1044-00006 · Hargrove, Delacroix & Stern LLP · Engagement

litigation-hold-notice.docx DOCUMENT Litigation

28 / 75 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP Attorneys at Law

One Liberty Plaza, 50th Floor New York, New York 10006

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

October 18, 2023

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

LITIGATION HOLD NOTICE — IMMEDIATE ACTION REQUIRED

VIA EMAIL AND INTERNATIONAL REGISTERED MAIL

Markos Theodorakis, Esq. General Counsel Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38, Greece

cc: Alexandros Stavridis, Chairman and Chief Executive Officer, Thalassa Shipping & Logistics SA cc: Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA

Re: C&H Matter No. 1044-00006 Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division

Dear Mr. Theodorakis:

I. Purpose and Legal Obligation

As you are aware, Calderwood & Harkness LLP ("C&H" or the "Firm") represents Thalassa Shipping & Logistics SA ("TSL") and Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna Shipholding" or "AFSL") in the above-captioned action filed by Northwind Maritime Corporation ("Northwind") on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division. C&H was formally engaged as counsel of record on October 16, 2023.

The purpose of this letter is to direct TSL and all of its officers, directors, employees, agents, representatives, consultants, and subsidiaries — including, without limitation, Aegean Fortuna Shipholding Ltd. — to immediately preserve all documents, communications, and electronically stored information ("ESI") that are potentially relevant to the above-captioned litigation. This obligation extends to all categories of materials described in detail in Section III below and encompasses all formats, media, and storage locations described in Section IV.

Under well-established principles of New York law and generally applicable federal standards, a party has a legal duty to preserve all evidence that may be relevant to pending or reasonably anticipated litigation. This duty arises at the latest when a party is on notice of the possibility of litigation, and it certainly attaches upon the filing of a complaint. See, e.g., Voom HD Holdings LLC v. EchoStar Satellite LLC, 93 A.D.3d 33 (1st Dep't 2012); Pegasus Aviation I, Inc. v. Varig Logística S.A., 26 N.Y.3d 543 (2015). Here, the complaint was filed on October 2, 2023, and this preservation obligation is therefore absolute and immediate.

Failure to comply with this obligation may result in severe court-imposed sanctions, including but not limited to adverse inference instructions to the jury, monetary sanctions, preclusion of evidence or defenses, striking of pleadings, or other remedial measures deemed appropriate by the Court. The consequences of spoliation — that is, the destruction, alteration, concealment, or failure to preserve relevant evidence — can be devastating to a party's case and may give rise to independent tort liability.

This preservation obligation supersedes and overrides any routine document retention, destruction, or recycling policies maintained by TSL, Aegean Fortuna Shipholding, or any related entity. All such policies, schedules, and automated deletion protocols must be immediately suspended with respect to the categories of documents and ESI identified in this notice. No documents or ESI falling within the scope of this hold may be deleted, discarded, overwritten, shredded, reformatted, or altered in any manner, regardless of whether such destruction would otherwise be permitted under TSL's or AFSL's ordinary business practices.

We cannot overstate the importance of full and immediate compliance with this notice. Please treat this matter with the highest priority and ensure that this directive is disseminated to all relevant personnel without delay.

II. Background of the Litigation

On October 2, 2023, Northwind Maritime Corporation filed a verified complaint in the Supreme Court of the State of New York, New York County, Commercial Division (Index No. 655421/2023). The action has been assigned to the Honorable Lorraine K. Chen, J.S.C., Part 49. A copy of the complaint has been separately provided to your office under cover of our engagement letter dated October 16, 2023.

In its complaint, Northwind alleges that TSL breached the terms of a time charter-party bearing Reference No. NW-TSL-CP-2020-1203 (the "Charter-Party") governing the employment of the motor vessel Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage (DWT), flagged in the Republic of Liberia and classified by the Global Maritime Classification Bureau ("GMCB"). The vessel was constructed in 2016 at the Dalian Prosperity Shipyard Co. in the People's Republic of China.

The Charter-Party was executed on or about December 3, 2020, and was based upon the New York Produce Exchange Form 2015 (NYPE 2015), as amended by the parties through various riders and addenda. The Charter-Party provided for a thirty-six (36) month charter period commencing on January 15, 2021 and expiring on January 14, 2024, at a daily hire rate of $14,750.00 (United States Dollars), payable semi-monthly in advance.

The registered owner of the M/V Aegean Fortuna is Aegean Fortuna Shipholding Ltd., a corporation organized under the laws of the Republic of Liberia (Liberian Registration No. LR-C-20167845). Aegean Fortuna Shipholding is a wholly owned subsidiary of TSL and functions as a single-vessel holding company established for asset protection and financing purposes.

Northwind's complaint asserts claims for approximately $18,300,000 in damages, arising from three principal categories of alleged breach:

(1) Failure to Maintain the Vessel in Seaworthy Condition. Northwind alleges that three separate mechanical failure incidents during the charter period rendered the vessel unfit for service, resulting in a cumulative total of approximately sixty-eight (68) days of off-hire and associated costs. Northwind contends that these failures resulted from TSL's and AFSL's failure to exercise due diligence in maintaining the vessel's hull, machinery, and equipment in accordance with the Charter-Party requirements and applicable classification society standards.

(2) Unauthorized Deviation from Agreed Trade Routes (the "Maputo Deviation"). Northwind alleges that in September 2022, while on a voyage from Durban, South Africa to Qingdao, People's Republic of China, the vessel deviated from its agreed routing to call at the port of Maputo, Mozambique, at TSL's instruction and for TSL's commercial benefit, without Northwind's prior consent. Northwind contends that this deviation caused the vessel to miss an October 1–5, 2022 laycan window at Qingdao, resulting in the cancellation of a sub-charter fixture and associated losses.

(3) Related Claims for Cargo Damage, Demurrage, Lost Sub-Charter Profits, and Third-Party Shipper Claims. In connection with the foregoing incidents, Northwind asserts claims for cargo damage (specifically, iron ore oxidation during the Richards Bay BWTS incident), demurrage and dead freight arising from the Maputo deviation, lost sub-charter profits from the cancelled Qingdao fixture, and indemnification for third-party shipper claims that Northwind has been required to address.

TSL's Answer and Counterclaim are presently due to be filed on or before November 17, 2023. TSL intends to assert a counterclaim against Northwind in the amount of approximately $1,620,000, representing hire that Northwind unilaterally withheld during the period of October 1 through December 31, 2022 (approximately 110 days at $14,750 per day). TSL's position is that Northwind's deductions were unauthorized, excessive, and not supported by the off-hire provisions of the Charter-Party.

The stakes in this litigation are significant, both in terms of the direct financial exposure and the broader implications for TSL's commercial reputation and relationships in the dry bulk shipping market. It is therefore imperative that TSL take all necessary steps to ensure the comprehensive preservation of all potentially relevant evidence.

III. Scope of Preservation — Categories of Documents and ESI

The following is a detailed, but not exhaustive, description of the categories of documents and ESI that must be preserved. If you are uncertain whether a particular document or category of documents falls within the scope of this hold, you must preserve it and contact Calderwood & Harkness LLP for guidance. When in doubt, err on the side of preservation.

A. Charter-Party and Related Agreements

The following categories of transactional and contractual documents must be preserved in their entirety:

1. The time charter-party dated December 3, 2020, bearing Reference No. NW-TSL-CP-2020-1203, including without limitation all amendments, addenda, riders, side letters, recaps, and any other instruments modifying, supplementing, or otherwise relating to the terms of the Charter-Party.

2. All pre-charter negotiations, including but not limited to drafts of the charter-party, term sheets, indicative offers, counteroffers, fixture recaps, fixture notes, broker communications, and all correspondence between TSL, Aegean Fortuna Shipholding, and Northwind Maritime Corporation (and their respective agents, brokers, and representatives) relating to the negotiation, execution, or performance of the Charter-Party.

3. Any and all sub-charter agreements, fixtures, fixture recaps, or similar arrangements involving the M/V Aegean Fortuna during the charter period (January 15, 2021 through January 14, 2024), including but not limited to voyage charters, contracts of affreightment, and any time sub-charter arrangements entered into by Northwind or with Northwind's involvement.

4. Any and all documents referencing or relating to Eastbourne Bulk Carriers Ltd., which Northwind identifies as its sub-charterer in connection with the M/V Aegean Fortuna, including any fixture notes, voyage instructions, or correspondence involving Eastbourne Bulk Carriers Ltd. in any capacity.

