1044-00006 · Hargrove, Delacroix & Stern LLP · Insurance & Lender

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PRIVILEGED & CONFIDENTIAL

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 50th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

October 31, 2024

David Okafor Claims Handler Oceanus Mutual Protection & Indemnity Club Clarendon House, 2 Church Street Hamilton HM 11, Bermuda

Re: Thalassa Shipping & Logistics SA — Notice of Claim and Request for Settlement Contribution

Policy No.: OCE-P&I-2020-TSL-0047

Claim Reference: 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

Vessel: M/V Aegean Fortuna (IMO No. 9847231)

C&H Matter No.: 1044-00006

Dear Mr. Okafor:

Calderwood & Harkness LLP represents Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, with its principal office and registered headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece. We also represent Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a wholly owned subsidiary of TSL incorporated in the Republic of Liberia (Liberian Registration No. LR-C-20167845), which is the registered owner of the M/V Aegean Fortuna. We write in connection with Policy No. OCE-P&I-2020-TSL-0047 (the "Policy") issued by the Oceanus Mutual Protection & Indemnity Club (the "Club") to provide formal notice of a settlement reached in the above-captioned litigation and to respectfully request a contribution from the Club in the amount of $2,500,000 toward the total settlement amount. This letter supplements any prior informal communications between TSL's General Counsel, Markos Theodorakis, and the Club's claims department regarding this matter, and is intended to serve as the formal written notice contemplated by the Club Rules.

The background of the litigation, the terms of the settlement, the basis for the Club's contribution, and the proposed funding mechanics are each set forth below.

1. Background of the Litigation

1.1 The Charter-Party

On December 3, 2020, Aegean Fortuna Shipholding Ltd. (as Owner) and Northwind Maritime Corporation ("Northwind") (as Charterer) executed a time charter-party on the New York Produce Exchange Form 2015 (NYPE 2015), as amended (the "Charter-Party"), bearing Charter-Party Reference No. NW-TSL-CP-2020-1203. Northwind is a corporation incorporated under the laws of the Republic of the marshall Islands, with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, United States.

The vessel subject to the Charter-Party is the M/V Aegean Fortuna, a Supramax dry bulk carrier of 58,200 deadweight tons, built in 2016, flagged in the Republic of Liberia, and classified with the Global Maritime Classification Bureau ("GMCB"). The Charter-Party provided for a charter period of thirty-six (36) months, commencing January 15, 2021 and expiring January 14, 2024. The agreed daily hire rate was $14,750 per day, yielding a total charter value over the full charter period of approximately $16,166,000.

Pursuant to Clause 46(b) of an addendum to the Charter-Party, the parties agreed that the Charter-Party would be governed by the law of the State of New York and that any disputes arising out of or in connection with the Charter-Party would be subject to the jurisdiction of either arbitration or litigation in the Supreme Court of the State of New York, New York County.

1.2 Northwind's Claims

On October 2, 2023, Northwind commenced an action in the Supreme Court of the State of New York, New York County, Commercial Division, by filing a Summons and Verified Complaint. The case was assigned Index No. 655421/2023 and was allotted to the Honorable Lorraine K. Chen, Justice of the Supreme Court, Part 49.

In its Complaint, Northwind alleged breach of the Charter-Party by TSL and Aegean Fortuna based on the following principal claims:

Mechanical Failures and Off-Hire. Northwind alleged that the M/V Aegean Fortuna suffered three separate mechanical failures during the charter period, rendering the vessel off-hire for a total of sixty-eight (68) days:

Incident 1 (March 12 – April 2, 2022): The vessel's main engine turbocharger failed while the vessel was underway in the Indian Ocean. The vessel was diverted to Colombo, Sri Lanka for emergency repairs, resulting in twenty-two (22) days of off-hire.

Incident 2 (July 8 – July 29, 2022): The vessel experienced a simultaneous ballast water treatment system ("BWTS") malfunction and auxiliary boiler failure while at the port of Richards Bay, Republic of South Africa. Repairs were conducted at Richards Bay, resulting in twenty-one (21) days of off-hire.

Incident 3 (November 15 – December 10, 2022): The vessel suffered a main engine cylinder liner failure, which required drydocking at the Keppel Verolme Shipyard in Rotterdam, the Netherlands. The vessel was off-hire for twenty-five (25) days during the drydocking and repair period.

Unauthorized Deviation. Northwind further alleged that in September 2022, during a voyage from Durban, Republic of South Africa, to Qingdao, People's Republic of China, the Master of the M/V Aegean Fortuna authorized an unauthorized call at the port of Maputo, Mozambique. Northwind alleged that this deviation caused the vessel to miss a cargo laycan window at Qingdao (October 1–5, 2022), resulting in the loss of a cargo booking and associated damages.

Damages. Northwind claimed total damages of $18,300,000, broken down as follows:

The sub-charter referenced above was a voyage sub-charter between Northwind and Eastbourne Bulk Carriers Ltd. at a daily rate of $17,200, the profits from which Northwind claimed were lost as a direct consequence of the off-hire periods. The three separate third-party shipper cargo claims arose from cargoes of iron ore, manganese ore, and nickel ore loaded during and around the period of the three mechanical incidents.

1.3 Thalassa's Defenses and Counterclaim

TSL and Aegean Fortuna vigorously defended against Northwind's claims and asserted the following principal defenses:

(a) The liquidated damages cap set forth in Clause 28 of the Charter-Party in the amount of $4,500,000 applies once to the entire charter period and is not available on a per-incident basis, as Northwind's reading of the clause would suggest. This interpretation was supported by the express language of the clause, which references "aggregate liability . . . under this Charter-Party" and was consistent with industry practice in NYPE 2015 charters.

(b) Incident 1 (turbocharger failure) resulted from a latent defect in the turbocharger unit that was not discoverable through the exercise of due diligence, as confirmed by the GMCB classification surveyor's report following the Colombo repair.

(c) Incident 2 (BWTS malfunction and boiler failure at Richards Bay) was caused, at least in part, by Northwind's agents loading contaminated ballast water while the vessel was at Richards Bay, a fact supported by water sample analyses conducted by independent marine surveyors.

(d) The Maputo port call was within the Master's reasonable discretion and was necessitated by the need to embark a replacement crew member and to take on fresh provisions, consistent with Clause 8 of the Charter-Party.

(e) The cargo damage claims arising from Incident 2 are governed by and should be apportioned pursuant to the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement"), and Northwind's attempt to recover the full amount of such claims against Owners is inconsistent with the apportionment regime.

(f) The third-party shipper claims are not properly recoverable as charter-party damages, as they are claims sounding in bailment and bills of lading that are governed by separate legal regimes, including the Carriage of Goods by Sea Act and the Hague-Visby Rules.

