TBS INTERNATIONAL PLC
& SUBSIDIARIESEXHIBIT
10.21








AMENDMENT NO. 2 AND WAIVER
TO CREDIT AGREEMENT





This
AMENDMENT NO. 2 AND WAIVER TO
CREDIT AGREEMENT (this “Amendment”) dated as
of December 31, 2009 and effective as of January 1, 2010, is by and among (i)
ALBEMARLE MARITIME CORP., ARDEN MARITIME CORP., AVON MARITIME CORP., BIRNAM
MARITIME CORP., BRISTOL MARITIME CORP., CHESTER SHIPPING CORP., CUMBERLAND
NAVIGATION CORP., DARBY NAVIGATION CORP., DOVER MARITIME CORP., ELROD SHIPPING
CORP., EXETER SHIPPING CORP., FRANKFORT MARITIME CORP., GLENWOOD MARITIME CORP.,
HANSEN SHIPPING CORP., HARTLEY NAVIGATION CORP., HENLEY MARITIME CORP., HUDSON
MARITIME CORP., JESSUP MARITIME CORP., MONTROSE MARITIME CORP., OLDCASTLE
SHIPPING CORP., QUENTIN NAVIGATION CORP., RECTOR SHIPPING CORP., REMSEN
NAVIGATION CORP., SHEFFIELD MARITIME CORP., SHERMAN MARITIME CORP., STERLING
SHIPPING CORP., STRATFORD SHIPPING CORP., VEDADO MARITIME CORP., VERNON MARITIME
CORP. and WINDSOR MARITIME CORP., each a corporation organized under the laws of
the Republic of the Marshall Islands (collectively, together with any Borrowers
joined on or after the date hereof, the “Borrowers” and, each
individually, a “Borrower”), (ii) TBS
INTERNATIONAL LIMITED, a corporation formed under the laws of Bermuda (“Holdings”), (iii) TBS
SHIPPING SERVICES INC., a New York corporation, as administrative borrower (the
“Administrative
Borrower”), (iv) each lender from time to time party hereto
(collectively, the “Lenders” and
individually, a “Lender”), and (v)
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), Swing Line Lender and L/C Issuer.





WHEREAS, the Borrowers,
Holdings, the Administrative Borrower, the Lenders and the Administrative Agent
are parties to that certain Amended and Restated Credit Agreement dated as of
March 26, 2008 (as amended and in effect from time to time, the “Credit Agreement”), pursuant
to which the Lenders have agreed, upon certain terms and conditions, to make
loans and otherwise extend credit to the Borrowers;





WHEREAS, Events of Default
have occurred and continue (i) in connection with the Administrative Agent’s
receipt of a Valuation of the Vessels, dated on or about February 20, 2009, and
as a result of the Borrowers’ failure to prepay the Loans and other Credit
Extensions in an amount so that the Total Outstandings do not exceed the Maximum
Available Amount, in accordance with the requirements contained in Section
2.05(b)(iii) of the Credit Agreement, and (ii) as a result of the Loan Parties’
failure to comply with the financial covenants set forth in Section 7.13 of the
Credit Agreement for periods ending prior to the end of the Waiver Period (as
defined below) (the Events of Default described in clauses (i) and (ii),
collectively, the “Specified Events of
Default”);





WHEREAS, the Borrowers have
requested and the Lenders and the Administrative Agent are willing (a) to waive
the Specified Events of Default, subject to the terms, conditions and other
provisions hereof, and (b) to amend certain provisions of the Credit Agreement
as more fully provided herein;





WHEREAS, capitalized terms
which are used herein without definition and which are defined in the Credit
Agreement shall have the same meanings herein as in the Credit Agreement (as
amended hereby).





NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Lenders and the Administrative Agent hereby agree as
follows:





Section1.Waiver.  Subject to the
terms and conditions set forth herein, the Lenders and the Administrative Agent
hereby agree to waive the Specified Events of Default but only during the Waiver
Period.  Such limited waiver of the Specified Events of Default shall
automatically, and without action, notice, demand or any other occurrence,
expire on and as of the end of the Waiver Period.  Upon the expiration
or termination of the Waiver Period, and from and after such time, (i) the
Lenders and the Administrative Agent shall retain all of the rights and remedies
relating to the Specified Events of Default (unless the Pre-Waiver Covenant
Compliance Date has occurred as of the expiration of the Waiver Period) and any
other Default or Event of Default, (ii) the Specified Events of Default shall be
reinstated and shall be in full force and effect for all periods including
periods after the Waiver Period (unless the Pre-Waiver Covenant Compliance Date
has occurred as of the expiration of the Waiver Period), and (iii) any
obligation of the Lenders under the Credit Agreement shall be subject to the
terms and conditions set forth in the Credit Agreement.