B. Vessel Records — M/V *Aegean Fortuna*

All records relating to the vessel itself must be preserved, including but not limited to:

1. All vessel class records, survey reports (including annual surveys, intermediate surveys, special surveys, condition of class items, and any ad hoc surveys), certificates of class, class notations, conditions of class, and all correspondence with the Global Maritime Classification Bureau ("GMCB") relating to the M/V Aegean Fortuna from the date of her delivery to the present.

2. All flag state documentation issued by or relating to the Republic of Liberia, including but not limited to the vessel's Certificate of Registry, Continuous Synopsis Record, safety certificates (SOLAS), International Ship Security Certificate, International Oil Pollution Prevention Certificate, Ballast Water Management Certificate, and any other flag state certificates, endorsements, or correspondence.

3. All vessel construction records originating from the Dalian Prosperity Shipyard Co. (2016 build), including but not limited to the shipbuilding contract, hull construction specifications, machinery specifications, builder's trial reports, sea trial reports, delivery documentation, and any warranty or guarantee documentation still in effect or previously in effect.

4. All hull and machinery ("H&M") insurance records under the policy issued by Fortis Marine Underwriters Ltd., Policy No. FMU-HM-2020-4892, including the policy itself, all endorsements, schedules, declarations, premium payment records, loss notifications, adjusters' reports, claim files, and any correspondence with the underwriter or its agents.

5. All protection and indemnity ("P&I") coverage records under the policy issued by Oceanus Mutual Protection & Indemnity Club, Policy No. OCE-P&I-2020-TSL-0047, including the certificate of entry, rules of the club, premium and call records, claim notifications, club circulars, claims correspondence, and any coverage opinions or analyses.

C. Mechanical Incidents — Maintenance and Repair Records

This category is of particular importance to the litigation, given that three of Northwind's principal claims relate to alleged failures to maintain the vessel in seaworthy condition. TSL must preserve all documents and ESI relating to each of the following incidents, as well as to the general maintenance and upkeep of the vessel throughout the charter period:

Incident 1: Main Engine Turbocharger Failure (March 12 – April 2, 2022)

All records relating to the main engine turbocharger failure that occurred on or about March 12, 2022, while the M/V Aegean Fortuna was in the Indian Ocean en route from the port of Paradip, India, to the port of Mombasa, Kenya. The vessel was off-hire for approximately twenty-two (22) days and underwent emergency repairs at the port of Colombo, Sri Lanka. Documents to be preserved include, without limitation:

• All engineering reports, incident reports, and damage assessments prepared by the vessel's Chief Engineer, Petros Vlahos, or any other member of the vessel's engineering department;

• All correspondence with the turbocharger manufacturer and any authorized service representatives;

• All spare parts procurement records, purchase orders, delivery records, and invoices relating to the turbocharger repair;

• All repair invoices, workshop reports, and service completion records from the repair facility in Colombo;

• All class surveyor reports, GMCB survey records, and condition of class items issued in connection with the turbocharger failure and repair;

• All documents relating to the pre-failure condition of the turbocharger, including maintenance logs, service records, overhaul history, and any latent defect analyses or investigations conducted by TSL, the manufacturer, or any third party;

• All off-hire notices issued by Northwind and TSL's responses thereto.

Incident 2: Ballast Water Treatment System Malfunction and Auxiliary Boiler Failure (July 8 – July 29, 2022)

All records relating to the malfunction of the vessel's ballast water treatment system ("BWTS") and the concurrent auxiliary boiler failure that occurred on or about July 8, 2022, while the vessel was loading cargo at the port of Richards Bay, Republic of South Africa. The vessel was off-hire for approximately twenty-one (21) days. Documents to be preserved include, without limitation:

• All BWTS manufacturer records, installation records, commissioning records, and service logs;

• All ballast water sampling and testing records, ballast water management plans, and ballast water record books for the relevant period;

• Any records reflecting the source, quality, or condition of ballast water taken on at prior ports of call, including any records suggesting contamination of ballast water before arrival at Richards Bay;

• All records relating to the auxiliary boiler failure, including engineering reports, repair records, and manufacturer correspondence;

• All documentation relating to the cargo damage claim, specifically the alleged iron ore oxidation resulting in a claimed loss of $3,420,000, including cargo survey reports, letters of protest, cargo out-turn reports, cargo insurance claims, and any correspondence with cargo interests, shippers, receivers, or their insurers;

• All class surveyor reports and GMCB correspondence relating to the BWTS malfunction and auxiliary boiler failure;

• All off-hire notices issued by Northwind and TSL's responses thereto.

Incident 3: Main Engine Cylinder Liner Failure Requiring Drydocking (November 15 – December 10, 2022)

All records relating to the main engine cylinder liner failure that occurred on or about November 15, 2022, which necessitated drydocking of the vessel at Keppel Verolme Shipyard, Rotterdam, the Netherlands. The vessel was off-hire for approximately twenty-five (25) days. Documents to be preserved include, without limitation:

• All drydock reports, repair specifications, work orders, and completion certificates from Keppel Verolme Shipyard;

• All GMCB class survey reports, condition of class items, and class correspondence relating to the cylinder liner failure and the drydocking;

• All maintenance history records for the main engine cylinder liners, including prior inspection records, wear-down measurements, liner replacement schedules, and spare parts inventory records;

• All engineering reports and incident assessments prepared by the vessel's Chief Engineer, Petros Vlahos, or any other member of the vessel's engineering department;

• All off-hire notices issued by Northwind and TSL's responses thereto.

General Maintenance Records

In addition to the incident-specific records identified above, TSL must preserve:

• All planned maintenance system ("PMS") records for the M/V Aegean Fortuna for the entire charter period (January 15, 2021 through the present), including all scheduled maintenance items, completed maintenance records, deferred maintenance items, and any overdue maintenance flags or alerts;

• All engine room logbooks, noon reports, and performance monitoring records;

• All Chief Engineer reports, including periodic machinery status reports, maintenance summaries, and stores/spares requisitions;

• All technical superintendent reports, vessel inspection reports, and shore-based technical management records relating to the vessel;

• All off-hire notices issued by Northwind during the charter period and all responses by TSL.

We wish to draw particular attention to the records of Chief Engineer Petros Vlahos. Mr. Vlahos's reports, correspondence, and communications relating to all three mechanical incidents are of central importance to the defense of this matter, and every effort must be made to ensure the comprehensive preservation of his files, whether maintained aboard the vessel, at TSL's shore offices, or on personal devices used for business purposes.

D. Maputo Deviation (September 2022)

All documents and ESI relating to the alleged unauthorized deviation of the M/V Aegean Fortuna to the port of Maputo, Mozambique, in September 2022 must be preserved. This category includes, without limitation:

1. All voyage orders, voyage instructions, and routing communications issued by TSL, Northwind, or any other party in connection with the Durban-to-Qingdao voyage.

2. All of Captain Nikolaos Giannopoulos's voyage logs, deck logbooks, bell books, master's reports, and master's protests (if any) for the month of September 2022 and through the vessel's arrival at Qingdao (or the next port of call if the Qingdao call was cancelled or delayed).

3. All weather reports, weather routing advisories, and communications with weather routing services (including any commercial weather routing providers engaged by TSL or the vessel) relating to the Durban-to-Qingdao voyage.

4. All communications between TSL's shore management (including the operations department, chartering department, and senior management) and the vessel regarding the decision to call at Maputo, Mozambique, including the commercial rationale for the call, any instructions issued to the Master, and any discussions regarding the potential impact on the Qingdao laycan.

5. Any cargo loading or commercial instructions from TSL or any third party relating to the Maputo call, including any fixture notes, cargo booking confirmations, or bills of lading for cargo loaded at Maputo.

6. All records relating to the Qingdao laycan window of October 1–5, 2022, including any communications between TSL, Northwind, Eastbourne Bulk Carriers Ltd., and any other parties regarding the vessel's expected arrival date, the feasibility of meeting the laycan, and the ultimate consequences of any delay.

7. All documentation relating to Northwind's demurrage and dead freight claims arising from the Maputo deviation, which Northwind quantifies at approximately $1,230,000. This includes demurrage calculations, laytime statements, statements of facts, dead freight calculations, and any supporting correspondence or invoices.

E. Hire Payments and Financial Records

1. All hire payment records, invoices, hire statements, and bank transfer confirmations for the entire charter period (January 15, 2021 through the present or the expiration of the charter).

2. All records relating to hire withheld by Northwind for the period of approximately October 1 through December 31, 2022 (approximately 110 days at $14,750 per day, totaling approximately $1,620,000), including any notices of deduction, set-off calculations, or correspondence between the parties regarding the withholding of hire.