(g) Northwind failed to mitigate its damages by, among other things, declining to accept TSL's offer of a substitute vessel during the Incident 3 drydocking period and by failing to secure alternative cargo bookings for the Qingdao laycan window.

In addition, TSL filed a counterclaim against Northwind in the amount of $1,620,000, representing unpaid hire for the period from October 1 through December 31, 2022 — a total of 110 days at the daily rate of $14,750 per day — which Northwind had withheld from its hire payments, claiming entitlement to off-hire deductions and contractual setoff rights. TSL contended that Northwind's withholding was unauthorized and constituted a material breach of the Charter-Party.

1.4 Litigation Proceedings

The litigation proceeded through pleading, motion practice, discovery, and expert exchange over the course of approximately one year. The key milestones are summarized below:

• November 17, 2023: TSL and Aegean Fortuna filed their Answer, Affirmative Defenses, and Counterclaim.

• December 15, 2023: TSL filed a pre-answer motion to dismiss Count III (third-party shipper claims) and Count V (unjust enrichment) of Northwind's Complaint pursuant to CPLR § 3211(a)(7).

• March 8, 2024: The Court (Chen, J.S.C.) issued a Decision and Order granting the motion in part. Count V (unjust enrichment) was dismissed with prejudice on the grounds that the existence of an express contract governing the parties' relationship precluded a quasi-contractual theory. Count III (third-party shipper claims) was narrowed, with the Court holding that Northwind could proceed on the third-party shipper claims only to the extent that it could demonstrate that it had already satisfied or was legally obligated to satisfy such claims under bills of lading or other transport documents to which it was a party.

• January – August 2024: The parties conducted extensive document and deposition discovery. Over 125,000 pages of documents were produced, including vessel logs, maintenance records, classification society reports, internal TSL communications, Northwind's commercial records, sub-charter documentation, and cargo surveyor reports. Eight (8) fact depositions were completed, including the following witnesses:

• Alexandros Stavridis, Chairman and CEO of TSL

• Captain Nikolaos Giannopoulos, Master of the M/V Aegean Fortuna

• Petros Vlahos, Chief Engineer of the M/V Aegean Fortuna

• Markos Theodorakis, General Counsel of TSL

• Viktor Lindgren, President of Northwind Maritime Corporation

• Sandra Chow, Chief Financial Officer of Northwind Maritime Corporation

• James Harrington, Northwind's Head of Chartering Operations

• Lars Bergqvist, Independent Marine Surveyor (Richards Bay BWTS inspection)

• August 5, 2024: TSL served its expert reports. TSL's maritime engineering expert, Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS (Copenhagen), opined on the causation of the three mechanical incidents and the latent defect defense. TSL's damages expert, Dr. Constance Albright of Clearwater Economics LLC (Washington, D.C.), provided a detailed critique of Northwind's damages model and calculated TSL's maximum reasonable exposure at between $3.2 million and $5.1 million.

• August 19, 2024: Northwind served its expert reports. Captain Julian Blackmore (Ret.) of Blackmore Maritime Advisory Ltd. (London), a retired Master Mariner, opined on vessel seaworthiness, the adequacy of TSL's maintenance regime, and the deviation issue. Dr. Rajesh Anand of Pinnacle Valuation Partners LLP (New York) opined on Northwind's damages.

• September 9, 2024: Both parties served rebuttal expert reports.

• September 20, 2024: TSL filed a motion for partial summary judgment on two issues: (i) the proper interpretation of the Clause 28 liquidated damages cap (seeking a ruling that the $4,500,000 cap applies on an aggregate, charter-period basis), and (ii) dismissal of the deviation claim on the grounds that the Maputo call fell within the Master's contractual discretion. Northwind's opposition papers were due November 1, 2024. The motion was pending and fully briefed at the time the settlement was reached.

2. The Settlement

2.1 Mediation and Settlement in Principle

On October 28–29, 2024, the parties participated in a court-ordered mediation before the Honorable Gerald K. Fitzpatrick (Ret.), a retired Justice of the Supreme Court of the State of New York, Appellate Division, First Department. The mediation was conducted at the offices of Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005. Justice Fitzpatrick conducted the mediation over two full days, with multiple plenary sessions and extensive caucus negotiations.

At the conclusion of the second day of mediation, on October 29, 2024, the parties reached a settlement in principle. The essential terms of the settlement were memorialized in a one-page mediator's term sheet, which was signed by counsel for both parties. TSL and Aegean Fortuna were represented at the mediation by Calderwood & Harkness LLP (the undersigned and Francesca Morano, Partner). Northwind was represented by the law firm of Hargrove, Delacroix & Stern LLP (lead partner: Margaret Delacroix).

2.2 Principal Settlement Terms

The principal terms of the settlement, as reflected in the mediator's term sheet, are as follows:

(a) Total Settlement Amount. The total settlement amount is $7,850,000, to be paid by TSL and Aegean Fortuna (jointly and severally) to Northwind.

(b) Payment Structure. The settlement amount is payable in three installments:

• Payment 1: $4,000,000, due within thirty (30) days of the execution of the definitive Settlement Agreement and Mutual General Release (the "Effective Date");

• Payment 2: $2,000,000, due within ninety (90) days of the Effective Date;

• Payment 3: $1,850,000, due within one hundred fifty (150) days of the Effective Date.

(c) Mutual General Release. The parties will execute a mutual general release of all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the Charter-Party and the M/V Aegean Fortuna. This includes TSL's counterclaim for $1,620,000 in unpaid hire, which will be released as part of the global settlement. Accordingly, the net economic cost of the settlement to TSL is $6,230,000 (i.e., $7,850,000 less the $1,620,000 in unpaid hire that TSL would otherwise have continued to pursue).

(d) Escrow. All settlement payments are to be deposited into an escrow account maintained by Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, NY 10005 (Escrow Account No. ESC-2024-NYK-08831). Funds will be released to Northwind upon joint written instruction of counsel for both parties, or upon such other terms as shall be set forth in the Escrow Agreement.

(e) Confidentiality. The terms of the settlement are confidential. The parties may disclose the terms of the settlement to their respective insurers, lenders, auditors, tax advisors, and legal counsel, and as otherwise required by applicable law or regulation.

(f) Consent Judgment. In the event that TSL defaults on any installment payment, Northwind shall have the right to enter a consent judgment against TSL and Aegean Fortuna, jointly and severally, in the amount of the unpaid balance of the settlement, plus interest at the rate of 9% per annum (the New York statutory rate under CPLR § 5004).

(g) No Admission of Liability. The settlement does not constitute an admission of liability or fault by any party.

