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

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CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com

November 5, 2024

Via Email and Sundial Data Systems

Margaret Delacroix, Esq. Partner Hargrove, Delacroix & Stern LLP 600 Lexington Avenue, 28th Floor New York, New York 10022

Re: 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

Settlement Agreement and Mutual General Release — First Draft

Dear Ms. Delacroix:

I am writing on behalf of our clients, Thalassa Shipping & Logistics SA ("TSL" or "Thalassa") and Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna" and, together with Thalassa, the "Defendants"), to transmit the enclosed first draft of the Settlement Agreement and Mutual General Release (the "Settlement Agreement") for review by Northwind Maritime Corporation ("Northwind") and its counsel. The enclosed draft has been prepared by this firm on behalf of the Defendants. We are providing both a clean copy and a Microsoft Word version for ease of markup and comment.

As you are aware, the Settlement Agreement is intended to memorialize the settlement in principle reached by the parties on October 29, 2024, the terms of which are reflected in the Mediator's Term Sheet signed by counsel for all parties following the two-day mediation session conducted on October 28–29, 2024, before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC. We have endeavored to translate the principal terms set forth in the Mediator's Term Sheet into comprehensive settlement documentation, while adding the customary ancillary provisions necessary to give the settlement full legal effect. Set forth below is a summary of the key terms reflected in the draft, certain open points requiring Northwind's attention, and our proposed timeline for the finalization and execution of the Settlement Agreement.

I. Summary of Key Terms Reflected in the Draft

We confirm that the enclosed draft reflects the principal terms agreed upon in the Mediator's Term Sheet, including, without limitation, the following:

Settlement Amount. The total settlement amount is Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000), payable by Thalassa to Northwind in full and final settlement of all claims and counterclaims in this action.

Payment Structure. The settlement amount is payable in three installments as follows:

(a) First Installment: Four Million Dollars ($4,000,000), due and payable within thirty (30) calendar days of the Effective Date of the Settlement Agreement;

(b) Second Installment: Two Million Dollars ($2,000,000), due and payable within ninety (90) calendar days of the Effective Date; and

(c) Third and Final Installment: One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), due and payable within one hundred fifty (150) calendar days of the Effective Date.

Escrow. All settlement payments are to be deposited with Atlantic Fiduciary Trust Company into escrow account ESC-2024-NYK-08831 (contact: Martin Schreiber, Vice President, Escrow Services, 60 Wall Street, Suite 2800, New York, New York 10005) and released to Northwind upon the joint written instruction of the parties (or their designated counsel), in accordance with the terms of a separate Escrow Agreement to be entered into among the parties and the escrow agent, as described further in Section II below.

Mutual General Release. The Settlement Agreement provides for a full mutual release of all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the charter-party agreement between the parties (Ref. No. NW-TSL-CP-2020-1203) and the vessel M/V Aegean Fortuna, including all claims asserted or that could have been asserted in this action. For the avoidance of doubt, the mutual release encompasses the release by Thalassa of its counterclaim against Northwind in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000) for alleged unpaid hire under the charter-party, as well as the release by Northwind of all claims against both Thalassa and Aegean Fortuna.

Confidentiality. The Settlement Agreement contains strict confidentiality provisions prohibiting the parties from disclosing the terms, amounts, or existence of the settlement, except as permitted under certain enumerated carve-outs, including disclosures to the parties' respective insurers, lenders, auditors, and legal and tax advisors, and as may be required by applicable law, regulation, or valid legal process.

Consent Judgment. Section 7.3 of the draft provides that, in the event of a default by Thalassa in the payment of any installment, Northwind shall be entitled to entry of a consent judgment against Thalassa for the then-unpaid balance of the settlement amount, plus interest at the rate of nine percent (9%) per annum (the statutory rate under CPLR § 5004), accruing from the date such payment was due.