3. All off-hire calculations and supporting documentation prepared by either party, including time logs, off-hire surveys, and any expert or consultant reports relating to the off-hire periods.

4. All documentation relating to substitute charter costs incurred by Northwind, bunker surcharges, additional port costs, and any other financial claims or counterclaims arising from the charter.

F. Communications. This is a broad but critical category. TSL must preserve the following communications in all formats, including but not limited to emails, email attachments, letters, facsimiles, text messages (SMS), messages sent or received via messaging applications (including but not limited to Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Viber, and WeChat), instant messages, voice recordings, and voicemail messages:

1. TSL–Northwind Communications: All communications between TSL (including all officers, directors, employees, agents, brokers, and representatives) and Northwind Maritime Corporation (including, without limitation, Viktor Lindgren, Sandra Chow, Richard Hartnett, and any other Northwind agent, employee, or representative), for the period of December 1, 2020 through the present date and continuing.

2. Internal Communications: All internal communications within TSL and Aegean Fortuna Shipholding Ltd. relating to the M/V Aegean Fortuna, including but not limited to communications involving or among Alexandros Stavridis, Elena Papadimitriou, Markos Theodorakis, Captain Nikolaos Giannopoulos, Chief Engineer Petros Vlahos, and any member of TSL's technical, operations, chartering, or commercial departments.

3. Classification Society Communications: All communications with the Global Maritime Classification Bureau ("GMCB"), including all class surveyors, inspectors, plan approval engineers, and administrative personnel, relating to the M/V Aegean Fortuna.

4. P&I Club Communications: All communications with Oceanus Mutual Protection & Indemnity Club, including its claims handler David Okafor and any other club personnel, relating to any claims, incidents, notifications, or coverage matters involving the M/V Aegean Fortuna.

5. H&M Insurer Communications: All communications with Fortis Marine Underwriters Ltd., including underwriter Catherine Allsworth and any other Fortis personnel, relating to the M/V Aegean Fortuna, its insurance coverage, and any claims or notifications.

6. Lender Communications: All communications with Meridian Capital Bank AG, including relationship manager Lukas Brandt and any other bank personnel, referencing the M/V Aegean Fortuna, the Northwind charter, or any matters relating to the vessel's financing, mortgage, or any covenant compliance issues that may relate to the incidents or the litigation.

G. Insurance Records

1. All claim notifications, claims correspondence, reserve notifications, coverage analyses, and any other documentation exchanged with or received from Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047, relating to any claims, incidents, or potential liabilities involving the M/V Aegean Fortuna.

2. All claim notifications, claims correspondence, adjusters' reports, loss notifications, and any other documentation exchanged with or received from Fortis Marine Underwriters Ltd. under Hull & Machinery Policy No. FMU-HM-2020-4892.

3. Any notifications, claims, or correspondence with Castellan Professional Liability Insurers Ltd. relating to directors' and officers' ("D&O") liability coverage, to the extent any such notifications have been made or contemplated in connection with the matters described herein.

H. Corporate and Governance Records

1. All board of directors resolutions, meeting minutes (including minutes of any board committees), and corporate governance records of both TSL and Aegean Fortuna Shipholding Ltd. that relate to or reference the M/V Aegean Fortuna, the Northwind charter-party, the mechanical incidents described herein, the Maputo deviation, or the commencement or defense of this litigation.

2. All records of TSL's auditor, Lysander & Associates, to the extent such records reference or relate to the Northwind charter, the mechanical incidents, the litigation, or any reserves, accruals, contingent liabilities, or financial statement disclosures relating to this matter. This includes management representation letters, audit workpapers, and any correspondence between Lysander & Associates and TSL's management regarding the foregoing matters.

IV. Forms of Documents and ESI to Be Preserved

The preservation obligation described in this notice extends to all forms of documents and ESI, regardless of the medium or format in which they are stored. Without limitation, the following forms of documents and ESI must be preserved:

Paper Documents: All originals and copies of paper documents, including but not limited to contracts, correspondence, memoranda, handwritten notes, logbooks, notebooks, charts, drawings, and printed reports. No paper documents falling within the scope of this hold may be discarded, shredded, recycled, or altered in any manner.

Electronic Documents: All electronically created or stored documents, including emails (and all attachments thereto), word processing files (including all prior drafts and versions), spreadsheets, databases, presentations, PDF files, scanned images, and any other electronic file formats.

Electronic Communications: All text messages (SMS), messages sent or received through messaging applications (including Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Viber, WeChat, and any other platform), instant messages, voicemail messages (whether stored locally or on a server), and any voice recordings.

Vessel Systems: All data maintained on or generated by the vessel's electronic systems, including electronic logbooks, planned maintenance system ("PMS") databases, voyage data recorder ("VDR") outputs and capsule data, Electronic Chart Display and Information System ("ECDIS") records and voyage history, and Automatic Identification System ("AIS") data. TSL should ensure that the vessel's VDR data for the relevant periods is preserved and not overwritten by routine cycling of the recording medium.

Backup Systems and Archived Data: All backup tapes, backup servers, archived data repositories, disaster recovery copies, and any other backup media containing copies of documents or ESI falling within the scope of this hold. Automated recycling or overwriting of backup media must be immediately suspended.

Cloud-Stored Data: All data stored in cloud-based systems, platforms, or services, including but not limited to cloud email services, cloud file storage (e.g., Aldermere Systems, Hollowell Health IT, Larkspur Technologies, Cobalt Ridge Systems), cloud-based fleet management systems, and any software-as-a-service platforms used for vessel operations, chartering, or commercial management.

Personal Devices: All laptops, desktop computers, mobile phones (including personal mobile phones used for business purposes), tablets, USB drives, external hard drives, and any other personal electronic devices used by relevant custodians to create, send, receive, or store business-related documents or communications. Each key custodian identified in Section V below must be specifically instructed to preserve all data on their personal devices that relates to the M/V Aegean Fortuna or the Northwind charter.

Social Media: Any posts, messages, comments, or other content published or shared through social media platforms (including but not limited to Westmark Health IT, Kestrel Services Inc., X (formerly Fenmore Solutions), and Northpoint Services Inc.) that reference or relate to the M/V Aegean Fortuna, the Northwind charter, or any of the incidents described herein.

V. Key Custodians

The following individuals have been identified as key custodians whose documents and ESI must be preserved as a matter of the highest priority. This list is not exhaustive, and additional custodians may be identified as the litigation progresses:

1. Alexandros Stavridis, Chairman and Chief Executive Officer, Thalassa Shipping & Logistics SA

2. Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA

3. Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA

4. Captain Nikolaos Giannopoulos, Master, M/V Aegean Fortuna

5. Petros Vlahos, Chief Engineer, M/V Aegean Fortuna

6. TSL's Technical Superintendent(s) responsible for the M/V Aegean Fortuna during the charter period

7. All personnel in TSL's Commercial and Chartering Department who were involved in the negotiation, execution, or administration of the Northwind charter or any sub-charter involving the vessel

8. All personnel in TSL's Operations Department who were involved in voyage planning, voyage orders, or the Maputo deviation

9. Any other employee, officer, director, agent, or representative of TSL or Aegean Fortuna Shipholding Ltd. who had involvement with, or possesses documents or communications relating to, the matters described in this notice

Each of the above-identified custodians must be individually notified of this litigation hold and must acknowledge receipt in writing. We request that Mr. Theodorakis coordinate the dissemination of this notice to all custodians and collect written acknowledgments from each individual. A suggested form of acknowledgment is attached hereto as Exhibit A, or TSL may use its own internal acknowledgment form, provided that it captures the custodian's name, date of receipt, and express confirmation that the custodian understands and will comply with the preservation obligations described herein.

For custodians currently serving aboard the M/V Aegean Fortuna (specifically Captain Giannopoulos and Chief Engineer Vlahos), TSL should ensure that this notice is transmitted to the vessel by the most expeditious means available, including email to the vessel's communications system, and should confirm receipt with the vessel's Master.

VI. Relevant Time Period

The preservation obligation set forth in this notice covers all documents and ESI created, sent, received, or stored during the period from January 1, 2020 through the present date, and continuing until further written notice from Calderwood & Harkness LLP.

The start date of January 1, 2020 has been selected to capture the period preceding the execution of the Charter-Party on December 3, 2020, during which the parties were engaged in negotiations, due diligence, and preliminary discussions that may be relevant to the interpretation of the Charter-Party and the parties' respective rights and obligations thereunder.