(h) Stipulation of discontinuance. The parties will file a Stipulation of discontinuance with Prejudice with the Court within ten (10) business days of TSL's final settlement payment.

(i) Withdrawal of Pending Motions. All pending motions, including TSL's September 20, 2024 motion for partial summary judgment, will be withdrawn with prejudice.

(j) Return/Destruction of discovery Materials. All discovery materials, including documents, deposition transcripts, and expert reports, are to be returned or destroyed within sixty (60) days of the final settlement payment, subject to any applicable document retention obligations.

2.3 Status. Calderwood & Harkness is currently negotiating and preparing the definitive Settlement Agreement and Mutual General Release (the "Settlement Agreement"), together with the related Escrow Agreement. Counsel for Northwind, Hargrove, Delacroix & Stern LLP, has circulated an initial draft of the Settlement Agreement, and we anticipate exchanging marked drafts during the first two weeks of November 2024. Execution of the Settlement Agreement is anticipated to occur in November 2024.

TSL's Board of Directors authorized a settlement of the Northwind litigation in an amount up to $8,500,000 by resolution adopted on October 18, 2024. The Board resolution was prepared with the assistance of Konstantinou & Rizos Law Offices, TSL's Greek local counsel, in accordance with the requirements of Greek corporate law and TSL's Articles of Association. A copy of the Board resolution is included among the enclosures to this letter.

3. P&I Coverage and Basis for Contribution

3.1 Policy Identification

TSL is a member of the Oceanus Mutual Protection & Indemnity Club and holds Policy No. OCE-P&I-2020-TSL-0047 (the "Policy"). The Policy provides protection and indemnity coverage for third-party liabilities arising from the operation of vessels in TSL's fleet, including, without limitation, the M/V Aegean Fortuna. The Policy has been in continuous effect throughout the charter period and the period of the litigation.

3.2 Covered Risks Implicated

The claims giving rise to the settlement encompass multiple categories of third-party liability arising from vessel operations that fall squarely within the scope of standard P&I coverage as set forth in the Club Rules and the Policy. In particular, the following covered risks are implicated:

Cargo Damage Claims. Northwind claimed $3,420,000 in damages for iron ore oxidation that occurred during Incident 2, when the BWTS malfunction and auxiliary boiler failure at Richards Bay caused delays and improper cargo ventilation conditions. In addition, Northwind asserted third-party shipper cargo claims aggregating $5,634,400 (although Count III of Northwind's Complaint was narrowed by the Court's March 8, 2024 Decision and Order). Cargo damage claims are a core category of P&I coverage, and the Club's Rules provide indemnity for liability arising out of loss of, damage to, or claims in connection with cargo carried on an entered vessel.

Liabilities Arising from Off-Hire Periods Caused by Mechanical Failures. The three off-hire incidents arose from mechanical failures that relate directly to the vessel's seaworthiness and the Owner's maintenance obligations — matters that give rise to third-party liabilities covered under the Policy.

Demurrage and Dead Freight from Alleged Deviation. To the extent that the demurrage and dead freight damages claimed by Northwind are attributable to operational decisions made by the Master and crew of the M/V Aegean Fortuna in connection with the Maputo port call, such liabilities are within the scope of P&I coverage for liabilities arising from the navigation and management of the vessel.

The settlement resolves all of the foregoing claims globally for $7,850,000, representing a substantial discount of approximately 57% from Northwind's total claimed damages of $18,300,000. TSL acknowledges that the settlement encompasses both covered and potentially non-covered elements; however, it is TSL's position that a significant portion of the settled claims — in particular, the cargo damage claims and the liabilities arising from vessel mechanical failures — falls within the scope of P&I coverage and warrants the Club's contribution.

3.3 Requested Contribution Amount

TSL respectfully requests a contribution of $2,500,000 from the Club toward the total $7,850,000 settlement amount. This requested contribution represents approximately 31.8% of the total settlement amount. TSL will fund the remaining $5,350,000 from corporate funds.

TSL submits that the requested contribution is reasonable and appropriate in light of the following considerations:

(a) The cargo damage claims alone — comprising $3,420,000 for the Incident 2 iron ore oxidation claim and $5,634,400 in third-party shipper claims — represented over $9,054,400 in aggregate cargo-related exposure. Cargo claims are among the most clearly covered categories of P&I risk, and this exposure alone exceeds the requested contribution by a factor of more than three.

(b) The strength of Northwind's claims on certain of the cargo issues was considerable. In particular, with respect to Incident 3 (the cylinder liner failure at Rotterdam), TSL's own internal engineering review and the GMCB surveyor's findings indicated that the failure was attributable to deferred maintenance of the cylinder liner, a point on which Northwind's expert, Captain Blackmore, offered persuasive testimony. TSL conceded the maintenance failure underlying Incident 3 during the mediation, and this concession materially affected the settlement dynamics.

(c) The settlement achieves significant cost savings for all parties, including the Club, relative to the costs and risks of proceeding through trial. Had the matter gone to trial — which was scheduled for January 2025 — TSL estimates that additional legal fees and expert costs of approximately $1,500,000 to $2,000,000 would have been incurred, and the range of potential adverse outcomes at trial, as assessed by TSL's damages expert Dr. Albright, extended up to approximately $10.2 million (excluding the released counterclaim). The settlement, at $7,850,000 gross ($6,230,000 net), falls at the lower end of the reasonable settlement range.

(d) TSL acted in good faith throughout the litigation and settlement process, engaged experienced counsel, retained qualified experts, and pursued a disciplined litigation strategy that narrowed Northwind's claims (dismissal of Count V, narrowing of Count III) and positioned TSL's key legal arguments (liquidated damages cap interpretation, deviation defense) for potential summary resolution.

4. Proposed Funding Mechanics

TSL proposes that the Club's $2,500,000 contribution be allocated across the three settlement installment payments in such manner as the Club may prefer. TSL is flexible regarding the timing and allocation of the Club's disbursement and is prepared to discuss these logistics with the Club's claims team at the Club's convenience.

As a practical matter, the Club's funds may be disbursed either (i) directly to TSL's account, for subsequent payment by TSL into the escrow account, or (ii) directly to the escrow account maintained by Atlantic Fiduciary Trust Company (60 Wall Street, Suite 2800, New York, NY 10005; Escrow Account No. ESC-2024-NYK-08831), with appropriate payment instructions to be coordinated among TSL, the Club, and Atlantic Fiduciary Trust Company. TSL has no preference between these two methods and will accommodate the Club's customary disbursement procedures.