Section2.                      AffirmationandAcknowledgmentoftheBorrowers.  Each Borrower
hereby ratifies and confirms all of its Obligations to the Lenders, the L/C
Issuer and the Administrative Agent, including, without limitation, the Loans,
and each Borrower hereby affirms its absolute and unconditional promise to pay
to the Lenders, the L/C Issuer and the Administrative Agent the Loans and all
other amounts due under the Credit Agreement as amended hereby.  Each
Borrower hereby confirms that the Obligations are secured pursuant to the
Collateral Documents and pursuant to all other instruments and documents
executed and delivered by the Borrowers and as security for the
Obligations.





Section3.                      Release.  In order to
induce the Administrative Agent and the Lenders to enter into this Amendment,
each Loan Party acknowledges and agrees that: (a) such Loan Party does not have
any claim or cause of action against the Administrative Agent, the L/C issuer or
any Lender (or any of its respective directors, officers, employees or agents);
(b) such Loan Party does not have any offset right, counterclaim or defense of
any kind against any of its respective obligations, indebtedness or liabilities
to the Administrative Agent, the L/C Issuer or any Lender; and (c) each of the
Administrative Agent, the L/C Issuer and each Lender has heretofore properly
performed and satisfied in a timely manner all of its obligations to the Loan
Parties.  Each Loan Party wishes to eliminate any possibility that any
past conditions, acts, omissions, events, circumstances or matters would impair
or otherwise adversely affect the Administrative Agent’s, the L/C Issuer’s or
any Lender’s rights, interests, contracts, collateral security or
remedies.  Therefore, each Loan Party unconditionally releases, waives
and forever discharges (i) any and all liabilities, obligations, duties,
promises or indebtedness of any kind of the Administrative Agent, the L/C Issuer
or any Lender to such Loan Party, except the obligations to be performed by any
Administrative Agent, the L/C Issuer or any Lender on or after the date hereof
as expressly stated in this Amendment, the Credit Agreement and the other Loan
Documents, and (ii) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), whether arising at law or in equity, whether known
or unknown, which such Loan Party might otherwise have against the
Administrative Agent, the L/C Issuer, any Lender or any of its directors,
officers, employees or agents, in either case (i) or (ii), on account of any
past or presently existing condition, act, omission, event, contract, liability,
obligation, indebtedness, claim, cause of action, defense, circumstance or
matter of any kind.




Section4.                      AmendmentstoSection1.01oftheCreditAgreement.Section 1.01 of
the Credit Agreement is hereby amended by adding the following new defined terms
in the appropriate alphabetical order:





“Amendment No. 2”
means Amendment No. 2 and Waiver to Credit Agreement, dated as of December 31,
2009 and effective as of the Amendment No. 2 Effective Date, among the
Borrowers, Holdings, the Administrative Borrower, the Lenders and the
Administrative Agent.





“Amendment No. 2 Effective
Date” means January 1, 2010.





“Waiver Period” means
the period commencing on March 2, 2009 and ending on the earliest to occur of
(a) April 1, 2010 at 12:00 a.m. Eastern Time and (b) the occurrence after the
commencement of the Waiver Period of any Default or Event of Default (other than
the Specified Events of Default (as defined in the Amendment No. 2) including,
without limitation, any failure to comply with the provisions of Amendment No. 1
or Amendment No. 2.





Section5.                      Covenants
and other Agreements.





(a)  Until the
expiration of the Waiver Period, so long as any Lender shall have any Commitment
hereunder, any Loan or Obligation shall remain unpaid or unsatisfied, each of
Holdings and the Borrowers shall not, nor shall it permit any Subsidiary to,
directly or indirectly:





(i)  Minimum Cash
Liquidity. For each calendar month ending (x) on or after the Amendment
No. 1 Effective Date through December 31, 2009, permit Qualified Cash of the
Loan Parties (other than the Limited Guarantors), to be less than $40,000,000,
and (y) on or after the Amendment No. 2 Effective Date, permit Qualified Cash of
the Loan Parties (other than the Limited Guarantors), to be less than the
greater of (I) $25,000,000 or (II) $40,000,000 minus
any prepayment of Indebtedness made during such calendar month as permitted
after giving effect to Amendment No. 2, of which, in the case of each of clauses
(x) and (y), a minimum average balance of $9,375,000 in any such calendar month
shall be deposited with Bank of America, N.A.