Stipulation of discontinuance. Within ten (10) business days following Thalassa's payment of the third and final installment and confirmation of receipt by Northwind, the parties shall execute and file with the Court a Stipulation of discontinuance with prejudice discontinuing the action in its entirety.

Withdrawal of Pending Motions. Upon execution of the Settlement Agreement, all pending motions in this action shall be withdrawn with prejudice, including Thalassa's Motion for Partial Summary Judgment filed on September 20, 2024 (NYSCEF Doc. No. 87).

No Admission of Liability. The Settlement Agreement expressly provides that neither the settlement nor any of its terms shall constitute or be construed as an admission of liability, fault, or wrongdoing by any party.

Representations and Warranties. Each party will represent and warrant, among other things, that (i) it has full corporate power and authority to enter into and perform its obligations under the Settlement Agreement, (ii) it has not assigned, transferred, conveyed, or otherwise disposed of any of the claims released thereunder, and (iii) there are no bankruptcy, insolvency, receivership, or similar proceedings pending or, to the knowledge of such party, contemplated with respect to such party.

Return and Destruction of discovery Materials. Within sixty (60) calendar days following the final settlement payment, each party shall return or destroy all discovery materials, including documents, electronically stored information, and other materials produced by the opposing party in the course of this litigation, and shall certify such return or destruction in writing.

II. Companion Escrow Agreement

Calderwood & Harkness is separately preparing a draft Escrow Agreement among Thalassa Shipping & Logistics SA, Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company, as escrow agent, which will govern the mechanics of deposit, holding, investment, and release of the settlement funds through escrow account ESC-2024-NYK-08831. We anticipate circulating the draft Escrow Agreement under separate cover on or about November 8, 2024. To the extent that provisions of the Settlement Agreement reference or interrelate with the Escrow Agreement, we have included appropriate cross-references in the enclosed draft and have endeavored to ensure consistency between the two documents.

III. Matters Requiring Northwind's Attention and Open Points

In the course of preparing the draft Settlement Agreement, we identified several provisions that require input, confirmation, or further discussion from Northwind and its counsel. We respectfully request that you address the following points in your review:

Northwind's Corporate Authority. The draft contemplates that Northwind will provide a representation that it has been duly authorized to enter into the Settlement Agreement and that the individual executing the Settlement Agreement on behalf of Northwind has been duly authorized to do so. We understand that Northwind is a corporation organized under the laws of the Republic of the marshall Islands (Entity No. MI-94827). We would appreciate confirmation of the identity of Northwind's intended signatory and whether Northwind intends to provide a certified board resolution or other form of corporate authorization evidencing such authority. To the extent that marshall Islands corporate law imposes any specific formalities with respect to the authorization of settlement agreements of this nature, we note that Northwind's marshall Islands counsel at Pacific Maritime Legal Associates may need to advise on the applicable requirements.

Release Scope. As noted above, the draft includes a broad mutual general release covering all claims, counterclaims, cross-claims, and third-party claims arising out of or in any way related to the charter-party (Ref. No. NW-TSL-CP-2020-1203) and the M/V Aegean Fortuna. We invite Northwind's careful review of the release language, including the provisions releasing Northwind's claims against Aegean Fortuna Shipholding Ltd., which is a wholly owned subsidiary of Thalassa incorporated under the laws of the Republic of Liberia (Registration No. LR-C-20167845). Please confirm that the scope of the release language, including the specific carve-outs and exceptions set forth therein, is acceptable to Northwind, or identify any revisions that Northwind may wish to propose.

Confidentiality Carve-Outs. The confidentiality provisions in the draft currently include carve-outs permitting disclosures to each party's insurers, lenders, auditors, legal and tax advisors, and as required by applicable law, regulation, or valid legal process. We request that Northwind review these carve-outs and confirm whether any additional exceptions or permitted disclosures are needed for Northwind's purposes—for example, disclosures to any parent company, affiliates, or regulatory authorities not already covered by the existing carve-outs.

