Extract to table

In light of the foregoing Events of Default and the ongoing forbearance discussions, the Borrower, the Co-Borrower, the Agent, BMC, and KFO executed the RSA on March 14, 2023, setting forth the agreed-upon restructuring transactions to be consummated in accordance with the terms and conditions thereof (the "Restructuring Transactions"), which include, among other things, the following key terms: (i) Senior Secured Facility Amendment: The stated maturity date of the Credit Agreement shall be extended from June 15, 2024 to June 15, 2027; Seventy-Five Million Dollars ($75,000,000) of outstanding TLA principal shall be converted from cash-pay to payment-in-kind ("PIK") interest; the Revolver commitment shall be reduced from Two Hundred Million Dollars ($200,000,000) to One Hundred Fifty Million Dollars ($150,000,000); the financial covenants shall be reset such that the Maximum Net Leverage Ratio shall be set at 7

50x by the fourth quarter of 2025, the Minimum Liquidity covenant shall be reduced from Forty Million Dollars ($40,000,000) to Thirty Million Dollars ($30,000,000), and the Minimum Interest Coverage Ratio shall be waived through the fourth quarter of 2023; an amendment fee equal to 1

00% = $5,400,000) shall be payable in kind; and default interest shall be waived retroactively from the date of the respective covenant breaches (collectively, the "Amendment"); (ii) Mezzanine Notes Exchange: One Hundred Twelve Million Three Hundred Thousand Dollars ($112,300,000) of outstanding mezzanine notes held by BMC shall be exchanged for (a) Sixty Million Dollars ($60,000,000) in aggregate principal amount of new second-lien notes bearing interest at 10

0% per annum, payable in kind, with a maturity date of June 2028, and (b) equity interests representing fifteen percent (15%) of the outstanding equity of TSL on a fully diluted basis; (iii) Equity Contribution: KFO Holdings shall contribute Thirty-Five Million Euros (€35,000,000) (approximately Thirty-Eight Million Two Hundred Thousand Dollars ($38,200,000) at a conversion rate of €1

0914) in new equity capital to TSL; (iv) Vessel Dispositions: The Borrower shall sell six (6) older dry-bulk carriers within twelve (12) months of the RSA Effective Date (as defined herein) for estimated aggregate proceeds of Seventy-Two Million Dollars ($72,000,000), with net proceeds to be applied as mandatory prepayments of the TLA; (v) Intercompany Note Amendment: The Seventy-Six Million Four Hundred Thousand Dollar ($76,400,000) intercompany note from TAI to TSL shall be subordinated and its maturity extended to December 2028, with the interest rate reduced from 5

0% per annum; (vi) Unsecured Notes: The unsecured notes issued by the Borrower shall remain unimpaired, and the missed coupon payment of Two Million Sixty-Two Thousand Five Hundred Dollars ($2,062,500) due on December 1, 2022 shall be paid in full at the closing of the Restructuring Transactions; and (vii) Trade Creditors: All trade creditors of the Borrower and its subsidiaries shall be paid in full in the ordinary course of business