initiate proceedings to adopt a classification regulation under Article 57(4) of the UCC, which would establish a binding, uniform classification of the goods across all member states. Such a regulation, once adopted and published in the Official Journal of the European Union, would supersede any inconsistent national BTI rulings, including the German ruling.

3. Refer the matter to the Customs Code Committee (the comitology committee established under Article 285 of the UCC) for deliberation and opinion before taking further action.

We are preparing for this contingency. Should AADE refer the BTI application to DG TAXUD, we will be ready to submit supplemental briefing directly to DG TAXUD in support of TSL's classification position. We have already begun identifying potential contacts within DG TAXUD's Customs Legislation and Policy unit and will coordinate with local Greek counsel to ensure that TSL's interests are fully represented at every stage of the consultation process.

We will notify you promptly if and when a DG TAXUD referral is made, and we will provide a revised timeline and strategic assessment at that time.

VI. Administrative Objections

Separately from the BTI application, we are finalizing the administrative objections to both of AADE's Assessment Notices. These objections will be filed on November 30, 2022 — within the 30-day statutory deadline — by Alexandros Vournas on TSL's behalf with AADE's Directorate of Resolution of Disputes (Διεύθυνση Επίλυσης Διαφορών, "DED"). The two objections address the following:

Objection to Assessment Notice AADE/ADAN/2022/0073 (Classification). This objection challenges AADE's reclassification of the twenty (20) STS cranes and ASC systems from CN 8426 to CN 8428 90 90 and the resulting additional customs duty assessment of €1,478,400. The objection will argue that the reclassification is legally and factually unfounded for the reasons set out in the BTI application and summarized in Section IV of this letter. The objection will incorporate by reference the legal arguments, technical analysis, and expert opinion submitted with the BTI application.

Objection to Assessment Notice AADE/ADAN/2022/0074 (Valuation). This objection challenges AADE's customs valuation adjustment of €9,940,000 and the resulting additional duty assessment of €218,680. AADE's valuation adjustment is based on its determination that three categories of payments should have been included in the declared customs value of the imported equipment: (i) technology license fees in the amount of €4,900,000 paid to Hailong under the Technology License Agreement; (ii) Nereus Maritime Advisory Ltd. procurement coordination fees in the amount of €2,940,000; and (iii) commissioning services fees in the amount of €2,100,000. The objection will argue that these payments were not properly dutiable — the technology license fees relate to post-importation use of the technology rather than to the imported goods themselves, the Nereus fees represent a non-dutiable buying commission, and the commissioning services were performed after importation and do not form part of the transaction value.

Both objections will request that the DED suspend its proceedings pending the outcome of the BTI application. This request is grounded in the principle of administrative efficiency and the avoidance of inconsistent outcomes: if AADE issues a BTI ruling confirming classification under heading 8426, the classification objection becomes moot; if the BTI ruling addresses the classification question differently, the DED proceedings can be tailored accordingly. We believe this suspension request has a reasonable prospect of being granted, though we cannot guarantee it.

VII. Other Updates

We provide the following updates on related workstreams:

Insurance Claim Status. The claim notice under TSL's financial lines insurance policy was filed with Oceanos Underwriters SA via Aether Insurance Brokers Limited on October 15, 2022. The policy at issue is Financial Lines Policy No. OCU-FIN-2021-GR-0487, which includes a customs and excise sublimit of €3,000,000, subject to a retention (deductible) of €250,000. The claim notice puts Oceanos on notice of the potential liability arising from the AADE Assessment Notices and reserves TSL's rights under the policy, including with respect to defense costs and any ultimate duty or penalty liability. We expect Oceanos Underwriters' initial response — which may include a reservation of rights letter or a request for additional information — within the coming weeks. We will keep you apprised of developments on this front.