Consent Judgment Mechanics. Section 7.3 of the draft sets forth the proposed mechanics for entry of a consent judgment in the event of a payment default by Thalassa, including the form of consent judgment annexed as Exhibit B. We ask that Northwind's counsel review these provisions carefully and confirm their acceptability, including the proposed procedure for providing notice of default and the cure period, if any, prior to the entry of the consent judgment.

IV. Insurance Coordination

For your information and for purposes of transparency, we wish to advise you that the settlement contemplates a contribution of Two Million Five Hundred Thousand Dollars ($2,500,000) from the Oceanus Mutual Protection & Indemnity Club ("Oceanus P&I Club") under Policy No. OCE-P&I-2020-TSL-0047, which covers certain of Thalassa's liabilities in connection with the M/V Aegean Fortuna. The Oceanus P&I Club contribution is subject to approval by the Club's Board of Directors, which we are informed is expected by November 22, 2024.

Importantly, the draft Settlement Agreement has been structured so that the source of the settlement funds—including any contribution from Oceanus P&I Club—is a matter solely between Thalassa and its insurers, and does not in any way affect Northwind's contractual right to receive the full settlement amount of $7,850,000 in accordance with the payment schedule set forth in the Settlement Agreement. Thalassa is separately coordinating with Oceanus P&I Club with respect to the Club contribution and the Board approval process, and we will keep Northwind's counsel informed of the status of that approval as developments warrant.

V. Lender Notification

We also wish to bring to your attention that Thalassa is required to notify Meridian Capital Bank AG of the settlement pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, by and among Thalassa, Meridian Capital Bank AG, as administrative agent, and the lenders party thereto, which requires notification of any settlement or compromise of claims in excess of Five Million Dollars ($5,000,000). Thalassa intends to make such notification promptly upon execution of the Settlement Agreement. This notification obligation is referenced in the draft for purposes of transparency and completeness, and we do not anticipate that it will have any impact on the settlement or its implementation.

VI. Timing and Next Steps

We respectfully request that Northwind and Hargrove, Delacroix & Stern LLP review the enclosed draft Settlement Agreement and provide a redline markup or written comments at the earliest practicable date. Ideally, we would appreciate receiving your redline or comments on or before Tuesday, November 12, 2024, so that the parties may promptly turn to the resolution of any open drafting issues.

We are particularly mindful of the need to finalize and execute the Settlement Agreement on an expedited basis in light of the following considerations:

(a) The oral argument on Thalassa's Motion for Partial Summary Judgment is currently scheduled for December 6, 2024, before Justice Lorraine K. Chen in Part 49, 60 Centre Street, New York, New York. That argument will need to be vacated once the settlement is formalized, and we believe it is in both parties' interests to notify the Court as promptly as possible.

(b) The Oceanus P&I Club Board approval is expected on or about November 22, 2024, and it would be advantageous to have the Settlement Agreement substantially finalized in advance of that date so that the settlement can be implemented without delay following Board approval.

(c) Both parties share the objective of filing a joint letter to the Court advising of the settlement as soon as the Settlement Agreement has been fully executed, thereby avoiding the expenditure of further time and resources on motion practice and trial preparation.

In the interest of facilitating an efficient review process, I would be pleased to schedule a telephone conference between myself and you to discuss any questions, preliminary reactions, or comments that you or your colleagues may have on the draft. Please let me know your availability for such a call later this week or early next week, at your convenience. Of course, we are also happy to coordinate directly with Jason Trumbull and Priya Mehta on specific drafting points as the parties work toward a final, mutually agreed-upon text.