TSL understands that the Club's contribution is subject to approval by the Board of Directors of the Oceanus Mutual Protection & Indemnity Club. In view of the anticipated execution of the Settlement Agreement in November 2024 and the first installment payment deadline of thirty (30) days following the Effective Date, TSL respectfully requests that Board consideration of this matter be expedited. TSL understands that the next regularly scheduled Board meeting is on or about November 22, 2024, and requests that this matter be placed on the agenda for that meeting. TSL and its counsel are available to provide any additional information, attend a call with the Board or a sub-committee of the Board, or submit a supplemental written presentation, as the Club may find helpful in connection with its review process.

5. Information and Documentation

The following documents are enclosed with this letter for the Club's review:

1. Copy of the mediator's term sheet dated October 29, 2024;

2. Summary of Northwind's claimed damages ($18,300,000 breakdown);

3. Summary of TSL's defenses;

4. Timeline of litigation proceedings; and

5. TSL Board of Directors resolution authorizing settlement, dated October 18, 2024.

Upon execution of the definitive Settlement Agreement and Mutual General Release, TSL will promptly transmit to the Club a fully executed copy of the Settlement Agreement together with the Escrow Agreement.

TSL is committed to providing the Club with any additional documentation that the Club may require in connection with its review and Board approval process. We are prepared to make available, upon request, copies of pleadings, court orders, expert reports, deposition transcripts, and such other litigation materials as the Club may wish to examine. Please do not hesitate to advise us of any additional informational needs.

6. Reservation of Rights

TSL expressly reserves all rights, remedies, and entitlements under Policy No. OCE-P&I-2020-TSL-0047 and the Club Rules, including, without limitation, the right to seek additional contributions or indemnification from the Club in connection with any claims arising out of the operation of the M/V Aegean Fortuna or any other vessel in TSL's fleet. Nothing in this letter, in the settlement with Northwind, or in any related communication shall be deemed or construed as a waiver, release, or relinquishment of any coverage rights or entitlements under the Policy or the Club Rules, whether with respect to the claims addressed herein or otherwise.

7. Related Insurance

For the Club's information and records, the following additional insurance coverages are relevant to this matter:

Hull and Machinery Coverage. TSL's hull and machinery coverage for the M/V Aegean Fortuna is underwritten by Fortis Marine Underwriters Ltd. under Policy No. FMU-HM-2020-4892. TSL intends to provide separate notice of the settlement to Fortis Marine Underwriters and to confirm that the terms of the settlement do not impair or prejudice Fortis Marine's subrogation rights with respect to any claims arising out of the mechanical incidents involving the vessel.

Directors and Officers Liability Coverage. TSL's directors and officers liability coverage is provided by Castellan Professional Liability Insurers Ltd., domiciled in Dublin, Ireland. At this time, no D&O claim has been asserted, and none is anticipated in connection with the Northwind litigation or the settlement.

TSL is not aware of any other insurance policies that may respond to the claims resolved by the settlement, but will promptly notify the Club if any such policies are identified.

8. Lender Notification

TSL is separately providing notice of the settlement to its primary lender, Meridian Capital Bank AG (Hamburg, Federal Republic of Germany), pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, by and among TSL (as Borrower), Meridian Capital Bank AG (as Administrative Agent and Lead Arranger), and certain syndicate lenders party thereto. Section 8.14 of the Credit Agreement requires TSL to notify the Administrative Agent of any material litigation settlement exceeding $5,000,000 within ten (10) business days of the execution of the settlement agreement. The $340,000,000 revolving credit facility extended under the Credit Agreement is secured by first-preferred vessel mortgages across TSL's fleet, including the M/V Aegean Fortuna. TSL does not anticipate that the settlement will give rise to any covenant compliance issues under the Credit Agreement, and TSL's CFO, Elena Papadimitriou, is coordinating the lender notification in parallel with this communication.

9. Contact Information and Next Steps

We respectfully request that you, or the Club's designated representative, contact the undersigned at your earliest convenience to discuss the contribution request set forth in this letter and to identify any additional information or documentation that the Club may require to complete its review.

TSL's General Counsel, Markos Theodorakis, is also available to discuss this matter directly with the Club's claims team. Mr. Theodorakis can be reached at TSL's headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece (telephone: +30 210 429 7600; email: m.theodorakis@thalassashipping.gr).

We wish to emphasize the time-sensitive nature of this request. As noted above, execution of the definitive Settlement Agreement is anticipated in November 2024, with the first installment payment of $4,000,000 due within thirty (30) days of the Effective Date. TSL's ability to meet its payment obligations under the settlement in an orderly fashion will be materially facilitated by prompt confirmation of the Club's contribution. We therefore respectfully urge that this matter receive the Club's expedited attention and that it be placed on the agenda for the Oceanus Board meeting anticipated on November 22, 2024.

We sincerely appreciate the Club's attention to this matter and its longstanding relationship with TSL. We are confident that the settlement represents a prudent and commercially reasonable resolution of a complex and hard-fought dispute, and that the requested contribution is well within the scope of the Club's coverage obligations and consistent with the Club's established claims practices. We look forward to your prompt response and to working with the Club's claims team to finalize the funding arrangements.

Please do not hesitate to contact me directly at (212) 558-4127 or at dcarmichael@calderwoodharkness.com with any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael Partner

One Liberty Plaza, 50th Floor New York, NY 10006 Telephone: (212) 558-4127

Email: dcarmichael@calderwoodharkness.com

cc: (via email)

Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA

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

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

Francesca Morano, Partner, Calderwood & Harkness LLP

Carlos Espinoza, Senior Associate, Calderwood & Harkness LLP

Enclosures:

1. Mediator's Term Sheet (October 29, 2024)

2. Summary of Northwind's Claimed Damages ($18,300,000 Breakdown)

3. Summary of TSL's Defenses

4. Timeline of Litigation Proceedings

5. TSL Board of Directors Resolution Authorizing Settlement (October 18, 2024)

Category	Amount
Off-hire deductions (68 days × $14,750/day)	$1,003,000
Liquidated damages under Clause 28 of the Charter-Party	$4,500,000
Substitute charter costs	$471,600
Cargo damage claims (iron ore oxidation during Incident 2)	$3,420,000
Demurrage and dead freight from Qingdao laycan miss	$1,230,000
Additional port costs and bunker surcharges	$875,400
Lost sub-charter profit (sub-charter to Eastbourne Bulk Carriers Ltd. at $17,200/day)	$166,600
Third-party shipper claims (three separate cargo claims)	$5,634,400
Legal fees and expert costs	$999,000
Total	$18,300,000

PRIVILEGED & CONFIDENTIAL
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 50th Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
October 31, 2024
David Okafor Claims Handler Oceanus Mutual Protection & Indemnity Club Clarendon House, 2 Church Street Hamilton HM 11, Bermuda
Re: Thalassa Shipping & Logistics SA — Notice of Claim and Request for Settlement Contribution
Policy No.: OCE-P&I-2020-TSL-0047
Claim Reference: 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
Vessel: M/V Aegean Fortuna (IMO No. 9847231)
C&H Matter No.: 1044-00006
Dear Mr. Okafor:
Calderwood & Harkness LLP represents Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized under the laws of the Hellenic Republic, with its principal office and registered headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece. We also represent Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a wholly owned subsidiary of TSL incorporated in the Republic of Liberia (Liberian Registration No. LR-C-20167845), which is the registered owner of the M/V Aegean Fortuna. We write in connection with Policy No. OCE-P&I-2020-TSL-0047 (the "Policy") issued by the Oceanus Mutual Protection & Indemnity Club (the "Club") to provide formal notice of a settlement reached in the above-captioned litigation and to respectfully request a contribution from the Club in the amount of $2,500,000 toward the total settlement amount. This letter supplements any prior informal communications between TSL's General Counsel, Markos Theodorakis, and the Club's claims department regarding this matter, and is intended to serve as the formal written notice contemplated by the Club Rules.
The background of the litigation, the terms of the settlement, the basis for the Club's contribution, and the proposed funding mechanics are each set forth below.
1. Background of the Litigation
1.1 The Charter-Party
On December 3, 2020, Aegean Fortuna Shipholding Ltd. (as Owner) and Northwind Maritime Corporation ("Northwind") (as Charterer) executed a time charter-party on the New York Produce Exchange Form 2015 (NYPE 2015), as amended (the "Charter-Party"), bearing Charter-Party Reference No. NW-TSL-CP-2020-1203. Northwind is a corporation incorporated under the laws of the Republic of the marshall Islands, with its principal office at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, United States.
The vessel subject to the Charter-Party is the M/V Aegean Fortuna, a Supramax dry bulk carrier of 58,200 deadweight tons, built in 2016, flagged in the Republic of Liberia, and classified with the Global Maritime Classification Bureau ("GMCB"). The Charter-Party provided for a charter period of thirty-six (36) months, commencing January 15, 2021 and expiring January 14, 2024. The agreed daily hire rate was $14,750 per day, yielding a total charter value over the full charter period of approximately $16,166,000.
Pursuant to Clause 46(b) of an addendum to the Charter-Party, the parties agreed that the Charter-Party would be governed by the law of the State of New York and that any disputes arising out of or in connection with the Charter-Party would be subject to the jurisdiction of either arbitration or litigation in the Supreme Court of the State of New York, New York County.
1.2 Northwind's Claims
On October 2, 2023, Northwind commenced an action in the Supreme Court of the State of New York, New York County, Commercial Division, by filing a Summons and Verified Complaint. The case was assigned Index No. 655421/2023 and was allotted to the Honorable Lorraine K. Chen, Justice of the Supreme Court, Part 49.
In its Complaint, Northwind alleged breach of the Charter-Party by TSL and Aegean Fortuna based on the following principal claims:
Mechanical Failures and Off-Hire. Northwind alleged that the M/V Aegean Fortuna suffered three separate mechanical failures during the charter period, rendering the vessel off-hire for a total of sixty-eight (68) days:
Incident 1 (March 12 – April 2, 2022): The vessel's main engine turbocharger failed while the vessel was underway in the Indian Ocean. The vessel was diverted to Colombo, Sri Lanka for emergency repairs, resulting in twenty-two (22) days of off-hire.
Incident 2 (July 8 – July 29, 2022): The vessel experienced a simultaneous ballast water treatment system ("BWTS") malfunction and auxiliary boiler failure while at the port of Richards Bay, Republic of South Africa. Repairs were conducted at Richards Bay, resulting in twenty-one (21) days of off-hire.
Incident 3 (November 15 – December 10, 2022): The vessel suffered a main engine cylinder liner failure, which required drydocking at the Keppel Verolme Shipyard in Rotterdam, the Netherlands. The vessel was off-hire for twenty-five (25) days during the drydocking and repair period.
Unauthorized Deviation. Northwind further alleged that in September 2022, during a voyage from Durban, Republic of South Africa, to Qingdao, People's Republic of China, the Master of the M/V Aegean Fortuna authorized an unauthorized call at the port of Maputo, Mozambique. Northwind alleged that this deviation caused the vessel to miss a cargo laycan window at Qingdao (October 1–5, 2022), resulting in the loss of a cargo booking and associated damages.
Damages. Northwind claimed total damages of $18,300,000, broken down as follows:
The sub-charter referenced above was a voyage sub-charter between Northwind and Eastbourne Bulk Carriers Ltd. at a daily rate of $17,200, the profits from which Northwind claimed were lost as a direct consequence of the off-hire periods. The three separate third-party shipper cargo claims arose from cargoes of iron ore, manganese ore, and nickel ore loaded during and around the period of the three mechanical incidents.
1.3 Thalassa's Defenses and Counterclaim
TSL and Aegean Fortuna vigorously defended against Northwind's claims and asserted the following principal defenses:
(a) The liquidated damages cap set forth in Clause 28 of the Charter-Party in the amount of $4,500,000 applies once to the entire charter period and is not available on a per-incident basis, as Northwind's reading of the clause would suggest. This interpretation was supported by the express language of the clause, which references "aggregate liability . . . under this Charter-Party" and was consistent with industry practice in NYPE 2015 charters.
(b) Incident 1 (turbocharger failure) resulted from a latent defect in the turbocharger unit that was not discoverable through the exercise of due diligence, as confirmed by the GMCB classification surveyor's report following the Colombo repair.
(c) Incident 2 (BWTS malfunction and boiler failure at Richards Bay) was caused, at least in part, by Northwind's agents loading contaminated ballast water while the vessel was at Richards Bay, a fact supported by water sample analyses conducted by independent marine surveyors.
(d) The Maputo port call was within the Master's reasonable discretion and was necessitated by the need to embark a replacement crew member and to take on fresh provisions, consistent with Clause 8 of the Charter-Party.
(e) The cargo damage claims arising from Incident 2 are governed by and should be apportioned pursuant to the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement"), and Northwind's attempt to recover the full amount of such claims against Owners is inconsistent with the apportionment regime.
(f) The third-party shipper claims are not properly recoverable as charter-party damages, as they are claims sounding in bailment and bills of lading that are governed by separate legal regimes, including the Carriage of Goods by Sea Act and the Hague-Visby Rules.