Lender Notification. As previously reported, material litigation disclosure was provided to Compass Maritime Bank SA on October 3, 2022, through Andreas Papathanasiou, TSL's Relationship Manager at the bank. This disclosure was made pursuant to Section 6.2(d) of the €75,000,000 revolving credit facility agreement between TSL and Compass Maritime Bank, which requires TSL to disclose to the lender any threatened or pending litigation, arbitration, or administrative proceedings in which the amount in controversy exceeds a disclosure threshold of €2,000,000. The combined amount in controversy across both Assessment Notices (€1,478,400 in classification duties plus €218,680 in valuation duties, together with potential penalties and interest) exceeds this threshold. Compass Maritime Bank has acknowledged receipt of the disclosure, and we do not anticipate any adverse action by the bank at this stage, though we will continue to monitor the situation and provide supplemental disclosures as warranted.

Expert Work in Progress. Both expert engagements are progressing on schedule:

• Argonaut Trade Consulting GmbH (Dr. Lukas Brenner): As noted above, Dr. Brenner's customs classification expert opinion has been completed and was submitted with the BTI application as Annex D. Dr. Brenner remains available for supplemental analysis should DG TAXUD request additional technical input or should the matter proceed to litigation.

• Kestrel & Palladian LLP (Spyros Makris, Partner): Kestrel & Palladian is continuing its analysis of the customs valuation issues, with particular focus on (i) the proper characterization of the Nereus Maritime Advisory Ltd. procurement coordination fees as buying commissions excludable from transaction value under Article 72(a) of the UCC, and (ii) the treatment of the technology license fees under Article 71(1)(c) of the UCC. Kestrel & Palladian is preparing a customs valuation report and a functional analysis report ("FAR") of Nereus's activities to support TSL's position that Nereus acted as TSL's buying agent rather than as an intermediary or seller's agent. The draft reports are expected by mid-December 2022, and we will circulate them to you for review upon receipt.

VIII. Next Steps

Looking ahead, the following action items and milestones are on the immediate horizon:

1. Monitor BTI processing. We will closely monitor AADE's processing of the BTI application (reference BTI-GR-2022-003847) and remain vigilant for any indication that AADE intends to refer the matter to DG TAXUD under Article 34(10) of the UCC. We will notify you immediately if a referral occurs and will provide a revised strategic assessment and timeline.

2. File administrative objections. Both administrative objections (to Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074) will be finalized and filed with AADE's Directorate of Resolution of Disputes on November 30, 2022. We will circulate the final objections to you in advance of filing for your records.

3. Continue factual development. We will continue developing the factual record in support of TSL's valuation defenses, with particular focus on the activities and role of Nereus Maritime Advisory Ltd. in the procurement process and the scope and purpose of the Technology License Agreement with Hailong. This work will inform Kestrel & Palladian's valuation report and FAR analysis and will be essential to the valuation objection proceedings before the DED.

4. Await Oceanos Underwriters' response. We will follow up with Aether Insurance Brokers as needed to ensure a timely response from Oceanos Underwriters to the October 15, 2022 claim notice.

5. Quarterly client check-in. We propose to schedule a quarterly check-in call or meeting to provide TSL's management team with a comprehensive status update across all workstreams. We will coordinate with your offices to identify a mutually convenient date in late January or early February 2023.

We will, of course, keep you informed of all material developments as they arise and will not wait for the quarterly check-in to communicate time-sensitive updates. Please do not hesitate to contact us with any questions, concerns, or additional instructions.

The principal point of contact for this matter remains Christy Bauer, Senior Associate (christy.bauer@calderwoodharkness.com). Copies of this letter and all related correspondence are being provided to James Prentice, Partner (james.prentice@calderwoodharkness.com), and Garrett Simmons, Associate (garrett.simmons@calderwoodharkness.com), both of whom are available to assist.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Christy Bauer Senior Associate

cc:

James Prentice, Partner, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION This letter and its contents are subject to attorney-client privilege and are intended solely for the use of the addressees named above. If you have received this communication in error, please notify the sender immediately and destroy all copies.