This is a continuing obligation. The duty to preserve documents and ESI remains in effect for the entire duration of the litigation, including any appeals. TSL and its personnel must continue to preserve all documents and ESI falling within the categories described herein as they are created or received going forward. This notice should not be read as limited to documents that exist as of today's date; rather, it extends to all future documents and communications that relate to the subject matter of the litigation.

VII. Suspension of Routine Destruction

TSL and Aegean Fortuna Shipholding Ltd. are hereby instructed to immediately suspend all routine document retention and destruction policies, automated deletion schedules, email purge protocols, and recycling programs as they apply to the categories of documents and ESI described in this notice. Specific steps that must be taken include, without limitation:

1. IT Department: TSL's Information Technology department must immediately suspend all auto-deletion protocols for email accounts belonging to key custodians and any other accounts that may contain relevant communications. All email backup tapes, server backups, and archive systems must be preserved and protected from overwriting or recycling. If TSL utilizes any email archiving or journaling system, the IT department must confirm that it is functioning properly and that all archived emails within the relevant time period are intact and accessible.

2. Vessel Management: TSL's vessel management and technical departments must immediately instruct the officers and crew of the M/V Aegean Fortuna to preserve all vessel-based electronic records, including electronic logbooks, PMS databases, VDR data, ECDIS records, and AIS data. If the vessel's VDR employs a fixed-duration recording loop, steps must be taken to download and preserve VDR data for the relevant periods before it is overwritten. All original paper logbooks (deck logbooks, engine room logbooks, official logbooks) must be secured and preserved aboard the vessel or ashore in a safe location.

3. General Destruction Hold: No documents or files of any kind relating to the M/V Aegean Fortuna, the Northwind charter, or the matters described in this notice may be destroyed, deleted, shredded, discarded, or altered, whether pursuant to routine policy or otherwise, until Calderwood & Harkness LLP issues a written release of this litigation hold.

VIII. Consequences of Non-Compliance

We wish to reiterate in the strongest possible terms the serious consequences that may flow from any failure to preserve relevant evidence. Spoliation of evidence — which encompasses the destruction, alteration, concealment, or failure to preserve documents or ESI that a party knows or reasonably should know are relevant to pending or anticipated litigation — may result in any or all of the following consequences:

• Adverse Inference Instructions: The Court may instruct the jury that it may infer that destroyed or missing documents were unfavorable to TSL's position. Such an instruction can be devastating at trial and may effectively determine the outcome of contested factual issues.

• Monetary Sanctions: The Court may impose substantial monetary sanctions on TSL, including the costs incurred by Northwind in bringing a spoliation motion and any additional discovery costs necessitated by the loss of evidence.

• Preclusion of Evidence: The Court may preclude TSL from introducing certain evidence or from pursuing certain defenses or counterclaims if relevant documents have been destroyed.

• Striking of Pleadings or Default Judgment: In extreme cases, the Court may strike TSL's answer and defenses or enter a default judgment against TSL.

• Other Remedial Measures: The Court retains broad discretion to fashion appropriate remedies for spoliation, which may include reopening discovery, ordering forensic examinations of TSL's computer systems, or imposing other conditions on the litigation.

Under New York law and applicable federal standards, the duty to preserve relevant evidence arises when litigation is reasonably anticipated, and certainly no later than the date on which a complaint is filed. See VOOM HD Holdings LLC v. EchoStar Satellite LLC, 93 A.D.3d 33 (1st Dep't 2012); Zubulake v. Ashgrove Trust Bank, 220 F.R.D. 212 (S.D.N.Y. 2003). Here, the complaint was filed on October 2, 2023, and TSL's preservation obligation is therefore absolute. Any destruction of relevant documents occurring after that date — or, arguably, after TSL first became aware of Northwind's claims — would be subject to the most searching judicial scrutiny.

IX. Compliance Confirmation and Reporting

We respectfully request that the following steps be taken to ensure and document compliance with this litigation hold:

1. Litigation Hold Coordinator. We request that Markos Theodorakis, as General Counsel of TSL, serve as the primary litigation hold coordinator responsible for overseeing the implementation and ongoing compliance with this notice. Mr. Theodorakis should serve as the central point of contact between TSL and Calderwood & Harkness LLP for all preservation-related matters.

2. Written Confirmation of Receipt and Implementation. We request that written confirmation of the receipt and implementation of this litigation hold notice be provided by all key custodians identified in Section V above within five (5) business days of the date of this notice — that is, by no later than October 25, 2023. Each custodian should confirm in writing that he or she has read and understands this notice and will comply with its directives. Mr. Theodorakis should collect these confirmations and transmit them to C&H.

3. Inventory of Document Repositories. We request that TSL provide Calderwood & Harkness LLP with a comprehensive inventory of all document repositories, servers, email systems, backup systems, cloud storage platforms, fleet management systems, and vessel-based electronic systems that contain or may contain potentially relevant materials. This inventory should include a description of each system, its location, the data it contains, the custodians who have access to it, and its retention and backup protocols. We ask that this inventory be provided within ten (10) business days of the date of this notice — that is, by no later than November 1, 2023.

4. Questions Regarding Scope. Any key custodian or other TSL personnel who has questions about the scope of this litigation hold or the relevance of particular documents should contact Calderwood & Harkness LLP directly. The appropriate contacts are:

Douglas Carmichael, Partner Telephone: (212) 506-7150

Email: d.carmichael@calderwoodharkness.com

Carlos Espinoza, Senior Associate Telephone: (212) 506-7283

Email: c.espinoza@calderwoodharkness.com

Please do not hesitate to reach out with any questions, no matter how minor they may seem. It is far better to ask a question and preserve a document unnecessarily than to discard a document that later proves to be relevant.

X. Ongoing Obligation and Updates

This litigation hold will remain in effect until Calderwood & Harkness LLP issues a written release expressly terminating the hold. No oral communication or informal statement should be construed as a release of any preservation obligation. The hold will not expire by the passage of time or upon the occurrence of any interim event in the litigation; it remains in effect throughout the pendency of the action, including any post-trial proceedings and appeals.

Calderwood & Harkness LLP may, from time to time, supplement this notice with additional categories of documents, additional custodians, or additional instructions as the litigation progresses and as further information becomes available through the discovery process and motion practice. Any such supplemental notices shall be treated with the same urgency and priority as this initial notice.

We also request that TSL promptly notify Calderwood & Harkness LLP if it becomes aware of any documents or ESI that may have been inadvertently destroyed, deleted, or altered after the filing of the complaint on October 2, 2023, or at any time during the period covered by this hold. Early disclosure of any such issues will allow us to assess the situation, take any necessary remedial steps, and, if appropriate, make voluntary disclosures to opposing counsel or the Court in a manner that minimizes the risk of sanctions or adverse inferences.

Similarly, if any key custodian separates from employment with TSL or Aegean Fortuna Shipholding during the pendency of this litigation, TSL must take all necessary steps to preserve that individual's documents and ESI before separation, including imaging the individual's computer and mobile devices and securing all paper files. Please notify C&H immediately if any key custodian is expected to depart or has departed the company.

XI. Contact Information

All questions, confirmations, and correspondence relating to this litigation hold should be directed to the following members of the Calderwood & Harkness LLP litigation team:

Douglas Carmichael Partner Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 506-7150

Email: d.carmichael@calderwoodharkness.com

Carlos Espinoza Senior Associate Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 506-7283

Email: c.espinoza@calderwoodharkness.com

We appreciate TSL's prompt attention to this critical matter. The preservation of documents and ESI is a foundational obligation in any litigation, and full compliance with this notice will be essential to the effective defense of TSL's interests in this action. We are confident that, with Mr. Theodorakis's coordination and the cooperation of all key custodians, TSL will be able to meet its preservation obligations fully and in a timely manner.