VII. Coordination of Court Filings

Once the Settlement Agreement has been fully executed by all parties, the parties will need to coordinate on the preparation and filing of several court submissions, including the following:

(a) A joint letter to Justice Lorraine K. Chen advising the Court of the settlement and requesting that the December 6, 2024 conference and oral argument be removed from the Court's calendar;

(b) A stipulation withdrawing Thalassa's pending Motion for Partial Summary Judgment (NYSCEF Doc. No. 87) with prejudice, together with any related briefing and submissions;

(c) A stipulation and proposed order retaining the Court's jurisdiction to enforce the terms of the settlement, including the consent judgment provision set forth in Section 7.3 of the Settlement Agreement; and

(d) The proposed Stipulation of discontinuance with prejudice, to be held in escrow and filed with the Court after the third and final settlement payment has been made and confirmed.

Calderwood & Harkness will prepare initial drafts of each of the foregoing court filings and will circulate them to your firm for joint review and comment at the appropriate time.

Enclosure:

Settlement Agreement and Mutual General Release — First Draft (dated November 5, 2024) [clean copy and Microsoft Word version for ease of markup]

We wish to express our sincere appreciation for the professional and constructive approach that you and your colleagues at Hargrove, Delacroix & Stern LLP have demonstrated throughout the mediation process before the Honorable Gerald K. Fitzpatrick (Ret.) and in our settlement discussions generally. We look forward to working with you to finalize the settlement documentation expeditiously and to bring this matter to a mutually satisfactory conclusion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Douglas Carmichael Partner

Direct Dial: (212) 558-4127

Email: dcarmichael@calderwoodharkness.com

cc (via email):