CALDERWOOD & HARKNESS LLP Avenue Louise 480 1050 Brussels, Belgium
November 18, 2022
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
Mr. Nikolaos Andreadis Chairman & Chief Executive Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece
Ms. Elena Papadimitriou Chief Financial Officer Thalassa Shipping & Logistics SA 47 Akti Miaouli 185 35 Piraeus, Greece
Re: BTI Application Filed — Customs Classification and Valuation Dispute C&H Matter No.: C&H-2022-ITS-04781
Dear Mr. Andreadis and Ms. Papadimitriou,
We write to provide you with a comprehensive update on the status of proceedings in the above-referenced matter. We are pleased to confirm that, on November 15, 2022, a Binding Tariff Information ("BTI") application was filed with the Hellenic Independent Authority for Public Revenue (Ανεξάρτητη Αρχή Δημοσίων Εσόδων, "AADE") on behalf of Thalassa Shipping & Logistics SA ("TSL"). The application was filed by Vournas & Theodorakis Dikigiriko Grafeio, TSL's local Greek counsel, under the direction of Managing Partner Alexandros Vournas, pursuant to Article 33 of the Union Customs Code (Regulation (EU) No. 952/2013, "UCC"). AADE has acknowledged receipt of the application and has assigned it reference number BTI-GR-2022-003847. This letter sets forth the substance of the filing, the arguments advanced therein, the documentation appended in support, and the anticipated procedural timeline. We also provide updates on related workstreams, including the forthcoming administrative objections, the insurance claim, lender notification, and the ongoing expert analyses.
I. Classification Requested
The BTI application requests a binding ruling from AADE confirming that both categories of equipment at issue in this dispute are properly classified under CN 8426 19 00 — falling within heading 8426 of the Combined Nomenclature ("CN"), which covers "Ship's derricks; cranes, including cable cranes; mobile lifting frames, straddle carriers and works trucks fitted with a crane" — at a 0% Most-Favoured-Nation ("MFN") duty rate under the Common Customs Tariff.
The application covers the following two categories of equipment:
Product 1: Twelve (12) Hailong QC-65 Super Post-Panamax Ship-to-Shore ("STS") Container Cranes. These units have a declared CIF value of €38,400,000 in aggregate (12 units × €3,200,000 per unit). The QC-65 STS cranes are large-scale, rail-mounted gantry cranes designed for the loading and unloading of containerized cargo from ultra-large container vessels at deep-water port terminals.
Product 2: Eight (8) Hailong ASC-40R Automated Stacking Cranes ("ASC systems"). These units have a declared CIF value of €28,800,000 in aggregate (8 units × €3,600,000 per unit). The ASC-40R systems are rail-mounted, fully automated stacking cranes designed for the handling and stacking of containers within the yard area of a container terminal.
Both product categories were manufactured by Hailong Heavy Industries Co., Ltd., headquartered in Ningbo, Zhejiang Province, People's Republic of China, and were shipped to TSL's container terminal facilities at the Port of Piraeus pursuant to Supply and Delivery Contract No. HHI-TSL-2019-001.
For the avoidance of doubt, the BTI application covers only the twenty (20) units described above — the same twenty units that are the subject of AADE's reclassification under Assessment Notice AADE/ADAN/2022/0073. The separate consignment of eighteen (18) Hailong rubber-tyred gantry cranes ("RTGs") delivered under Contract No. HHI-TSL-2019-002 is not in dispute. AADE has not challenged the classification of the RTGs, and they remain classified under CN 8426 41 00 without objection from any party.
II. Subheading Correction
In preparing the BTI application, we identified an inaccuracy in TSL's original customs import declarations that warrants disclosure and correction. TSL's initial declarations classified both the STS cranes and the ASC systems under CN 8426 41 00, the subheading covering "Other self-propelled machinery — On tyres." This subheading is not appropriate for the equipment in question because both the QC-65 STS gantry cranes and the ASC-40R automated stacking cranes are rail-mounted machines. They travel on steel rails embedded in the quay apron (in the case of the STS cranes) or within the yard blocks (in the case of the ASC systems). Neither product category is mounted on tyres or is otherwise self-propelled in the manner contemplated by subheading 8426 41 00.
Accordingly, in the BTI application, we have proactively corrected the subheading from CN 8426 41 00 to CN 8426 19 00, which covers "Other overhead travelling cranes, transporter cranes, gantry cranes, bridge cranes, mobile lifting frames and straddle carriers — Other." This is the correct subheading for rail-mounted gantry cranes of the type at issue.