(g) Northwind failed to mitigate its damages by, among other things, declining to accept TSL's offer of a substitute vessel during the Incident 3 drydocking period and by failing to secure alternative cargo bookings for the Qingdao laycan window.
In addition, TSL filed a counterclaim against Northwind in the amount of $1,620,000, representing unpaid hire for the period from October 1 through December 31, 2022 — a total of 110 days at the daily rate of $14,750 per day — which Northwind had withheld from its hire payments, claiming entitlement to off-hire deductions and contractual setoff rights. TSL contended that Northwind's withholding was unauthorized and constituted a material breach of the Charter-Party.
1.4 Litigation Proceedings
The litigation proceeded through pleading, motion practice, discovery, and expert exchange over the course of approximately one year. The key milestones are summarized below:
• November 17, 2023: TSL and Aegean Fortuna filed their Answer, Affirmative Defenses, and Counterclaim.
• December 15, 2023: TSL filed a pre-answer motion to dismiss Count III (third-party shipper claims) and Count V (unjust enrichment) of Northwind's Complaint pursuant to CPLR § 3211(a)(7).
• March 8, 2024: The Court (Chen, J.S.C.) issued a Decision and Order granting the motion in part. Count V (unjust enrichment) was dismissed with prejudice on the grounds that the existence of an express contract governing the parties' relationship precluded a quasi-contractual theory. Count III (third-party shipper claims) was narrowed, with the Court holding that Northwind could proceed on the third-party shipper claims only to the extent that it could demonstrate that it had already satisfied or was legally obligated to satisfy such claims under bills of lading or other transport documents to which it was a party.
• January – August 2024: The parties conducted extensive document and deposition discovery. Over 125,000 pages of documents were produced, including vessel logs, maintenance records, classification society reports, internal TSL communications, Northwind's commercial records, sub-charter documentation, and cargo surveyor reports. Eight (8) fact depositions were completed, including the following witnesses:
• Alexandros Stavridis, Chairman and CEO of TSL
• Captain Nikolaos Giannopoulos, Master of the M/V Aegean Fortuna
• Petros Vlahos, Chief Engineer of the M/V Aegean Fortuna
• Markos Theodorakis, General Counsel of TSL
• Viktor Lindgren, President of Northwind Maritime Corporation
• Sandra Chow, Chief Financial Officer of Northwind Maritime Corporation
• James Harrington, Northwind's Head of Chartering Operations
• Lars Bergqvist, Independent Marine Surveyor (Richards Bay BWTS inspection)
• August 5, 2024: TSL served its expert reports. TSL's maritime engineering expert, Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS (Copenhagen), opined on the causation of the three mechanical incidents and the latent defect defense. TSL's damages expert, Dr. Constance Albright of Clearwater Economics LLC (Washington, D.C.), provided a detailed critique of Northwind's damages model and calculated TSL's maximum reasonable exposure at between $3.2 million and $5.1 million.
• August 19, 2024: Northwind served its expert reports. Captain Julian Blackmore (Ret.) of Blackmore Maritime Advisory Ltd. (London), a retired Master Mariner, opined on vessel seaworthiness, the adequacy of TSL's maintenance regime, and the deviation issue. Dr. Rajesh Anand of Pinnacle Valuation Partners LLP (New York) opined on Northwind's damages.
• September 9, 2024: Both parties served rebuttal expert reports.
• September 20, 2024: TSL filed a motion for partial summary judgment on two issues: (i) the proper interpretation of the Clause 28 liquidated damages cap (seeking a ruling that the $4,500,000 cap applies on an aggregate, charter-period basis), and (ii) dismissal of the deviation claim on the grounds that the Maputo call fell within the Master's contractual discretion. Northwind's opposition papers were due November 1, 2024. The motion was pending and fully briefed at the time the settlement was reached.
2. The Settlement
2.1 Mediation and Settlement in Principle
On October 28–29, 2024, the parties participated in a court-ordered mediation before the Honorable Gerald K. Fitzpatrick (Ret.), a retired Justice of the Supreme Court of the State of New York, Appellate Division, First Department. The mediation was conducted at the offices of Bayside Dispute Resolution Services LLC, located at 140 Broadway, Suite 3200, New York, NY 10005. Justice Fitzpatrick conducted the mediation over two full days, with multiple plenary sessions and extensive caucus negotiations.
At the conclusion of the second day of mediation, on October 29, 2024, the parties reached a settlement in principle. The essential terms of the settlement were memorialized in a one-page mediator's term sheet, which was signed by counsel for both parties. TSL and Aegean Fortuna were represented at the mediation by Calderwood & Harkness LLP (the undersigned and Francesca Morano, Partner). Northwind was represented by the law firm of Hargrove, Delacroix & Stern LLP (lead partner: Margaret Delacroix).
2.2 Principal Settlement Terms
The principal terms of the settlement, as reflected in the mediator's term sheet, are as follows:
(a) Total Settlement Amount. The total settlement amount is $7,850,000, to be paid by TSL and Aegean Fortuna (jointly and severally) to Northwind.
(b) Payment Structure. The settlement amount is payable in three installments:
• Payment 1: $4,000,000, due within thirty (30) days of the execution of the definitive Settlement Agreement and Mutual General Release (the "Effective Date");
• Payment 2: $2,000,000, due within ninety (90) days of the Effective Date;
• Payment 3: $1,850,000, due within one hundred fifty (150) days of the Effective Date.
(c) Mutual General Release. The parties will execute a mutual general release of all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the Charter-Party and the M/V Aegean Fortuna. This includes TSL's counterclaim for $1,620,000 in unpaid hire, which will be released as part of the global settlement. Accordingly, the net economic cost of the settlement to TSL is $6,230,000 (i.e., $7,850,000 less the $1,620,000 in unpaid hire that TSL would otherwise have continued to pursue).
(d) Escrow. All settlement payments are to be deposited into an escrow account maintained by Atlantic Fiduciary Trust Company, located at 60 Wall Street, Suite 2800, New York, NY 10005 (Escrow Account No. ESC-2024-NYK-08831). Funds will be released to Northwind upon joint written instruction of counsel for both parties, or upon such other terms as shall be set forth in the Escrow Agreement.
(e) Confidentiality. The terms of the settlement are confidential. The parties may disclose the terms of the settlement to their respective insurers, lenders, auditors, tax advisors, and legal counsel, and as otherwise required by applicable law or regulation.
(f) Consent Judgment. In the event that TSL defaults on any installment payment, Northwind shall have the right to enter a consent judgment against TSL and Aegean Fortuna, jointly and severally, in the amount of the unpaid balance of the settlement, plus interest at the rate of 9% per annum (the New York statutory rate under CPLR § 5004).
(g) No Admission of Liability. The settlement does not constitute an admission of liability or fault by any party.
(h) Stipulation of discontinuance. The parties will file a Stipulation of discontinuance with Prejudice with the Court within ten (10) business days of TSL's final settlement payment.
(i) Withdrawal of Pending Motions. All pending motions, including TSL's September 20, 2024 motion for partial summary judgment, will be withdrawn with prejudice.
(j) Return/Destruction of discovery Materials. All discovery materials, including documents, deposition transcripts, and expert reports, are to be returned or destroyed within sixty (60) days of the final settlement payment, subject to any applicable document retention obligations.
2.3 Status. Calderwood & Harkness is currently negotiating and preparing the definitive Settlement Agreement and Mutual General Release (the "Settlement Agreement"), together with the related Escrow Agreement. Counsel for Northwind, Hargrove, Delacroix & Stern LLP, has circulated an initial draft of the Settlement Agreement, and we anticipate exchanging marked drafts during the first two weeks of November 2024. Execution of the Settlement Agreement is anticipated to occur in November 2024.
TSL's Board of Directors authorized a settlement of the Northwind litigation in an amount up to $8,500,000 by resolution adopted on October 18, 2024. The Board resolution was prepared with the assistance of Konstantinou & Rizos Law Offices, TSL's Greek local counsel, in accordance with the requirements of Greek corporate law and TSL's Articles of Association. A copy of the Board resolution is included among the enclosures to this letter.
3. P&I Coverage and Basis for Contribution
3.1 Policy Identification
TSL is a member of the Oceanus Mutual Protection & Indemnity Club and holds Policy No. OCE-P&I-2020-TSL-0047 (the "Policy"). The Policy provides protection and indemnity coverage for third-party liabilities arising from the operation of vessels in TSL's fleet, including, without limitation, the M/V Aegean Fortuna. The Policy has been in continuous effect throughout the charter period and the period of the litigation.
3.2 Covered Risks Implicated
The claims giving rise to the settlement encompass multiple categories of third-party liability arising from vessel operations that fall squarely within the scope of standard P&I coverage as set forth in the Club Rules and the Policy. In particular, the following covered risks are implicated:
Cargo Damage Claims. Northwind claimed $3,420,000 in damages for iron ore oxidation that occurred during Incident 2, when the BWTS malfunction and auxiliary boiler failure at Richards Bay caused delays and improper cargo ventilation conditions. In addition, Northwind asserted third-party shipper cargo claims aggregating $5,634,400 (although Count III of Northwind's Complaint was narrowed by the Court's March 8, 2024 Decision and Order). Cargo damage claims are a core category of P&I coverage, and the Club's Rules provide indemnity for liability arising out of loss of, damage to, or claims in connection with cargo carried on an entered vessel.
Liabilities Arising from Off-Hire Periods Caused by Mechanical Failures. The three off-hire incidents arose from mechanical failures that relate directly to the vessel's seaworthiness and the Owner's maintenance obligations — matters that give rise to third-party liabilities covered under the Policy.
Demurrage and Dead Freight from Alleged Deviation. To the extent that the demurrage and dead freight damages claimed by Northwind are attributable to operational decisions made by the Master and crew of the M/V Aegean Fortuna in connection with the Maputo port call, such liabilities are within the scope of P&I coverage for liabilities arising from the navigation and management of the vessel.
The settlement resolves all of the foregoing claims globally for $7,850,000, representing a substantial discount of approximately 57% from Northwind's total claimed damages of $18,300,000. TSL acknowledges that the settlement encompasses both covered and potentially non-covered elements; however, it is TSL's position that a significant portion of the settled claims — in particular, the cargo damage claims and the liabilities arising from vessel mechanical failures — falls within the scope of P&I coverage and warrants the Club's contribution.
3.3 Requested Contribution Amount
TSL respectfully requests a contribution of $2,500,000 from the Club toward the total $7,850,000 settlement amount. This requested contribution represents approximately 31.8% of the total settlement amount. TSL will fund the remaining $5,350,000 from corporate funds.
TSL submits that the requested contribution is reasonable and appropriate in light of the following considerations:
(a) The cargo damage claims alone — comprising $3,420,000 for the Incident 2 iron ore oxidation claim and $5,634,400 in third-party shipper claims — represented over $9,054,400 in aggregate cargo-related exposure. Cargo claims are among the most clearly covered categories of P&I risk, and this exposure alone exceeds the requested contribution by a factor of more than three.
(b) The strength of Northwind's claims on certain of the cargo issues was considerable. In particular, with respect to Incident 3 (the cylinder liner failure at Rotterdam), TSL's own internal engineering review and the GMCB surveyor's findings indicated that the failure was attributable to deferred maintenance of the cylinder liner, a point on which Northwind's expert, Captain Blackmore, offered persuasive testimony. TSL conceded the maintenance failure underlying Incident 3 during the mediation, and this concession materially affected the settlement dynamics.
(c) The settlement achieves significant cost savings for all parties, including the Club, relative to the costs and risks of proceeding through trial. Had the matter gone to trial — which was scheduled for January 2025 — TSL estimates that additional legal fees and expert costs of approximately $1,500,000 to $2,000,000 would have been incurred, and the range of potential adverse outcomes at trial, as assessed by TSL's damages expert Dr. Albright, extended up to approximately $10.2 million (excluding the released counterclaim). The settlement, at $7,850,000 gross ($6,230,000 net), falls at the lower end of the reasonable settlement range.
(d) TSL acted in good faith throughout the litigation and settlement process, engaged experienced counsel, retained qualified experts, and pursued a disciplined litigation strategy that narrowed Northwind's claims (dismissal of Count V, narrowing of Count III) and positioned TSL's key legal arguments (liquidated damages cap interpretation, deviation defense) for potential summary resolution.
4. Proposed Funding Mechanics
TSL proposes that the Club's $2,500,000 contribution be allocated across the three settlement installment payments in such manner as the Club may prefer. TSL is flexible regarding the timing and allocation of the Club's disbursement and is prepared to discuss these logistics with the Club's claims team at the Club's convenience.
As a practical matter, the Club's funds may be disbursed either (i) directly to TSL's account, for subsequent payment by TSL into the escrow account, or (ii) directly to the escrow account maintained by Atlantic Fiduciary Trust Company (60 Wall Street, Suite 2800, New York, NY 10005; Escrow Account No. ESC-2024-NYK-08831), with appropriate payment instructions to be coordinated among TSL, the Club, and Atlantic Fiduciary Trust Company. TSL has no preference between these two methods and will accommodate the Club's customary disbursement procedures.
TSL understands that the Club's contribution is subject to approval by the Board of Directors of the Oceanus Mutual Protection & Indemnity Club. In view of the anticipated execution of the Settlement Agreement in November 2024 and the first installment payment deadline of thirty (30) days following the Effective Date, TSL respectfully requests that Board consideration of this matter be expedited. TSL understands that the next regularly scheduled Board meeting is on or about November 22, 2024, and requests that this matter be placed on the agenda for that meeting. TSL and its counsel are available to provide any additional information, attend a call with the Board or a sub-committee of the Board, or submit a supplemental written presentation, as the Club may find helpful in connection with its review process.
5. Information and Documentation
The following documents are enclosed with this letter for the Club's review:
1. Copy of the mediator's term sheet dated October 29, 2024;
2. Summary of Northwind's claimed damages ($18,300,000 breakdown);
3. Summary of TSL's defenses;
4. Timeline of litigation proceedings; and
5. TSL Board of Directors resolution authorizing settlement, dated October 18, 2024.
Upon execution of the definitive Settlement Agreement and Mutual General Release, TSL will promptly transmit to the Club a fully executed copy of the Settlement Agreement together with the Escrow Agreement.
TSL is committed to providing the Club with any additional documentation that the Club may require in connection with its review and Board approval process. We are prepared to make available, upon request, copies of pleadings, court orders, expert reports, deposition transcripts, and such other litigation materials as the Club may wish to examine. Please do not hesitate to advise us of any additional informational needs.
6. Reservation of Rights
TSL expressly reserves all rights, remedies, and entitlements under Policy No. OCE-P&I-2020-TSL-0047 and the Club Rules, including, without limitation, the right to seek additional contributions or indemnification from the Club in connection with any claims arising out of the operation of the M/V Aegean Fortuna or any other vessel in TSL's fleet. Nothing in this letter, in the settlement with Northwind, or in any related communication shall be deemed or construed as a waiver, release, or relinquishment of any coverage rights or entitlements under the Policy or the Club Rules, whether with respect to the claims addressed herein or otherwise.
7. Related Insurance
For the Club's information and records, the following additional insurance coverages are relevant to this matter:
Hull and Machinery Coverage. TSL's hull and machinery coverage for the M/V Aegean Fortuna is underwritten by Fortis Marine Underwriters Ltd. under Policy No. FMU-HM-2020-4892. TSL intends to provide separate notice of the settlement to Fortis Marine Underwriters and to confirm that the terms of the settlement do not impair or prejudice Fortis Marine's subrogation rights with respect to any claims arising out of the mechanical incidents involving the vessel.
Directors and Officers Liability Coverage. TSL's directors and officers liability coverage is provided by Castellan Professional Liability Insurers Ltd., domiciled in Dublin, Ireland. At this time, no D&O claim has been asserted, and none is anticipated in connection with the Northwind litigation or the settlement.
TSL is not aware of any other insurance policies that may respond to the claims resolved by the settlement, but will promptly notify the Club if any such policies are identified.
8. Lender Notification
TSL is separately providing notice of the settlement to its primary lender, Meridian Capital Bank AG (Hamburg, Federal Republic of Germany), pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, by and among TSL (as Borrower), Meridian Capital Bank AG (as Administrative Agent and Lead Arranger), and certain syndicate lenders party thereto. Section 8.14 of the Credit Agreement requires TSL to notify the Administrative Agent of any material litigation settlement exceeding $5,000,000 within ten (10) business days of the execution of the settlement agreement. The $340,000,000 revolving credit facility extended under the Credit Agreement is secured by first-preferred vessel mortgages across TSL's fleet, including the M/V Aegean Fortuna. TSL does not anticipate that the settlement will give rise to any covenant compliance issues under the Credit Agreement, and TSL's CFO, Elena Papadimitriou, is coordinating the lender notification in parallel with this communication.
9. Contact Information and Next Steps
We respectfully request that you, or the Club's designated representative, contact the undersigned at your earliest convenience to discuss the contribution request set forth in this letter and to identify any additional information or documentation that the Club may require to complete its review.
TSL's General Counsel, Markos Theodorakis, is also available to discuss this matter directly with the Club's claims team. Mr. Theodorakis can be reached at TSL's headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece (telephone: +30 210 429 7600; email: m.theodorakis@thalassashipping.gr).
We wish to emphasize the time-sensitive nature of this request. As noted above, execution of the definitive Settlement Agreement is anticipated in November 2024, with the first installment payment of $4,000,000 due within thirty (30) days of the Effective Date. TSL's ability to meet its payment obligations under the settlement in an orderly fashion will be materially facilitated by prompt confirmation of the Club's contribution. We therefore respectfully urge that this matter receive the Club's expedited attention and that it be placed on the agenda for the Oceanus Board meeting anticipated on November 22, 2024.
We sincerely appreciate the Club's attention to this matter and its longstanding relationship with TSL. We are confident that the settlement represents a prudent and commercially reasonable resolution of a complex and hard-fought dispute, and that the requested contribution is well within the scope of the Club's coverage obligations and consistent with the Club's established claims practices. We look forward to your prompt response and to working with the Club's claims team to finalize the funding arrangements.
Please do not hesitate to contact me directly at (212) 558-4127 or at dcarmichael@calderwoodharkness.com with any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael Partner
One Liberty Plaza, 50th Floor New York, NY 10006 Telephone: (212) 558-4127
Email: dcarmichael@calderwoodharkness.com
cc: (via email)
Markos Theodorakis, General Counsel, Thalassa Shipping & Logistics SA
Elena Papadimitriou, Chief Financial Officer, Thalassa Shipping & Logistics SA
Alexandros Stavridis, Chairman and Chief Executive Officer, Thalassa Shipping & Logistics SA
Francesca Morano, Partner, Calderwood & Harkness LLP
Carlos Espinoza, Senior Associate, Calderwood & Harkness LLP
Enclosures:
1. Mediator's Term Sheet (October 29, 2024)
2. Summary of Northwind's Claimed Damages ($18,300,000 Breakdown)
3. Summary of TSL's Defenses
4. Timeline of Litigation Proceedings
5. TSL Board of Directors Resolution Authorizing Settlement (October 18, 2024)
Category | Amount
Off-hire deductions (68 days × $14,750/day) | $1,003,000
Liquidated damages under Clause 28 of the Charter-Party | $4,500,000
Substitute charter costs | $471,600
Cargo damage claims (iron ore oxidation during Incident 2) | $3,420,000
Demurrage and dead freight from Qingdao laycan miss | $1,230,000
Additional port costs and bunker surcharges | $875,400
Lost sub-charter profit (sub-charter to Eastbourne Bulk Carriers Ltd. at $17,200/day) | $166,600
Third-party shipper claims (three separate cargo claims) | $5,634,400
Legal fees and expert costs | $999,000
Total | $18,300,000

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CALDERWOOD & HARKNESS LLP

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