Francesca Morano, Esq. — Calderwood & Harkness LLP Carlos Espinoza, Esq. — Calderwood & Harkness LLP Markos Theodorakis, Esq. — General Counsel, Thalassa Shipping & Logistics SA Jason Trumbull, Esq. — Hargrove, Delacroix & Stern LLP Priya Mehta, Esq. — Hargrove, Delacroix & Stern LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law
One Liberty Plaza, 50th Floor New York, New York 10006
Telephone: (212) 558-4000 Facsimile: (212) 558-4001 www.calderwoodharkness.com
November 5, 2024
Via Email and Sundial Data Systems
Margaret Delacroix, Esq. Partner Hargrove, Delacroix & Stern LLP 600 Lexington Avenue, 28th Floor New York, New York 10022
Re: 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
Settlement Agreement and Mutual General Release — First Draft
Dear Ms. Delacroix:
I am writing on behalf of our clients, Thalassa Shipping & Logistics SA ("TSL" or "Thalassa") and Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna" and, together with Thalassa, the "Defendants"), to transmit the enclosed first draft of the Settlement Agreement and Mutual General Release (the "Settlement Agreement") for review by Northwind Maritime Corporation ("Northwind") and its counsel. The enclosed draft has been prepared by this firm on behalf of the Defendants. We are providing both a clean copy and a Microsoft Word version for ease of markup and comment.
As you are aware, the Settlement Agreement is intended to memorialize the settlement in principle reached by the parties on October 29, 2024, the terms of which are reflected in the Mediator's Term Sheet signed by counsel for all parties following the two-day mediation session conducted on October 28–29, 2024, before the Honorable Gerald K. Fitzpatrick (Ret.) at Bayside Dispute Resolution Services LLC. We have endeavored to translate the principal terms set forth in the Mediator's Term Sheet into comprehensive settlement documentation, while adding the customary ancillary provisions necessary to give the settlement full legal effect. Set forth below is a summary of the key terms reflected in the draft, certain open points requiring Northwind's attention, and our proposed timeline for the finalization and execution of the Settlement Agreement.
I. Summary of Key Terms Reflected in the Draft
We confirm that the enclosed draft reflects the principal terms agreed upon in the Mediator's Term Sheet, including, without limitation, the following:
Settlement Amount. The total settlement amount is Seven Million Eight Hundred Fifty Thousand Dollars ($7,850,000), payable by Thalassa to Northwind in full and final settlement of all claims and counterclaims in this action.
Payment Structure. The settlement amount is payable in three installments as follows:
(a) First Installment: Four Million Dollars ($4,000,000), due and payable within thirty (30) calendar days of the Effective Date of the Settlement Agreement;
(b) Second Installment: Two Million Dollars ($2,000,000), due and payable within ninety (90) calendar days of the Effective Date; and
(c) Third and Final Installment: One Million Eight Hundred Fifty Thousand Dollars ($1,850,000), due and payable within one hundred fifty (150) calendar days of the Effective Date.
Escrow. All settlement payments are to be deposited with Atlantic Fiduciary Trust Company into escrow account ESC-2024-NYK-08831 (contact: Martin Schreiber, Vice President, Escrow Services, 60 Wall Street, Suite 2800, New York, New York 10005) and released to Northwind upon the joint written instruction of the parties (or their designated counsel), in accordance with the terms of a separate Escrow Agreement to be entered into among the parties and the escrow agent, as described further in Section II below.
Mutual General Release. The Settlement Agreement provides for a full mutual release of all claims, counterclaims, cross-claims, and third-party claims arising out of or related to the charter-party agreement between the parties (Ref. No. NW-TSL-CP-2020-1203) and the vessel M/V Aegean Fortuna, including all claims asserted or that could have been asserted in this action. For the avoidance of doubt, the mutual release encompasses the release by Thalassa of its counterclaim against Northwind in the amount of One Million Six Hundred Twenty Thousand Dollars ($1,620,000) for alleged unpaid hire under the charter-party, as well as the release by Northwind of all claims against both Thalassa and Aegean Fortuna.
Confidentiality. The Settlement Agreement contains strict confidentiality provisions prohibiting the parties from disclosing the terms, amounts, or existence of the settlement, except as permitted under certain enumerated carve-outs, including disclosures to the parties' respective insurers, lenders, auditors, and legal and tax advisors, and as may be required by applicable law, regulation, or valid legal process.
Consent Judgment. Section 7.3 of the draft provides that, in the event of a default by Thalassa in the payment of any installment, Northwind shall be entitled to entry of a consent judgment against Thalassa for the then-unpaid balance of the settlement amount, plus interest at the rate of nine percent (9%) per annum (the statutory rate under CPLR § 5004), accruing from the date such payment was due.
Stipulation of discontinuance. Within ten (10) business days following Thalassa's payment of the third and final installment and confirmation of receipt by Northwind, the parties shall execute and file with the Court a Stipulation of discontinuance with prejudice discontinuing the action in its entirety.