It is important to emphasize that this subheading correction has no duty impact whatsoever. All subheadings within heading 8426 of the Combined Nomenclature carry a 0% MFN duty rate under the Common Customs Tariff. TSL's duty liability does not change as a result of this correction. The sole question of consequence in this dispute is whether the equipment is properly classified at the heading level under heading 8426 (cranes, 0% duty) or heading 8428 (other lifting, handling, loading, or unloading machinery, with certain subheadings carrying positive duty rates), as AADE has asserted.
We have chosen to make this correction proactively for several reasons. First, accuracy in customs declarations is a legal obligation under the UCC, and TSL benefits from demonstrating its commitment to compliance. Second, by voluntarily identifying and correcting this subheading error, TSL bolsters its credibility before AADE and any reviewing authority, including DG TAXUD or the Court of Justice of the European Union ("CJEU"), should the matter escalate. Third, this good-faith correction materially supports our penalty mitigation arguments in the administrative objection proceedings, where we will argue that TSL acted without intent to evade duties and has cooperated fully with the customs authorities.
III. Supporting Documentation
The BTI application is supported by an extensive evidentiary and legal record. The following annexes have been submitted to AADE alongside the application:
Annex B — Technical Annex. This annex provides detailed structural and functional descriptions of both the Hailong QC-65 STS gantry cranes and the Hailong ASC-40R automated stacking cranes. The Technical Annex includes the following:
• Full technical specifications for each product category, including outreach dimensions, safe working load ("SWL") ratings, rail gauge, mounting type, hoist mechanism specifications, trolley travel parameters, and automation level designations.
• High-resolution photographs of the equipment as installed and operational at TSL's Piraeus container terminal, demonstrating the physical configuration, rail mounting, gantry portal frame structure, and wire rope hoist systems of each machine.
• A comparative analysis demonstrating that both the STS cranes and the ASC systems share the defining mechanical characteristics of cranes within the meaning of heading 8426: namely, (i) the use of wire rope hoist systems as the primary lifting mechanism, (ii) the suspension of a load-handling device (in this case, a container spreader) from a trolley that travels along a horizontal boom or crossbeam, and (iii) the use of a gantry portal frame structure supported on rails. These are the essential, objective, physical characteristics that define a "crane" as distinguished from other categories of lifting or handling machinery.
Annex C — Legal Argument Annex. This annex contains a comprehensive legal brief setting out the classification arguments in full. The brief applies the following interpretive framework:
• General Interpretive Rule ("GIR") 1 of the Harmonized System: classification is determined by the terms of the headings and any relative Section or Chapter Notes. The text of heading 8426 specifically covers "cranes," and both products are cranes in the ordinary and technical sense of the word.
• GIR 3(a): where goods are prima facie classifiable under two or more headings, the heading that provides the most specific description is to be preferred. Heading 8426 specifically names "cranes," while heading 8428 is a residual or "basket" heading that covers "other lifting, handling, loading, or unloading machinery" not elsewhere specified or included. Under the hierarchy established by GIR 3(a), the specific heading prevails over the residual heading.
• GIR 6: classification within subheadings follows the same principles as classification at the heading level, applied mutatis mutandis.
• Section XVI, Note 3 of the Combined Nomenclature: where a composite machine or a machine capable of performing two or more functions is classifiable under two or more headings, it is classified under the heading that corresponds to the principal function of the machine. Both product categories have the principal function of lifting (craning) containers, which is the function described by heading 8426.
• Explanatory Notes to headings 8426 and 8428 of the Harmonized System, issued by the World Customs Organization. The Explanatory Notes to heading 8426 describe, inter alia, gantry cranes and overhead travelling cranes of the type at issue. The Explanatory Notes to heading 8428 describe residual categories of handling machinery that do not fall within the preceding, more specific headings.
• Relevant jurisprudence of the Court of Justice of the European Union ("CJEU"), including decisions addressing the classification of automated or computer-controlled machinery and the principle that heading-level classification is determined by objective physical characteristics at the time of importation.