We look forward to receiving written confirmation of receipt and implementation by October 25, 2023, and the document repository inventory by November 1, 2023. In the interim, please do not hesitate to contact us with any questions or concerns.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael Partner

Telephone: (212) 506-7150

Email: d.carmichael@calderwoodharkness.com

Enclosures: None (this notice is self-contained)

cc (via email):

Alexandros Stavridis, Chairman and CEO, Thalassa Shipping & Logistics SA Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA Francesca Morano, Partner, Calderwood & Harkness LLP Carlos Espinoza, Senior Associate, Calderwood & Harkness LLP Hannah Brinkley, Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 50th Floor New York, New York 10006
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
October 18, 2023
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
LITIGATION HOLD NOTICE — IMMEDIATE ACTION REQUIRED
VIA EMAIL AND INTERNATIONAL REGISTERED MAIL
Markos Theodorakis, Esq. General Counsel Thalassa Shipping & Logistics SA 42 Akti Miaouli Piraeus 185 38, Greece
cc: Alexandros Stavridis, Chairman and Chief Executive Officer, Thalassa Shipping & Logistics SA cc: Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA
Re: C&H Matter No. 1044-00006 Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division
Dear Mr. Theodorakis:
I. Purpose and Legal Obligation
As you are aware, Calderwood & Harkness LLP ("C&H" or the "Firm") represents Thalassa Shipping & Logistics SA ("TSL") and Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna Shipholding" or "AFSL") in the above-captioned action filed by Northwind Maritime Corporation ("Northwind") on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division. C&H was formally engaged as counsel of record on October 16, 2023.
The purpose of this letter is to direct TSL and all of its officers, directors, employees, agents, representatives, consultants, and subsidiaries — including, without limitation, Aegean Fortuna Shipholding Ltd. — to immediately preserve all documents, communications, and electronically stored information ("ESI") that are potentially relevant to the above-captioned litigation. This obligation extends to all categories of materials described in detail in Section III below and encompasses all formats, media, and storage locations described in Section IV.
Under well-established principles of New York law and generally applicable federal standards, a party has a legal duty to preserve all evidence that may be relevant to pending or reasonably anticipated litigation. This duty arises at the latest when a party is on notice of the possibility of litigation, and it certainly attaches upon the filing of a complaint. See, e.g., Voom HD Holdings LLC v. EchoStar Satellite LLC, 93 A.D.3d 33 (1st Dep't 2012); Pegasus Aviation I, Inc. v. Varig Logística S.A., 26 N.Y.3d 543 (2015). Here, the complaint was filed on October 2, 2023, and this preservation obligation is therefore absolute and immediate.
Failure to comply with this obligation may result in severe court-imposed sanctions, including but not limited to adverse inference instructions to the jury, monetary sanctions, preclusion of evidence or defenses, striking of pleadings, or other remedial measures deemed appropriate by the Court. The consequences of spoliation — that is, the destruction, alteration, concealment, or failure to preserve relevant evidence — can be devastating to a party's case and may give rise to independent tort liability.
This preservation obligation supersedes and overrides any routine document retention, destruction, or recycling policies maintained by TSL, Aegean Fortuna Shipholding, or any related entity. All such policies, schedules, and automated deletion protocols must be immediately suspended with respect to the categories of documents and ESI identified in this notice. No documents or ESI falling within the scope of this hold may be deleted, discarded, overwritten, shredded, reformatted, or altered in any manner, regardless of whether such destruction would otherwise be permitted under TSL's or AFSL's ordinary business practices.
We cannot overstate the importance of full and immediate compliance with this notice. Please treat this matter with the highest priority and ensure that this directive is disseminated to all relevant personnel without delay.
II. Background of the Litigation
On October 2, 2023, Northwind Maritime Corporation filed a verified complaint in the Supreme Court of the State of New York, New York County, Commercial Division (Index No. 655421/2023). The action has been assigned to the Honorable Lorraine K. Chen, J.S.C., Part 49. A copy of the complaint has been separately provided to your office under cover of our engagement letter dated October 16, 2023.
In its complaint, Northwind alleges that TSL breached the terms of a time charter-party bearing Reference No. NW-TSL-CP-2020-1203 (the "Charter-Party") governing the employment of the motor vessel Aegean Fortuna (IMO No. 9847231), a Supramax dry bulk carrier of approximately 58,200 deadweight tonnage (DWT), flagged in the Republic of Liberia and classified by the Global Maritime Classification Bureau ("GMCB"). The vessel was constructed in 2016 at the Dalian Prosperity Shipyard Co. in the People's Republic of China.
The Charter-Party was executed on or about December 3, 2020, and was based upon the New York Produce Exchange Form 2015 (NYPE 2015), as amended by the parties through various riders and addenda. The Charter-Party provided for a thirty-six (36) month charter period commencing on January 15, 2021 and expiring on January 14, 2024, at a daily hire rate of $14,750.00 (United States Dollars), payable semi-monthly in advance.
The registered owner of the M/V Aegean Fortuna is Aegean Fortuna Shipholding Ltd., a corporation organized under the laws of the Republic of Liberia (Liberian Registration No. LR-C-20167845). Aegean Fortuna Shipholding is a wholly owned subsidiary of TSL and functions as a single-vessel holding company established for asset protection and financing purposes.
Northwind's complaint asserts claims for approximately $18,300,000 in damages, arising from three principal categories of alleged breach:
(1) Failure to Maintain the Vessel in Seaworthy Condition. Northwind alleges that three separate mechanical failure incidents during the charter period rendered the vessel unfit for service, resulting in a cumulative total of approximately sixty-eight (68) days of off-hire and associated costs. Northwind contends that these failures resulted from TSL's and AFSL's failure to exercise due diligence in maintaining the vessel's hull, machinery, and equipment in accordance with the Charter-Party requirements and applicable classification society standards.
(2) Unauthorized Deviation from Agreed Trade Routes (the "Maputo Deviation"). Northwind alleges that in September 2022, while on a voyage from Durban, South Africa to Qingdao, People's Republic of China, the vessel deviated from its agreed routing to call at the port of Maputo, Mozambique, at TSL's instruction and for TSL's commercial benefit, without Northwind's prior consent. Northwind contends that this deviation caused the vessel to miss an October 1–5, 2022 laycan window at Qingdao, resulting in the cancellation of a sub-charter fixture and associated losses.
(3) Related Claims for Cargo Damage, Demurrage, Lost Sub-Charter Profits, and Third-Party Shipper Claims. In connection with the foregoing incidents, Northwind asserts claims for cargo damage (specifically, iron ore oxidation during the Richards Bay BWTS incident), demurrage and dead freight arising from the Maputo deviation, lost sub-charter profits from the cancelled Qingdao fixture, and indemnification for third-party shipper claims that Northwind has been required to address.
TSL's Answer and Counterclaim are presently due to be filed on or before November 17, 2023. TSL intends to assert a counterclaim against Northwind in the amount of approximately $1,620,000, representing hire that Northwind unilaterally withheld during the period of October 1 through December 31, 2022 (approximately 110 days at $14,750 per day). TSL's position is that Northwind's deductions were unauthorized, excessive, and not supported by the off-hire provisions of the Charter-Party.
The stakes in this litigation are significant, both in terms of the direct financial exposure and the broader implications for TSL's commercial reputation and relationships in the dry bulk shipping market. It is therefore imperative that TSL take all necessary steps to ensure the comprehensive preservation of all potentially relevant evidence.
III. Scope of Preservation — Categories of Documents and ESI
The following is a detailed, but not exhaustive, description of the categories of documents and ESI that must be preserved. If you are uncertain whether a particular document or category of documents falls within the scope of this hold, you must preserve it and contact Calderwood & Harkness LLP for guidance. When in doubt, err on the side of preservation.
A. Charter-Party and Related Agreements
The following categories of transactional and contractual documents must be preserved in their entirety:
1. The time charter-party dated December 3, 2020, bearing Reference No. NW-TSL-CP-2020-1203, including without limitation all amendments, addenda, riders, side letters, recaps, and any other instruments modifying, supplementing, or otherwise relating to the terms of the Charter-Party.
2. All pre-charter negotiations, including but not limited to drafts of the charter-party, term sheets, indicative offers, counteroffers, fixture recaps, fixture notes, broker communications, and all correspondence between TSL, Aegean Fortuna Shipholding, and Northwind Maritime Corporation (and their respective agents, brokers, and representatives) relating to the negotiation, execution, or performance of the Charter-Party.
3. Any and all sub-charter agreements, fixtures, fixture recaps, or similar arrangements involving the M/V Aegean Fortuna during the charter period (January 15, 2021 through January 14, 2024), including but not limited to voyage charters, contracts of affreightment, and any time sub-charter arrangements entered into by Northwind or with Northwind's involvement.
4. Any and all documents referencing or relating to Eastbourne Bulk Carriers Ltd., which Northwind identifies as its sub-charterer in connection with the M/V Aegean Fortuna, including any fixture notes, voyage instructions, or correspondence involving Eastbourne Bulk Carriers Ltd. in any capacity.