(ii)  Minimum Consolidated
Interest Charges Coverage Ratio.  Permit the Consolidated
Interest Charges Coverage Ratio as of the end of the period of determination
indicated below and for such period then ending of Holdings and its Subsidiaries
to be less than the ratio set forth below opposite such period:





Period
      of Determination
            Minimum
      Consolidated Interest Charges Coverage RatioFour
      fiscal quarters ending December 31, 2009
            1.75:1.00





(iii)  Prepayments, Etc. of
Indebtedness.  Prepay, redeem, purchase, defease or otherwise
satisfy prior to the scheduled maturity thereof, in any manner, or make any
payment in violation of any subordination terms of, any Indebtedness, except (x)
the prepayment of the Credit Extensions in accordance with the terms of the
Credit Agreement, (y) regularly scheduled or required repayments, mandatory
prepayments or redemptions of Indebtedness described on Schedule 7.02 in
favor of The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd.,
Credit Suisse, AIG Commercial Equipment Finance, Inc., Commerzbank AG and
Berenberg Bank and (z) other prepayments of Indebtedness described on Schedule 7.02 in
favor of The Royal Bank of Scotland plc, DVB Group Merchant Bank (Asia) Ltd.,
Credit Suisse, AIG Commercial Equipment Finance, Inc., Commerzbank AG and
Berenberg Bank; provided that (I) any
such prepayment of Indebtedness corresponds to an amortization payment due
during the Waiver Period and that was otherwise due under such loan facility
without giving effect to any amendment or modification occurring after the
Amendment No. 1 Effective Date and (II) any such prepayments of Indebtedness
shall occur on or after January 4, 2010 and prior to the expiration of the
Wavier Period.





(b)  The
Borrowers and Holdings hereby agree, as an inducement to the Lenders to provide
the Waiver herein, that notwithstanding any provision of the Credit Agreement to
the contrary, the Applicable Rate and the Applicable Commitment Fee Percentage
shall be calculated at all times from and after the Amendment No. 2 Effective
Date until the expiration of the Waiver Period based on Level I as shown in the
respective definitions of Applicable Rate and Applicable Commitment Fee
Percentage set forth in the Credit Agreement.





Section6.                      LimitedConsent.  Subject to the
terms and conditions set forth herein, the Lenders and the Administrative Agent
hereby agree to (i) extend the deadline for completion of the Redomiciliation
(as defined in the Consent, dated as of October 9, 2009, by and among Holdings,
the Borrowers, the Administrative Borrower, the Lenders and the Administrative
Agent) until January 29, 2010 and (ii) extend the deadline for joining TBS
International Plc, a corporation formed under the laws of Ireland (“Irish Newco”), as a
Loan Party under the Credit Agreement and the other Loan Documents in accordance
with Section 6.12(a) of the Credit Agreement until January 29, 2010; provided that until Irish
Newco is joined as a Loan Party, it shall not own or hold any assets or
property, or engage in any business activity other than maintaining its
corporate existence and other actions necessary in order to effectuate the
Redomiciliation.





Section7.                      RepresentationsandWarranties.  Holdings and the
Borrowers hereby represent and warrant to the Administrative Agent as
follows:





(a)  Representation
and Warranties in the Credit Agreement.  The representations
and warranties of Holdings and the Borrowers contained in the Credit Agreement
were true and correct in all material respects as of the date when made and
continue to be true and correct in all material respects on the date hereof
except for (a) representations or warranties which expressly relate to an
earlier date in which case such representations and warranties shall be true and
correct, in all material respects, as of such earlier date, or (b)
representations or warranties which are no longer true as a result of a
transaction expressly permitted by the Credit Agreement.





(b)  Ratification,Etc.Except as
expressly amended hereby, the Credit Agreement is hereby ratified and confirmed
in all respects and shall continue in full force and effect.  The
Credit Agreement shall, together with this Amendment, be read and construed as a
single agreement.  All references in the Credit Agreement or any
related agreement or instrument shall hereafter refer to the Credit Agreement as
amended hereby.