Withdrawal of Pending Motions. Upon execution of the Settlement Agreement, all pending motions in this action shall be withdrawn with prejudice, including Thalassa's Motion for Partial Summary Judgment filed on September 20, 2024 (NYSCEF Doc. No. 87).
No Admission of Liability. The Settlement Agreement expressly provides that neither the settlement nor any of its terms shall constitute or be construed as an admission of liability, fault, or wrongdoing by any party.
Representations and Warranties. Each party will represent and warrant, among other things, that (i) it has full corporate power and authority to enter into and perform its obligations under the Settlement Agreement, (ii) it has not assigned, transferred, conveyed, or otherwise disposed of any of the claims released thereunder, and (iii) there are no bankruptcy, insolvency, receivership, or similar proceedings pending or, to the knowledge of such party, contemplated with respect to such party.
Return and Destruction of discovery Materials. Within sixty (60) calendar days following the final settlement payment, each party shall return or destroy all discovery materials, including documents, electronically stored information, and other materials produced by the opposing party in the course of this litigation, and shall certify such return or destruction in writing.
II. Companion Escrow Agreement
Calderwood & Harkness is separately preparing a draft Escrow Agreement among Thalassa Shipping & Logistics SA, Northwind Maritime Corporation, and Atlantic Fiduciary Trust Company, as escrow agent, which will govern the mechanics of deposit, holding, investment, and release of the settlement funds through escrow account ESC-2024-NYK-08831. We anticipate circulating the draft Escrow Agreement under separate cover on or about November 8, 2024. To the extent that provisions of the Settlement Agreement reference or interrelate with the Escrow Agreement, we have included appropriate cross-references in the enclosed draft and have endeavored to ensure consistency between the two documents.
III. Matters Requiring Northwind's Attention and Open Points
In the course of preparing the draft Settlement Agreement, we identified several provisions that require input, confirmation, or further discussion from Northwind and its counsel. We respectfully request that you address the following points in your review:
Northwind's Corporate Authority. The draft contemplates that Northwind will provide a representation that it has been duly authorized to enter into the Settlement Agreement and that the individual executing the Settlement Agreement on behalf of Northwind has been duly authorized to do so. We understand that Northwind is a corporation organized under the laws of the Republic of the marshall Islands (Entity No. MI-94827). We would appreciate confirmation of the identity of Northwind's intended signatory and whether Northwind intends to provide a certified board resolution or other form of corporate authorization evidencing such authority. To the extent that marshall Islands corporate law imposes any specific formalities with respect to the authorization of settlement agreements of this nature, we note that Northwind's marshall Islands counsel at Pacific Maritime Legal Associates may need to advise on the applicable requirements.
Release Scope. As noted above, the draft includes a broad mutual general release covering all claims, counterclaims, cross-claims, and third-party claims arising out of or in any way related to the charter-party (Ref. No. NW-TSL-CP-2020-1203) and the M/V Aegean Fortuna. We invite Northwind's careful review of the release language, including the provisions releasing Northwind's claims against Aegean Fortuna Shipholding Ltd., which is a wholly owned subsidiary of Thalassa incorporated under the laws of the Republic of Liberia (Registration No. LR-C-20167845). Please confirm that the scope of the release language, including the specific carve-outs and exceptions set forth therein, is acceptable to Northwind, or identify any revisions that Northwind may wish to propose.
Confidentiality Carve-Outs. The confidentiality provisions in the draft currently include carve-outs permitting disclosures to each party's insurers, lenders, auditors, legal and tax advisors, and as required by applicable law, regulation, or valid legal process. We request that Northwind review these carve-outs and confirm whether any additional exceptions or permitted disclosures are needed for Northwind's purposes—for example, disclosures to any parent company, affiliates, or regulatory authorities not already covered by the existing carve-outs.
Consent Judgment Mechanics. Section 7.3 of the draft sets forth the proposed mechanics for entry of a consent judgment in the event of a payment default by Thalassa, including the form of consent judgment annexed as Exhibit B. We ask that Northwind's counsel review these provisions carefully and confirm their acceptability, including the proposed procedure for providing notice of default and the cure period, if any, prior to the entry of the consent judgment.
IV. Insurance Coordination
For your information and for purposes of transparency, we wish to advise you that the settlement contemplates a contribution of Two Million Five Hundred Thousand Dollars ($2,500,000) from the Oceanus Mutual Protection & Indemnity Club ("Oceanus P&I Club") under Policy No. OCE-P&I-2020-TSL-0047, which covers certain of Thalassa's liabilities in connection with the M/V Aegean Fortuna. The Oceanus P&I Club contribution is subject to approval by the Club's Board of Directors, which we are informed is expected by November 22, 2024.