B. Vessel Records — M/V *Aegean Fortuna*
All records relating to the vessel itself must be preserved, including but not limited to:
1. All vessel class records, survey reports (including annual surveys, intermediate surveys, special surveys, condition of class items, and any ad hoc surveys), certificates of class, class notations, conditions of class, and all correspondence with the Global Maritime Classification Bureau ("GMCB") relating to the M/V Aegean Fortuna from the date of her delivery to the present.
2. All flag state documentation issued by or relating to the Republic of Liberia, including but not limited to the vessel's Certificate of Registry, Continuous Synopsis Record, safety certificates (SOLAS), International Ship Security Certificate, International Oil Pollution Prevention Certificate, Ballast Water Management Certificate, and any other flag state certificates, endorsements, or correspondence.
3. All vessel construction records originating from the Dalian Prosperity Shipyard Co. (2016 build), including but not limited to the shipbuilding contract, hull construction specifications, machinery specifications, builder's trial reports, sea trial reports, delivery documentation, and any warranty or guarantee documentation still in effect or previously in effect.
4. All hull and machinery ("H&M") insurance records under the policy issued by Fortis Marine Underwriters Ltd., Policy No. FMU-HM-2020-4892, including the policy itself, all endorsements, schedules, declarations, premium payment records, loss notifications, adjusters' reports, claim files, and any correspondence with the underwriter or its agents.
5. All protection and indemnity ("P&I") coverage records under the policy issued by Oceanus Mutual Protection & Indemnity Club, Policy No. OCE-P&I-2020-TSL-0047, including the certificate of entry, rules of the club, premium and call records, claim notifications, club circulars, claims correspondence, and any coverage opinions or analyses.
C. Mechanical Incidents — Maintenance and Repair Records
This category is of particular importance to the litigation, given that three of Northwind's principal claims relate to alleged failures to maintain the vessel in seaworthy condition. TSL must preserve all documents and ESI relating to each of the following incidents, as well as to the general maintenance and upkeep of the vessel throughout the charter period:
Incident 1: Main Engine Turbocharger Failure (March 12 – April 2, 2022)
All records relating to the main engine turbocharger failure that occurred on or about March 12, 2022, while the M/V Aegean Fortuna was in the Indian Ocean en route from the port of Paradip, India, to the port of Mombasa, Kenya. The vessel was off-hire for approximately twenty-two (22) days and underwent emergency repairs at the port of Colombo, Sri Lanka. Documents to be preserved include, without limitation:
• All engineering reports, incident reports, and damage assessments prepared by the vessel's Chief Engineer, Petros Vlahos, or any other member of the vessel's engineering department;
• All correspondence with the turbocharger manufacturer and any authorized service representatives;
• All spare parts procurement records, purchase orders, delivery records, and invoices relating to the turbocharger repair;
• All repair invoices, workshop reports, and service completion records from the repair facility in Colombo;
• All class surveyor reports, GMCB survey records, and condition of class items issued in connection with the turbocharger failure and repair;
• All documents relating to the pre-failure condition of the turbocharger, including maintenance logs, service records, overhaul history, and any latent defect analyses or investigations conducted by TSL, the manufacturer, or any third party;
• All off-hire notices issued by Northwind and TSL's responses thereto.
Incident 2: Ballast Water Treatment System Malfunction and Auxiliary Boiler Failure (July 8 – July 29, 2022)
All records relating to the malfunction of the vessel's ballast water treatment system ("BWTS") and the concurrent auxiliary boiler failure that occurred on or about July 8, 2022, while the vessel was loading cargo at the port of Richards Bay, Republic of South Africa. The vessel was off-hire for approximately twenty-one (21) days. Documents to be preserved include, without limitation:
• All BWTS manufacturer records, installation records, commissioning records, and service logs;
• All ballast water sampling and testing records, ballast water management plans, and ballast water record books for the relevant period;
• Any records reflecting the source, quality, or condition of ballast water taken on at prior ports of call, including any records suggesting contamination of ballast water before arrival at Richards Bay;
• All records relating to the auxiliary boiler failure, including engineering reports, repair records, and manufacturer correspondence;
• All documentation relating to the cargo damage claim, specifically the alleged iron ore oxidation resulting in a claimed loss of $3,420,000, including cargo survey reports, letters of protest, cargo out-turn reports, cargo insurance claims, and any correspondence with cargo interests, shippers, receivers, or their insurers;
• All class surveyor reports and GMCB correspondence relating to the BWTS malfunction and auxiliary boiler failure;
• All off-hire notices issued by Northwind and TSL's responses thereto.
Incident 3: Main Engine Cylinder Liner Failure Requiring Drydocking (November 15 – December 10, 2022)
All records relating to the main engine cylinder liner failure that occurred on or about November 15, 2022, which necessitated drydocking of the vessel at Keppel Verolme Shipyard, Rotterdam, the Netherlands. The vessel was off-hire for approximately twenty-five (25) days. Documents to be preserved include, without limitation:
• All drydock reports, repair specifications, work orders, and completion certificates from Keppel Verolme Shipyard;
• All GMCB class survey reports, condition of class items, and class correspondence relating to the cylinder liner failure and the drydocking;
• All maintenance history records for the main engine cylinder liners, including prior inspection records, wear-down measurements, liner replacement schedules, and spare parts inventory records;
• All engineering reports and incident assessments prepared by the vessel's Chief Engineer, Petros Vlahos, or any other member of the vessel's engineering department;
• All off-hire notices issued by Northwind and TSL's responses thereto.
General Maintenance Records
In addition to the incident-specific records identified above, TSL must preserve:
• All planned maintenance system ("PMS") records for the M/V Aegean Fortuna for the entire charter period (January 15, 2021 through the present), including all scheduled maintenance items, completed maintenance records, deferred maintenance items, and any overdue maintenance flags or alerts;
• All engine room logbooks, noon reports, and performance monitoring records;
• All Chief Engineer reports, including periodic machinery status reports, maintenance summaries, and stores/spares requisitions;
• All technical superintendent reports, vessel inspection reports, and shore-based technical management records relating to the vessel;
• All off-hire notices issued by Northwind during the charter period and all responses by TSL.
We wish to draw particular attention to the records of Chief Engineer Petros Vlahos. Mr. Vlahos's reports, correspondence, and communications relating to all three mechanical incidents are of central importance to the defense of this matter, and every effort must be made to ensure the comprehensive preservation of his files, whether maintained aboard the vessel, at TSL's shore offices, or on personal devices used for business purposes.
D. Maputo Deviation (September 2022)
All documents and ESI relating to the alleged unauthorized deviation of the M/V Aegean Fortuna to the port of Maputo, Mozambique, in September 2022 must be preserved. This category includes, without limitation:
1. All voyage orders, voyage instructions, and routing communications issued by TSL, Northwind, or any other party in connection with the Durban-to-Qingdao voyage.
2. All of Captain Nikolaos Giannopoulos's voyage logs, deck logbooks, bell books, master's reports, and master's protests (if any) for the month of September 2022 and through the vessel's arrival at Qingdao (or the next port of call if the Qingdao call was cancelled or delayed).
3. All weather reports, weather routing advisories, and communications with weather routing services (including any commercial weather routing providers engaged by TSL or the vessel) relating to the Durban-to-Qingdao voyage.
4. All communications between TSL's shore management (including the operations department, chartering department, and senior management) and the vessel regarding the decision to call at Maputo, Mozambique, including the commercial rationale for the call, any instructions issued to the Master, and any discussions regarding the potential impact on the Qingdao laycan.
5. Any cargo loading or commercial instructions from TSL or any third party relating to the Maputo call, including any fixture notes, cargo booking confirmations, or bills of lading for cargo loaded at Maputo.
6. All records relating to the Qingdao laycan window of October 1–5, 2022, including any communications between TSL, Northwind, Eastbourne Bulk Carriers Ltd., and any other parties regarding the vessel's expected arrival date, the feasibility of meeting the laycan, and the ultimate consequences of any delay.
7. All documentation relating to Northwind's demurrage and dead freight claims arising from the Maputo deviation, which Northwind quantifies at approximately $1,230,000. This includes demurrage calculations, laytime statements, statements of facts, dead freight calculations, and any supporting correspondence or invoices.
E. Hire Payments and Financial Records
1. All hire payment records, invoices, hire statements, and bank transfer confirmations for the entire charter period (January 15, 2021 through the present or the expiration of the charter).
2. All records relating to hire withheld by Northwind for the period of approximately October 1 through December 31, 2022 (approximately 110 days at $14,750 per day, totaling approximately $1,620,000), including any notices of deduction, set-off calculations, or correspondence between the parties regarding the withholding of hire.