The Legal Argument Annex argues, in particular, that the degree of automation of a machine's control system is irrelevant to its classification at the heading level under heading 8426. The Combined Nomenclature does not condition the term "crane" on the presence or absence of human operator control, nor does it distinguish between manual, semi-automated, and fully automated machines within heading 8426. A crane does not cease to be a crane merely because its hoist, trolley, and gantry movements are directed by a computer rather than a human operator sitting in a cab.
Annex D — Expert Opinion of Dr. Lukas Brenner. This annex contains an independent expert opinion prepared by Dr. Lukas Brenner, Managing Director of Argonaut Trade Consulting GmbH, based in Berlin, Germany. Dr. Brenner is a leading authority on customs classification of industrial machinery and served as a member of the World Customs Organization's Harmonized System Committee from 2008 to 2016. In his expert opinion, Dr. Brenner concludes that both the QC-65 STS gantry cranes and the ASC-40R automated stacking cranes are properly classified as "cranes" within heading 8426 of the Combined Nomenclature. Dr. Brenner further concludes that the automation of the control system — whether full automation in the case of the ASC-40R or semi-automation in the case of the QC-65 — does not affect the classification analysis, because classification is determined by the machine's objective mechanical characteristics and principal function, not by the means through which that function is controlled or directed.
Annex E — Dutch BTI Ruling NL-BTI-2021-01234. This annex includes a certified copy of BTI ruling NL-BTI-2021-01234, issued by the Netherlands customs authority (Douane Nederland) on June 14, 2021. This ruling classified substantially similar STS container cranes and ASC-type automated stacking crane systems under CN 8426 19 00. Critically, the Dutch ruling expressly considered and rejected the argument — now advanced by AADE — that the automation of the cranes' control systems changes their classification from heading 8426 to heading 8428. The Dutch ruling found that the automated cranes retained all of the essential physical and functional characteristics of cranes and that automation of the control mechanism did not alter the nature of the machine at the heading level. While Dutch BTI rulings are not legally binding on AADE, they carry persuasive authority as evidence of classification practice within the European Union.
Annex F — German BTI Ruling DE-BTI-2020-05678 with TSL's Rebuttal. This annex includes a certified copy of BTI ruling DE-BTI-2020-05678, issued by the Hauptzollamt Hamburg-Hafen on September 3, 2020. This is the ruling that AADE has relied upon in its Assessment Notice as a comparator supporting the reclassification of the equipment to CN 8428 90 90. The German ruling classified an ASC-type automated stacking crane system under CN 8428 90 90, reasoning that the fully automated nature of the system removed it from the scope of heading 8426 and placed it within the residual heading 8428. We have included this adverse ruling in the application in the interest of full disclosure, together with a detailed point-by-point rebuttal of its reasoning. Our rebuttal argues, inter alia, that the German ruling (i) misapplied GIR 1 by reading a limitation into the heading text that does not exist, (ii) failed to apply GIR 3(a) at all, (iii) conflated the means of control with the nature of the machine, and (iv) is inconsistent with the subsequent Dutch ruling and with CJEU jurisprudence on the classification of automated machinery.
Annexes G & H — Manufacturer Documentation. These annexes contain official product brochures and technical data sheets provided by Hailong Heavy Industries Co., Ltd. for the QC-65 STS gantry cranes (Annex G) and the ASC-40R automated stacking cranes (Annex H). These materials include engineering diagrams, dimensional drawings, performance specifications, and photographs of the equipment as manufactured and as installed at TSL's Piraeus terminal facilities. The manufacturer's own documentation consistently refers to both products as "cranes" and describes their function in terms of lifting and placing containers — the core function of heading 8426 machinery.
IV. Key Arguments in the Application
For your awareness, we set out below a brief summary of the principal arguments advanced in the BTI application. These arguments are developed at length in the Legal Argument Annex (Annex C) and are supported by the Technical Annex (Annex B) and the expert opinion of Dr. Brenner (Annex D).
GIR 1 — Heading Text. Both the QC-65 STS gantry cranes and the ASC-40R automated stacking cranes are "cranes" in the ordinary and technical sense of that word. They lift loads vertically by means of wire ropes and a spreader mechanism suspended from a trolley travelling on a horizontal boom (in the case of the STS cranes) or a gantry crossbeam (in the case of the ASC systems). The loads are then transported horizontally along the boom or crossbeam to the desired placement point and lowered. This is the defining characteristic of a crane. Heading 8426 specifically covers "cranes, including cable cranes," and both products fall squarely within that description. Classification under heading 8426 is therefore mandated by GIR 1 as a matter of the plain text of the heading.