(c)  Authority,
Etc.  The execution and
delivery by each of Holdings and the Borrowers of this Amendment and the
performance by each of Holdings and the Borrowers of all of its agreements and
obligations under the Credit Agreement, as amended hereby, are within Holdings
and each Borrower’s corporate authority and have been duly authorized by all
necessary corporate action on the part of Holdings and such
Borrower.





(d)  Enforceability.  This Amendment
and the Credit Agreement, as amended hereby, constitute the legal, valid and
binding obligations of Holdings and the Borrowers and are enforceable against
Holdings and the Borrowers in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought.





Section8.                      EffectivenessofAmendment.  The provisions of
this Amendment shall become effective as of the Amendment No. 2 Effective Date
upon the satisfaction of each of the following conditions, in each case in a
manner and in form and substance satisfactory to the Administrative Agent
(unless otherwise agreed to in writing by the Administrative
Agent):





(a)  On or
prior to January 4, 2010, the Borrowers shall have made a prepayment of the Term
Loan in an aggregate amount equal to $9,500,000 which such prepayment shall be
applied against the March 31, 2010 amortization payment required under Section 2.07 of the
Credit Agreement; and





(b)  Total
Revolving Credit Outstanding shall not exceed the Revolving Credit Facility;
and





(c)  This
Amendment shall have been duly executed and delivered by each of the Borrowers,
Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent
and the Required Lenders and shall be in full force and effect; and





(d)  The
Administrative Agent shall have received signed Officer’s Certificates,
certified by a duly authorized officer of each Borrower and each Guarantor to be
true and complete, (a) of the records of all corporate (or equivalent) action
taken by such Borrower or such Guarantor to authorize (i) such Borrower’s or
such Guarantor’s execution and delivery of this Amendment, and (ii) such
Borrower’s and such Guarantor’s entry into and carrying out the terms of this
Amendment and the Credit Agreement, as amended hereby, and (b) of the
Organization Documents; and





(e)  The
applicable Subsidiaries of the Loan Parties shall have entered into amendments,
waivers or other modifications reasonably satisfactory to the Administrative
Agent of each loan agreement evidencing the existing Indebtedness of such
Subsidiaries of the Loan Parties described on Schedule 7.02 of the
Credit Agreement (including, without limitation, the various loan agreements
among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB
Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment
Finance, Inc, Commerzbank AG and Berenberg Bank), and the Administrative Agent
shall have received a signed Officer’s Certificate, certified by a duly
authorized officer of Holdings to be true and complete, attaching true, correct
and complete fully executed copies of each such amendment, waiver and
modification to each such loan agreement, together with each such loan
agreement, as in effect immediately prior to the Amendment No. 2 Effective Date;
and





(f)  On or
prior to January 4, 2010, the Borrowers shall have paid (i) to the
Administrative Agent, for its own account, all fees set forth in the Fee Letter
dated as of December 3, 2009 and (ii) to the Administrative Agent, for the pro
rata account of each Lender executing this Amendment, an amendment fee (the
“Amendment
Fee”) in an amount equal to twenty five (25) basis points of such
Lender’s aggregate Revolving Credit Commitment and outstanding Term Loans (prior
to giving effect to this Amendment), in accordance with the Fee Letter dated as
of December 3, 2009; and





(g)  The
Borrowers shall have paid all reasonable unpaid fees and expenses of the
Administrative Agent’s counsel, Bingham McCutchen LLP, to the extent that copies
of invoices for such fees and expenses have been delivered to the Borrowers;
and





(h)  Since
June 30, 2009, there shall have been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect (other than the effect of any noncash
impairment charges incurred during each fiscal year of Holdings and its
Subsidiaries ending December 31, 2008 and December 31, 2009 in respect of any of
Holdings’ or its Subsidiaries’ goodwill and Vessels, and it being further
understood that financial performance consistent with the projected financial
performance of Holdings and its Subsidiaries outlined in the financial
projections delivered to the Administrative Agent and the Lenders as of November
22, 2009 shall not be deemed to constitute a material adverse change), and there
shall have been no material adverse change in the facts and information
regarding the Loan Parties as presented to the Administrative Agent;
and





(i)  The
Lenders shall have received satisfactory evidence that the Administrative Agent
(for itself and the other Secured Parties) shall have a valid and perfected
first priority Lien on all of the Collateral and other assets of the Loan
Parties (including, without limitation, each of the Vessels); and





(j)  The
Administrative Agent shall have received such other items, documents, agreements
or actions as the Administrative Agent may reasonably request in order to
effectuate the transactions contemplated hereby.





Section9.                      NoOtherAmendments.  Except as
expressly provided in this Amendment, all of the terms and conditions of the
Credit Agreement remain in full force and effect.





Section10.                      ExecutioninCounterparts.  This
Amendment may be executed in any number of counterparts, but all such
counterparts shall together constitute but one instrument.  In making
proof of this Amendment it shall not be necessary to produce or account for more
than one counterpart signed by each party hereto by and against which
enforcement hereof is sought.





Section11.                      Expenses.  
Pursuant to 11.04 of the Credit Agreement, all costs and expenses incurred or
sustained by the Administrative Agent in connection with this Amendment,
including the fees and disbursements of legal counsel for the Administrative
Agent in producing, reproducing and negotiating the Amendment, will be for the
account of the Borrowers whether or not the transactions contemplated by this
Amendment are consummated.





Section12.                      Miscellaneous.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW
YORK GENERAL OBLIGATIONS LAW §5-1401).The captions in this Amendment are
for convenience of reference only and shall not define or limit the provisions
hereof.  This Amendment shall constitute one of the Loan Documents
referred to in the Credit Agreement and any failure by any Loan Party to comply
with the terms contained herein shall constitute an immediate Event of
Default.





[Remainder
of page intentionally left blank]










IN WITNESS WHEREOF, the
undersigned have duly executed this Amendment as of the date first set forth
above.




The
      Borrowers:ALBEMARLE
      MARITIME CORP.ARDEN
      MARITIME CORP.AVON
      MARITIME CORP.BIRNAM
      MARITIME CORP.BRISTOL
      MARITIME CORP.CHESTER
      SHIPPING CORP.CUMBERLAND
      NAVIGATION CORP.DARBY
      NAVIGATION CORP.DOVER
      MARITIME CORP.ELROD
      MARITIME CORP.EXETER
      SHIPPING CORP.FRANKFORT
      MARITIME CORP.GLENWOOD
      MARITIME CORP.HANSEN
      SHIPPING CORP.HARTLEY
      NAVIGATION CORP.HENLEY
      MARITIME CORP.HUDSON
      MARITIME CORP.JESSUP
      MARITIME CORP.MONTROSE
      MARITIME  CORP.OLDCASTLE
      SHIPPING CORP.QUENTIN
      NAVIGATION CORP.RECTOR
      SHIPPING CORP.REMSEN
      NAVIGATION CORP.SHEFFIELD
      MARITIME CORP.SHERMAN
      MARITIME CORP.STERLING
      SHIPPING CORP.STRATFORD
      SHIPPING CORP.VEDADO
      MARITIME CORP.VERNON
      MARITIME CORP.WINDSOR
      MARITIME CORP.By:
      /s/ Christophil
      B. CostasName:
      Christophil B. CostasTitle:
      Attorney-in-Fact










Holdings:TBS
      INTERNATIONAL LIMITEDBy:
      /s/
      Christophil B. CostasName:
      Christophil B. CostasTitle:
      Attorney-in-FactThe Administrative
  Borrower:TBS SHIPPING SERVICES
      INC.By:  /s/ Maryann
      CognatelloName:  Maryann
      CognatelloTitle:  TreasurerThe Administrative
Agent:BANK
      OF AMERICA, N.A.By: /s/ Judith A. HuckinsName:
      Judith A. HuckinsTitle:
      Vice PresidentThe Lenders:BANK OF AMERICA, N.A.,
      as a Lender, L/C Issuer and Swing Line LenderBy: /s/ Judith A. HuckinsName:
      Judith A. HuckinsTitle:
      Vice President


The Lenders
(cont):










DVB GROUP MERCHANT BANK (ASIA)
LTD.,




as
co-Syndication Agent and a Lender






By:  /s/ Evan D. Cohen


Name:
Evan D. Cohen


Title:
Director















CITIBANK, N.A., as
co-Syndication Agent and a Lender




By: /s/
Gilbert Torres


Name:
Gilbert Torres


Title:
Vice President



















TD BANKNORTH, N.A., as
Documentation Agent and a Lender









By:  /s/ Deborah Gravinese


Name:
Deborah Gravinese


Title:
Senior Vice President


















KEYBANK NATIONAL ASSOCIATION,
as a Lender









By: /s/
Richard B. Sausbery


Name:
Richard B. Sausbery


Title:
Vice President















CAPITAL ONE LEVERAGE FINANCE
CORP., as a Lender




By: /s/ Thomas F. Furst


Name:
Thomas F. Furst


Title:
Vice President















GUARANTY BANK, as a
Lender




By: /s/ Andrew Widmer


Name:
Andrew Widmer


Title:
Vice President

























MERRILL LYNCH COMMERCIAL FINANCE
CORP., as a Lender




By: /s/ Judith A.
Huckins


Name:
Judith A. Huckins


Title:
Vice President




A/73220050








WEBSTER BANK NATIONAL
ASSOCIATION, as a Lender









By:   /s/ Richard Freeman


Name:
Richard Freeman


Title:
Vice President











COMERICA BANK, as a
Lender









By:  /s/ Sarune Baer


Name:
Sarune Baer


Title:
Vice President













TRISTATE CAPITAL BANK, as a
Lender









By: /s/ Timothy A. Merriman


ame:
Timothy A. Merriman


Title:
Senior Vice President















GUARANTORS’
ACKNOWLEDGMENT





Each of
the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing
Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of
their respective obligations and liabilities under the Loan Documents to which
any of them is a party and ratifies and confirms that such obligations and
liabilities extend to and continue in effect with respect to, and continue to
guarantee and secure, as applicable, the Obligations of the Borrowers under the
Credit Agreement as amended; (c) acknowledge and confirm that the liens and
security interests granted pursuant to the Loan Documents are and continue to be
valid and perfected first priority liens and security interests (subject only to
Permitted Encumbrances) that secure all of the Obligations on and after the date
hereof; (d) acknowledges and agrees that, as of the date hereof, such Guarantor
does not have any claim or cause of action against the Administrative Agent or
any Lender (or any of its respective directors, officers, employees or agents);
and (e) acknowledges, affirms and agrees that, as of the date hereof, such
Guarantor does not have any defense, claim, cause of action, counterclaim,
offset or right of recoupment of any kind or nature against any of their
respective obligations, indebtedness or liabilities to any Administrative Agent
or any Lender.





The
Guarantors:





TBS
U.S. ENTERPRISES LLC




By: TBS SHIPPING SERVICES INC.,
its sole member





By: /s/ Maryann Cognatello


Name: Maryann Cognatello


Title:
Treasurer




TBS
ENERGY LOGISTICS L.P.




By:  TBS U.S. ENTERPRISES LLC, its
general partner





By: TBS SHIPPING SERVICES INC.,
its sole member





By: /s/ Maryann Cognatello
 Name:
Maryann Cognatello
 Title:
Treasurer














The
      Guarantors:ROYMAR
      SHIP MANAGEMENT, INC.TBS
      SHIPPING SERVICES INC.azalea
      shipping & chartering, inc.compass
      chartering corp.By:
      /s/ Stephen J.
      DiLorenzoName:  Stephen
      J. DilorenzoTitle:  PresidentTBS
      INTERNATIONAL LIMITEDWESTBROOK
      HOLDINGS LTD.TRANSWORLD
      CARGO CARRIERS, S.A.MERCURY
      MARINE LTD. (F/K/A TBS LOGISTICS LTD.)TBS
      WORLDWIDE SERVICES INC.BEEKMAN
      SHIPPING CORP.FAIRFAX
      SHIPPING CORP.LEAF
      SHIPPING CORP.PACIFIC
      RIM SHIPPING CORP.TBS
      AFRICAN VENTURES LIMITEDTBS
      EUROLINES, LTD.TBS
      HOLDINGS LIMITEDTBS
      LATIN AMERICA LINER, LTD.TBS
      MIDDLE EAST CARRIERS, LTD.TBS
      NORTH AMERICA LINER LTD.TBS
      OCEAN CARRIERS, LTD.TBS
      PACIFIC LINER, LTD.TBS
      WAREHOUSE & DISTRIBUTION GROUP LTD.TBS
      WAREHOUSE & EQUIPMENT HOLDINGS LTD.TBS
      LOGISTICS INCORPORATEDTBSI
      NEW SHP DEVELOPMENT CORP.TBS
      MINING LIMITEDBy:
      /s/ Christophil B.
      CostasName:  Christophil
      B. CostasTitle:  Attorney-in-FactTBS
      SHIPPING SERVICES INC.By:
      /s/ Maryann
      CognatelloName:  Maryann
      CognatelloTitle:  TreasurerROYMAR
      SHIPPING SERVICES INC.By:
      /s/ Ronald W.
      TursiName:  Ronald
      W. TursiTitle:  President