3. All off-hire calculations and supporting documentation prepared by either party, including time logs, off-hire surveys, and any expert or consultant reports relating to the off-hire periods.
4. All documentation relating to substitute charter costs incurred by Northwind, bunker surcharges, additional port costs, and any other financial claims or counterclaims arising from the charter.
F. Communications. This is a broad but critical category. TSL must preserve the following communications in all formats, including but not limited to emails, email attachments, letters, facsimiles, text messages (SMS), messages sent or received via messaging applications (including but not limited to Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Viber, and WeChat), instant messages, voice recordings, and voicemail messages:
1. TSL–Northwind Communications: All communications between TSL (including all officers, directors, employees, agents, brokers, and representatives) and Northwind Maritime Corporation (including, without limitation, Viktor Lindgren, Sandra Chow, Richard Hartnett, and any other Northwind agent, employee, or representative), for the period of December 1, 2020 through the present date and continuing.
2. Internal Communications: All internal communications within TSL and Aegean Fortuna Shipholding Ltd. relating to the M/V Aegean Fortuna, including but not limited to communications involving or among Alexandros Stavridis, Elena Papadimitriou, Markos Theodorakis, Captain Nikolaos Giannopoulos, Chief Engineer Petros Vlahos, and any member of TSL's technical, operations, chartering, or commercial departments.
3. Classification Society Communications: All communications with the Global Maritime Classification Bureau ("GMCB"), including all class surveyors, inspectors, plan approval engineers, and administrative personnel, relating to the M/V Aegean Fortuna.
4. P&I Club Communications: All communications with Oceanus Mutual Protection & Indemnity Club, including its claims handler David Okafor and any other club personnel, relating to any claims, incidents, notifications, or coverage matters involving the M/V Aegean Fortuna.
5. H&M Insurer Communications: All communications with Fortis Marine Underwriters Ltd., including underwriter Catherine Allsworth and any other Fortis personnel, relating to the M/V Aegean Fortuna, its insurance coverage, and any claims or notifications.
6. Lender Communications: All communications with Meridian Capital Bank AG, including relationship manager Lukas Brandt and any other bank personnel, referencing the M/V Aegean Fortuna, the Northwind charter, or any matters relating to the vessel's financing, mortgage, or any covenant compliance issues that may relate to the incidents or the litigation.
G. Insurance Records
1. All claim notifications, claims correspondence, reserve notifications, coverage analyses, and any other documentation exchanged with or received from Oceanus Mutual Protection & Indemnity Club under Policy No. OCE-P&I-2020-TSL-0047, relating to any claims, incidents, or potential liabilities involving the M/V Aegean Fortuna.
2. All claim notifications, claims correspondence, adjusters' reports, loss notifications, and any other documentation exchanged with or received from Fortis Marine Underwriters Ltd. under Hull & Machinery Policy No. FMU-HM-2020-4892.
3. Any notifications, claims, or correspondence with Castellan Professional Liability Insurers Ltd. relating to directors' and officers' ("D&O") liability coverage, to the extent any such notifications have been made or contemplated in connection with the matters described herein.
H. Corporate and Governance Records
1. All board of directors resolutions, meeting minutes (including minutes of any board committees), and corporate governance records of both TSL and Aegean Fortuna Shipholding Ltd. that relate to or reference the M/V Aegean Fortuna, the Northwind charter-party, the mechanical incidents described herein, the Maputo deviation, or the commencement or defense of this litigation.
2. All records of TSL's auditor, Lysander & Associates, to the extent such records reference or relate to the Northwind charter, the mechanical incidents, the litigation, or any reserves, accruals, contingent liabilities, or financial statement disclosures relating to this matter. This includes management representation letters, audit workpapers, and any correspondence between Lysander & Associates and TSL's management regarding the foregoing matters.
IV. Forms of Documents and ESI to Be Preserved
The preservation obligation described in this notice extends to all forms of documents and ESI, regardless of the medium or format in which they are stored. Without limitation, the following forms of documents and ESI must be preserved:
Paper Documents: All originals and copies of paper documents, including but not limited to contracts, correspondence, memoranda, handwritten notes, logbooks, notebooks, charts, drawings, and printed reports. No paper documents falling within the scope of this hold may be discarded, shredded, recycled, or altered in any manner.
Electronic Documents: All electronically created or stored documents, including emails (and all attachments thereto), word processing files (including all prior drafts and versions), spreadsheets, databases, presentations, PDF files, scanned images, and any other electronic file formats.
Electronic Communications: All text messages (SMS), messages sent or received through messaging applications (including Meridian Services Inc., Harborline Technologies, Kestrel Data Systems, Viber, WeChat, and any other platform), instant messages, voicemail messages (whether stored locally or on a server), and any voice recordings.
Vessel Systems: All data maintained on or generated by the vessel's electronic systems, including electronic logbooks, planned maintenance system ("PMS") databases, voyage data recorder ("VDR") outputs and capsule data, Electronic Chart Display and Information System ("ECDIS") records and voyage history, and Automatic Identification System ("AIS") data. TSL should ensure that the vessel's VDR data for the relevant periods is preserved and not overwritten by routine cycling of the recording medium.
Backup Systems and Archived Data: All backup tapes, backup servers, archived data repositories, disaster recovery copies, and any other backup media containing copies of documents or ESI falling within the scope of this hold. Automated recycling or overwriting of backup media must be immediately suspended.
Cloud-Stored Data: All data stored in cloud-based systems, platforms, or services, including but not limited to cloud email services, cloud file storage (e.g., Aldermere Systems, Hollowell Health IT, Larkspur Technologies, Cobalt Ridge Systems), cloud-based fleet management systems, and any software-as-a-service platforms used for vessel operations, chartering, or commercial management.
Personal Devices: All laptops, desktop computers, mobile phones (including personal mobile phones used for business purposes), tablets, USB drives, external hard drives, and any other personal electronic devices used by relevant custodians to create, send, receive, or store business-related documents or communications. Each key custodian identified in Section V below must be specifically instructed to preserve all data on their personal devices that relates to the M/V Aegean Fortuna or the Northwind charter.
Social Media: Any posts, messages, comments, or other content published or shared through social media platforms (including but not limited to Westmark Health IT, Kestrel Services Inc., X (formerly Fenmore Solutions), and Northpoint Services Inc.) that reference or relate to the M/V Aegean Fortuna, the Northwind charter, or any of the incidents described herein.
V. Key Custodians
The following individuals have been identified as key custodians whose documents and ESI must be preserved as a matter of the highest priority. This list is not exhaustive, and additional custodians may be identified as the litigation progresses:
1. Alexandros Stavridis, Chairman and Chief Executive Officer, Thalassa Shipping & Logistics SA
2. Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA
3. Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA
4. Captain Nikolaos Giannopoulos, Master, M/V Aegean Fortuna
5. Petros Vlahos, Chief Engineer, M/V Aegean Fortuna
6. TSL's Technical Superintendent(s) responsible for the M/V Aegean Fortuna during the charter period
7. All personnel in TSL's Commercial and Chartering Department who were involved in the negotiation, execution, or administration of the Northwind charter or any sub-charter involving the vessel
8. All personnel in TSL's Operations Department who were involved in voyage planning, voyage orders, or the Maputo deviation
9. Any other employee, officer, director, agent, or representative of TSL or Aegean Fortuna Shipholding Ltd. who had involvement with, or possesses documents or communications relating to, the matters described in this notice
Each of the above-identified custodians must be individually notified of this litigation hold and must acknowledge receipt in writing. We request that Mr. Theodorakis coordinate the dissemination of this notice to all custodians and collect written acknowledgments from each individual. A suggested form of acknowledgment is attached hereto as Exhibit A, or TSL may use its own internal acknowledgment form, provided that it captures the custodian's name, date of receipt, and express confirmation that the custodian understands and will comply with the preservation obligations described herein.
For custodians currently serving aboard the M/V Aegean Fortuna (specifically Captain Giannopoulos and Chief Engineer Vlahos), TSL should ensure that this notice is transmitted to the vessel by the most expeditious means available, including email to the vessel's communications system, and should confirm receipt with the vessel's Master.
VI. Relevant Time Period
The preservation obligation set forth in this notice covers all documents and ESI created, sent, received, or stored during the period from January 1, 2020 through the present date, and continuing until further written notice from Calderwood & Harkness LLP.
The start date of January 1, 2020 has been selected to capture the period preceding the execution of the Charter-Party on December 3, 2020, during which the parties were engaged in negotiations, due diligence, and preliminary discussions that may be relevant to the interpretation of the Charter-Party and the parties' respective rights and obligations thereunder.