GIR 3(a) — Most Specific Description. Even if one were to accept, arguendo, that the equipment could be prima facie classifiable under both heading 8426 and heading 8428, the classification dispute is resolved by GIR 3(a). Heading 8426 specifically names "cranes" and describes the type of machinery at issue with particularity. Heading 8428, by contrast, is a residual or "basket" heading that covers "other lifting, handling, loading, or unloading machinery" — that is, machinery not elsewhere specified or included in the preceding headings of Chapter 84. Under the well-established principle codified in GIR 3(a), the heading that provides the most specific description of the goods prevails over the general or residual heading. Because heading 8426 specifically names the goods at issue and heading 8428 does not, heading 8426 must prevail.
Automation Is Irrelevant to Heading Classification. The Combined Nomenclature does not distinguish between manual, semi-automated, and fully automated machines within heading 8426. The heading text refers to "cranes" without qualification as to the means of control. Classification under the Harmonized System and the Combined Nomenclature is based on the machine's objective physical characteristics at the time of importation — not on the degree of computerized control over the machine's movements. A crane operated by a human sitting in a cab and a crane operated by a centralized terminal operating system are both cranes. The CJEU has consistently held that the presence of computer control does not, by itself, change the essential character of a machine for classification purposes. The German BTI ruling (DE-BTI-2020-05678) erred precisely in conflating the means of control with the nature of the machine.
STS Cranes vs. ASC Systems — Relative Strength of Arguments. We note for your information that the two product categories present somewhat different levels of classification risk. The STS gantry cranes present the stronger case for classification under heading 8426. These are massive, visually recognizable ship-to-shore container cranes of a type universally understood — in industry, in trade, and in common parlance — to be "cranes." Notably, AADE's own principal comparator ruling, the German BTI ruling DE-BTI-2020-05678, addressed only ASC-type automated stacking crane systems. The German ruling did not challenge the classification of STS container cranes under heading 8426, and we are not aware of any BTI ruling or CJEU decision that has done so.
The ASC systems present a closer question, primarily because their fully automated operation and their yard-based (rather than quayside) function make them visually and operationally distinct from traditional cranes in the perception of some customs authorities. Nevertheless, we are confident that the ASC systems are properly classified under heading 8426 given their identical core mechanical architecture to the STS cranes: wire rope hoist systems, a trolley travelling on a crossbeam, a gantry portal frame structure, and a container spreader as the load-handling device. These are the objective, physical characteristics that determine classification, and they are the characteristics of a crane.
V. Expected Processing Timeline and Potential DG TAXUD Referral
Under AADE's standard processing procedures, a BTI application should be decided within 60 to 120 days of filing. Based on the November 15, 2022 filing date, this would place the expected decision window at approximately January to March 2023 under normal circumstances.
However, we wish to alert you to a significant procedural development that may extend this timeline considerably. Given the existence of divergent BTI rulings across European Union member states on the classification of substantially similar goods — specifically, the Dutch ruling (NL-BTI-2021-01234) classifying such equipment under heading 8426 and the German ruling (DE-BTI-2020-05678) classifying an ASC system under heading 8428 — there is a significant likelihood that AADE will refer the BTI application to the European Commission's Directorate-General for Taxation and Customs Union ("DG TAXUD") for consultation.
This referral mechanism is governed by Article 34(10) of the Union Customs Code, which requires customs authorities to consult with the European Commission when they become aware that BTI rulings issued by customs authorities in different member states have classified substantially similar goods under different tariff headings. The purpose of the consultation is to ensure uniform application of the Common Customs Tariff across the European Union. AADE is almost certainly aware of the divergent Dutch and German rulings, given that we have ourselves disclosed both rulings in the BTI application, and it is reasonable to expect that AADE will invoke the Article 34(10) consultation procedure rather than issue a ruling that would add a third, potentially inconsistent, national position.
If referred to DG TAXUD, the process may take substantially longer than the standard 60-to-120-day window. Based on historical precedent, DG TAXUD consultations on contested classification questions of this nature typically require 12 to 24 months to resolve. The duration depends on the complexity of the technical issues, the degree of disagreement among member state authorities, and DG TAXUD's internal workload and prioritization.
Upon receiving a referral under Article 34(10), DG TAXUD may take one or more of the following actions:
1. Issue an advisory opinion to AADE setting out DG TAXUD's view of the correct classification, which AADE would then be expected (though not strictly required) to follow in issuing its BTI ruling.
2. Initiate proceedings to adopt a classification regulation under Article 57(4) of the UCC, which would establish a binding, uniform classification of the goods across all member states. Such a regulation, once adopted and published in the Official Journal of the European Union, would supersede any inconsistent national BTI rulings, including the German ruling.
3. Refer the matter to the Customs Code Committee (the comitology committee established under Article 285 of the UCC) for deliberation and opinion before taking further action.
We are preparing for this contingency. Should AADE refer the BTI application to DG TAXUD, we will be ready to submit supplemental briefing directly to DG TAXUD in support of TSL's classification position. We have already begun identifying potential contacts within DG TAXUD's Customs Legislation and Policy unit and will coordinate with local Greek counsel to ensure that TSL's interests are fully represented at every stage of the consultation process.
We will notify you promptly if and when a DG TAXUD referral is made, and we will provide a revised timeline and strategic assessment at that time.
VI. Administrative Objections
Separately from the BTI application, we are finalizing the administrative objections to both of AADE's Assessment Notices. These objections will be filed on November 30, 2022 — within the 30-day statutory deadline — by Alexandros Vournas on TSL's behalf with AADE's Directorate of Resolution of Disputes (Διεύθυνση Επίλυσης Διαφορών, "DED"). The two objections address the following:
Objection to Assessment Notice AADE/ADAN/2022/0073 (Classification). This objection challenges AADE's reclassification of the twenty (20) STS cranes and ASC systems from CN 8426 to CN 8428 90 90 and the resulting additional customs duty assessment of €1,478,400. The objection will argue that the reclassification is legally and factually unfounded for the reasons set out in the BTI application and summarized in Section IV of this letter. The objection will incorporate by reference the legal arguments, technical analysis, and expert opinion submitted with the BTI application.
Objection to Assessment Notice AADE/ADAN/2022/0074 (Valuation). This objection challenges AADE's customs valuation adjustment of €9,940,000 and the resulting additional duty assessment of €218,680. AADE's valuation adjustment is based on its determination that three categories of payments should have been included in the declared customs value of the imported equipment: (i) technology license fees in the amount of €4,900,000 paid to Hailong under the Technology License Agreement; (ii) Nereus Maritime Advisory Ltd. procurement coordination fees in the amount of €2,940,000; and (iii) commissioning services fees in the amount of €2,100,000. The objection will argue that these payments were not properly dutiable — the technology license fees relate to post-importation use of the technology rather than to the imported goods themselves, the Nereus fees represent a non-dutiable buying commission, and the commissioning services were performed after importation and do not form part of the transaction value.
Both objections will request that the DED suspend its proceedings pending the outcome of the BTI application. This request is grounded in the principle of administrative efficiency and the avoidance of inconsistent outcomes: if AADE issues a BTI ruling confirming classification under heading 8426, the classification objection becomes moot; if the BTI ruling addresses the classification question differently, the DED proceedings can be tailored accordingly. We believe this suspension request has a reasonable prospect of being granted, though we cannot guarantee it.
VII. Other Updates
We provide the following updates on related workstreams:
Insurance Claim Status. The claim notice under TSL's financial lines insurance policy was filed with Oceanos Underwriters SA via Aether Insurance Brokers Limited on October 15, 2022. The policy at issue is Financial Lines Policy No. OCU-FIN-2021-GR-0487, which includes a customs and excise sublimit of €3,000,000, subject to a retention (deductible) of €250,000. The claim notice puts Oceanos on notice of the potential liability arising from the AADE Assessment Notices and reserves TSL's rights under the policy, including with respect to defense costs and any ultimate duty or penalty liability. We expect Oceanos Underwriters' initial response — which may include a reservation of rights letter or a request for additional information — within the coming weeks. We will keep you apprised of developments on this front.
Lender Notification. As previously reported, material litigation disclosure was provided to Compass Maritime Bank SA on October 3, 2022, through Andreas Papathanasiou, TSL's Relationship Manager at the bank. This disclosure was made pursuant to Section 6.2(d) of the €75,000,000 revolving credit facility agreement between TSL and Compass Maritime Bank, which requires TSL to disclose to the lender any threatened or pending litigation, arbitration, or administrative proceedings in which the amount in controversy exceeds a disclosure threshold of €2,000,000. The combined amount in controversy across both Assessment Notices (€1,478,400 in classification duties plus €218,680 in valuation duties, together with potential penalties and interest) exceeds this threshold. Compass Maritime Bank has acknowledged receipt of the disclosure, and we do not anticipate any adverse action by the bank at this stage, though we will continue to monitor the situation and provide supplemental disclosures as warranted.
Expert Work in Progress. Both expert engagements are progressing on schedule:
• Argonaut Trade Consulting GmbH (Dr. Lukas Brenner): As noted above, Dr. Brenner's customs classification expert opinion has been completed and was submitted with the BTI application as Annex D. Dr. Brenner remains available for supplemental analysis should DG TAXUD request additional technical input or should the matter proceed to litigation.
• Kestrel & Palladian LLP (Spyros Makris, Partner): Kestrel & Palladian is continuing its analysis of the customs valuation issues, with particular focus on (i) the proper characterization of the Nereus Maritime Advisory Ltd. procurement coordination fees as buying commissions excludable from transaction value under Article 72(a) of the UCC, and (ii) the treatment of the technology license fees under Article 71(1)(c) of the UCC. Kestrel & Palladian is preparing a customs valuation report and a functional analysis report ("FAR") of Nereus's activities to support TSL's position that Nereus acted as TSL's buying agent rather than as an intermediary or seller's agent. The draft reports are expected by mid-December 2022, and we will circulate them to you for review upon receipt.
VIII. Next Steps
Looking ahead, the following action items and milestones are on the immediate horizon:
1. Monitor BTI processing. We will closely monitor AADE's processing of the BTI application (reference BTI-GR-2022-003847) and remain vigilant for any indication that AADE intends to refer the matter to DG TAXUD under Article 34(10) of the UCC. We will notify you immediately if a referral occurs and will provide a revised strategic assessment and timeline.
2. File administrative objections. Both administrative objections (to Assessment Notices AADE/ADAN/2022/0073 and AADE/ADAN/2022/0074) will be finalized and filed with AADE's Directorate of Resolution of Disputes on November 30, 2022. We will circulate the final objections to you in advance of filing for your records.
3. Continue factual development. We will continue developing the factual record in support of TSL's valuation defenses, with particular focus on the activities and role of Nereus Maritime Advisory Ltd. in the procurement process and the scope and purpose of the Technology License Agreement with Hailong. This work will inform Kestrel & Palladian's valuation report and FAR analysis and will be essential to the valuation objection proceedings before the DED.
4. Await Oceanos Underwriters' response. We will follow up with Aether Insurance Brokers as needed to ensure a timely response from Oceanos Underwriters to the October 15, 2022 claim notice.
5. Quarterly client check-in. We propose to schedule a quarterly check-in call or meeting to provide TSL's management team with a comprehensive status update across all workstreams. We will coordinate with your offices to identify a mutually convenient date in late January or early February 2023.
We will, of course, keep you informed of all material developments as they arise and will not wait for the quarterly check-in to communicate time-sensitive updates. Please do not hesitate to contact us with any questions, concerns, or additional instructions.
The principal point of contact for this matter remains Christy Bauer, Senior Associate (christy.bauer@calderwoodharkness.com). Copies of this letter and all related correspondence are being provided to James Prentice, Partner (james.prentice@calderwoodharkness.com), and Garrett Simmons, Associate (garrett.simmons@calderwoodharkness.com), both of whom are available to assist.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Christy Bauer Senior Associate
cc:
James Prentice, Partner, Calderwood & Harkness LLP Garrett Simmons, Associate, Calderwood & Harkness LLP
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