Importantly, the draft Settlement Agreement has been structured so that the source of the settlement funds—including any contribution from Oceanus P&I Club—is a matter solely between Thalassa and its insurers, and does not in any way affect Northwind's contractual right to receive the full settlement amount of $7,850,000 in accordance with the payment schedule set forth in the Settlement Agreement. Thalassa is separately coordinating with Oceanus P&I Club with respect to the Club contribution and the Board approval process, and we will keep Northwind's counsel informed of the status of that approval as developments warrant.
V. Lender Notification
We also wish to bring to your attention that Thalassa is required to notify Meridian Capital Bank AG of the settlement pursuant to Section 8.14 of the Credit Agreement dated April 1, 2019, by and among Thalassa, Meridian Capital Bank AG, as administrative agent, and the lenders party thereto, which requires notification of any settlement or compromise of claims in excess of Five Million Dollars ($5,000,000). Thalassa intends to make such notification promptly upon execution of the Settlement Agreement. This notification obligation is referenced in the draft for purposes of transparency and completeness, and we do not anticipate that it will have any impact on the settlement or its implementation.
VI. Timing and Next Steps
We respectfully request that Northwind and Hargrove, Delacroix & Stern LLP review the enclosed draft Settlement Agreement and provide a redline markup or written comments at the earliest practicable date. Ideally, we would appreciate receiving your redline or comments on or before Tuesday, November 12, 2024, so that the parties may promptly turn to the resolution of any open drafting issues.
We are particularly mindful of the need to finalize and execute the Settlement Agreement on an expedited basis in light of the following considerations:
(a) The oral argument on Thalassa's Motion for Partial Summary Judgment is currently scheduled for December 6, 2024, before Justice Lorraine K. Chen in Part 49, 60 Centre Street, New York, New York. That argument will need to be vacated once the settlement is formalized, and we believe it is in both parties' interests to notify the Court as promptly as possible.
(b) The Oceanus P&I Club Board approval is expected on or about November 22, 2024, and it would be advantageous to have the Settlement Agreement substantially finalized in advance of that date so that the settlement can be implemented without delay following Board approval.
(c) Both parties share the objective of filing a joint letter to the Court advising of the settlement as soon as the Settlement Agreement has been fully executed, thereby avoiding the expenditure of further time and resources on motion practice and trial preparation.
In the interest of facilitating an efficient review process, I would be pleased to schedule a telephone conference between myself and you to discuss any questions, preliminary reactions, or comments that you or your colleagues may have on the draft. Please let me know your availability for such a call later this week or early next week, at your convenience. Of course, we are also happy to coordinate directly with Jason Trumbull and Priya Mehta on specific drafting points as the parties work toward a final, mutually agreed-upon text.
VII. Coordination of Court Filings
Once the Settlement Agreement has been fully executed by all parties, the parties will need to coordinate on the preparation and filing of several court submissions, including the following:
(a) A joint letter to Justice Lorraine K. Chen advising the Court of the settlement and requesting that the December 6, 2024 conference and oral argument be removed from the Court's calendar;
(b) A stipulation withdrawing Thalassa's pending Motion for Partial Summary Judgment (NYSCEF Doc. No. 87) with prejudice, together with any related briefing and submissions;
(c) A stipulation and proposed order retaining the Court's jurisdiction to enforce the terms of the settlement, including the consent judgment provision set forth in Section 7.3 of the Settlement Agreement; and
(d) The proposed Stipulation of discontinuance with prejudice, to be held in escrow and filed with the Court after the third and final settlement payment has been made and confirmed.
Calderwood & Harkness will prepare initial drafts of each of the foregoing court filings and will circulate them to your firm for joint review and comment at the appropriate time.
Enclosure:
Settlement Agreement and Mutual General Release — First Draft (dated November 5, 2024) [clean copy and Microsoft Word version for ease of markup]
We wish to express our sincere appreciation for the professional and constructive approach that you and your colleagues at Hargrove, Delacroix & Stern LLP have demonstrated throughout the mediation process before the Honorable Gerald K. Fitzpatrick (Ret.) and in our settlement discussions generally. We look forward to working with you to finalize the settlement documentation expeditiously and to bring this matter to a mutually satisfactory conclusion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Douglas Carmichael Partner
Direct Dial: (212) 558-4127
Email: dcarmichael@calderwoodharkness.com
cc (via email):
Francesca Morano, Esq. — Calderwood & Harkness LLP Carlos Espinoza, Esq. — Calderwood & Harkness LLP Markos Theodorakis, Esq. — General Counsel, Thalassa Shipping & Logistics SA Jason Trumbull, Esq. — Hargrove, Delacroix & Stern LLP Priya Mehta, Esq. — Hargrove, Delacroix & Stern LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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