This is a continuing obligation. The duty to preserve documents and ESI remains in effect for the entire duration of the litigation, including any appeals. TSL and its personnel must continue to preserve all documents and ESI falling within the categories described herein as they are created or received going forward. This notice should not be read as limited to documents that exist as of today's date; rather, it extends to all future documents and communications that relate to the subject matter of the litigation.
VII. Suspension of Routine Destruction
TSL and Aegean Fortuna Shipholding Ltd. are hereby instructed to immediately suspend all routine document retention and destruction policies, automated deletion schedules, email purge protocols, and recycling programs as they apply to the categories of documents and ESI described in this notice. Specific steps that must be taken include, without limitation:
1. IT Department: TSL's Information Technology department must immediately suspend all auto-deletion protocols for email accounts belonging to key custodians and any other accounts that may contain relevant communications. All email backup tapes, server backups, and archive systems must be preserved and protected from overwriting or recycling. If TSL utilizes any email archiving or journaling system, the IT department must confirm that it is functioning properly and that all archived emails within the relevant time period are intact and accessible.
2. Vessel Management: TSL's vessel management and technical departments must immediately instruct the officers and crew of the M/V Aegean Fortuna to preserve all vessel-based electronic records, including electronic logbooks, PMS databases, VDR data, ECDIS records, and AIS data. If the vessel's VDR employs a fixed-duration recording loop, steps must be taken to download and preserve VDR data for the relevant periods before it is overwritten. All original paper logbooks (deck logbooks, engine room logbooks, official logbooks) must be secured and preserved aboard the vessel or ashore in a safe location.
3. General Destruction Hold: No documents or files of any kind relating to the M/V Aegean Fortuna, the Northwind charter, or the matters described in this notice may be destroyed, deleted, shredded, discarded, or altered, whether pursuant to routine policy or otherwise, until Calderwood & Harkness LLP issues a written release of this litigation hold.
VIII. Consequences of Non-Compliance
We wish to reiterate in the strongest possible terms the serious consequences that may flow from any failure to preserve relevant evidence. Spoliation of evidence — which encompasses the destruction, alteration, concealment, or failure to preserve documents or ESI that a party knows or reasonably should know are relevant to pending or anticipated litigation — may result in any or all of the following consequences:
• Adverse Inference Instructions: The Court may instruct the jury that it may infer that destroyed or missing documents were unfavorable to TSL's position. Such an instruction can be devastating at trial and may effectively determine the outcome of contested factual issues.
• Monetary Sanctions: The Court may impose substantial monetary sanctions on TSL, including the costs incurred by Northwind in bringing a spoliation motion and any additional discovery costs necessitated by the loss of evidence.
• Preclusion of Evidence: The Court may preclude TSL from introducing certain evidence or from pursuing certain defenses or counterclaims if relevant documents have been destroyed.
• Striking of Pleadings or Default Judgment: In extreme cases, the Court may strike TSL's answer and defenses or enter a default judgment against TSL.
• Other Remedial Measures: The Court retains broad discretion to fashion appropriate remedies for spoliation, which may include reopening discovery, ordering forensic examinations of TSL's computer systems, or imposing other conditions on the litigation.
Under New York law and applicable federal standards, the duty to preserve relevant evidence arises when litigation is reasonably anticipated, and certainly no later than the date on which a complaint is filed. See VOOM HD Holdings LLC v. EchoStar Satellite LLC, 93 A.D.3d 33 (1st Dep't 2012); Zubulake v. Ashgrove Trust Bank, 220 F.R.D. 212 (S.D.N.Y. 2003). Here, the complaint was filed on October 2, 2023, and TSL's preservation obligation is therefore absolute. Any destruction of relevant documents occurring after that date — or, arguably, after TSL first became aware of Northwind's claims — would be subject to the most searching judicial scrutiny.
IX. Compliance Confirmation and Reporting
We respectfully request that the following steps be taken to ensure and document compliance with this litigation hold:
1. Litigation Hold Coordinator. We request that Markos Theodorakis, as General Counsel of TSL, serve as the primary litigation hold coordinator responsible for overseeing the implementation and ongoing compliance with this notice. Mr. Theodorakis should serve as the central point of contact between TSL and Calderwood & Harkness LLP for all preservation-related matters.
2. Written Confirmation of Receipt and Implementation. We request that written confirmation of the receipt and implementation of this litigation hold notice be provided by all key custodians identified in Section V above within five (5) business days of the date of this notice — that is, by no later than October 25, 2023. Each custodian should confirm in writing that he or she has read and understands this notice and will comply with its directives. Mr. Theodorakis should collect these confirmations and transmit them to C&H.
3. Inventory of Document Repositories. We request that TSL provide Calderwood & Harkness LLP with a comprehensive inventory of all document repositories, servers, email systems, backup systems, cloud storage platforms, fleet management systems, and vessel-based electronic systems that contain or may contain potentially relevant materials. This inventory should include a description of each system, its location, the data it contains, the custodians who have access to it, and its retention and backup protocols. We ask that this inventory be provided within ten (10) business days of the date of this notice — that is, by no later than November 1, 2023.
4. Questions Regarding Scope. Any key custodian or other TSL personnel who has questions about the scope of this litigation hold or the relevance of particular documents should contact Calderwood & Harkness LLP directly. The appropriate contacts are:
Douglas Carmichael, Partner Telephone: (212) 506-7150
Email: d.carmichael@calderwoodharkness.com
Carlos Espinoza, Senior Associate Telephone: (212) 506-7283
Email: c.espinoza@calderwoodharkness.com
Please do not hesitate to reach out with any questions, no matter how minor they may seem. It is far better to ask a question and preserve a document unnecessarily than to discard a document that later proves to be relevant.
X. Ongoing Obligation and Updates
This litigation hold will remain in effect until Calderwood & Harkness LLP issues a written release expressly terminating the hold. No oral communication or informal statement should be construed as a release of any preservation obligation. The hold will not expire by the passage of time or upon the occurrence of any interim event in the litigation; it remains in effect throughout the pendency of the action, including any post-trial proceedings and appeals.
Calderwood & Harkness LLP may, from time to time, supplement this notice with additional categories of documents, additional custodians, or additional instructions as the litigation progresses and as further information becomes available through the discovery process and motion practice. Any such supplemental notices shall be treated with the same urgency and priority as this initial notice.
We also request that TSL promptly notify Calderwood & Harkness LLP if it becomes aware of any documents or ESI that may have been inadvertently destroyed, deleted, or altered after the filing of the complaint on October 2, 2023, or at any time during the period covered by this hold. Early disclosure of any such issues will allow us to assess the situation, take any necessary remedial steps, and, if appropriate, make voluntary disclosures to opposing counsel or the Court in a manner that minimizes the risk of sanctions or adverse inferences.
Similarly, if any key custodian separates from employment with TSL or Aegean Fortuna Shipholding during the pendency of this litigation, TSL must take all necessary steps to preserve that individual's documents and ESI before separation, including imaging the individual's computer and mobile devices and securing all paper files. Please notify C&H immediately if any key custodian is expected to depart or has departed the company.
XI. Contact Information
All questions, confirmations, and correspondence relating to this litigation hold should be directed to the following members of the Calderwood & Harkness LLP litigation team:
Douglas Carmichael Partner Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 506-7150
Email: d.carmichael@calderwoodharkness.com
Carlos Espinoza Senior Associate Calderwood & Harkness LLP One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 506-7283
Email: c.espinoza@calderwoodharkness.com
We appreciate TSL's prompt attention to this critical matter. The preservation of documents and ESI is a foundational obligation in any litigation, and full compliance with this notice will be essential to the effective defense of TSL's interests in this action. We are confident that, with Mr. Theodorakis's coordination and the cooperation of all key custodians, TSL will be able to meet its preservation obligations fully and in a timely manner.
We look forward to receiving written confirmation of receipt and implementation by October 25, 2023, and the document repository inventory by November 1, 2023. In the interim, please do not hesitate to contact us with any questions or concerns.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael Partner
Telephone: (212) 506-7150
Email: d.carmichael@calderwoodharkness.com
Enclosures: None (this notice is self-contained)
cc (via email):
Alexandros Stavridis, Chairman and CEO, Thalassa Shipping & Logistics SA Elena Papadimitriou, CFO, Thalassa Shipping & Logistics SA Francesca Morano, Partner, Calderwood & Harkness LLP Carlos Espinoza, Senior Associate, Calderwood & Harkness LLP Hannah Brinkley, Associate, Calderwood & Harkness LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND INTERNATIONAL REGISTERED MAIL

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts