TBS
INTERNATIONAL PLC & SUBSIDIARIESEXHIBIT
10.22




JOINDER
AGREEMENT
  (CREDIT AGREEMENT, MASTER
GUARANTY, MASTER SECURITY AGREEMENT (GUARANTORS), SECURITIES PLEDGE AGREEMENT,
MASTER EARNINGS ASSIGNMENT AND MASTER INSURANCE ASSIGNMENT)
 
 Dated as
of January 7, 2010
  Bank of
America, N.A.,
 as
Administrative Agent
 and
the Lenders referred to below
 100
Federal Street
 Boston,
Massachusetts 02110
  Ladies
and Gentlemen:
  Reference
is hereby made to the:
  (i)
              Amended
      and Restated Credit Agreement, dated as of March 26, 2008 (as amended,
      restated, supplemented or otherwise modified and in effect from time to
      time, the “Credit
      Agreement”), among Albemarle Maritime Corp. and each of the other
      entities identified on the signature pages thereof as Borrowers (the
      “Borrowers”),
      TBS International Limited, as a guarantor (“Holdings”),
      TBS Shipping Services Inc., as Administrative Borrower (the “Administrative
      Borrower”), each of the financial institutions party thereto as
      lenders (the “Lenders”),
      Bank of America, N.A., as Administrative Agent (the “Administrative
      Agent”), Citibank, N.A. and DVB Group Merchant Bank (Asia) Ltd., as
      co-Syndication Agents, TD Banknorth, N.A., as Documentation Agent and Banc
      of America Securities LLC, as Sole Lead Arranger and Sole Book
      Manager;
  (ii)
              Master
      Guaranty, dated as of July 31, 2006 (as amended by the Omnibus Amendment
      and Reaffirmation Agreement (Security Agreements, Guaranties and
      Securities Pledge Agreement), dated as of March 26, 2008 (the “Omnibus
      Amendment”), among the Borrowers, Holdings, the several
      “Guarantors” identified therein and the Administrative Agent and as
      further amended, supplemented or otherwise modified and in effect from
      time to time, the “Guaranty”),
      among the several “Guarantors” identified therein and the Administrative
      Agent;
  (iii)
              Master
      Security Agreement (Guarantors), dated as of July 31, 2006 (as amended by
      the Omnibus Amendment, the Joinder Agreement and Amendment to Master
      Security Agreement (Guarantors), dated as of October 16, 2009, by and
      among the “Additional Guarantor” identified therein, the Administrative
      Borrower and the Administrative Agent, and as further amended,
      supplemented or otherwise modified and in effect from time to time, the
      “Security
      Agreement”), among the several
      “Companies” identified therein and the Administrative
    Agent;
  (iv)
              Securities
      Pledge Agreement, dated as of July 31, 2006 (as amended by the Omnibus
      Amendment and as further amended, supplemented or otherwise modified and
      in effect from time to time, the “Securities
      Pledge Agreement”), among each “Pledgor” identified therein, each
      “Subsidiary” identified therein and the Administrative
    Agent;
  (v)
              Master
      Earnings Assignment (Guarantors), dated as of July 31, 2006 (as amended by
      the Omnibus Vessel Collateral Amendment and Reaffirmation Agreement
      (Preferred Vessel Mortgages, Earnings Assignments, Insurance Assignments,
      Multi Party Agreements, and Philippine Assignments), dated as of March 26,
      2008 (the “Omnibus
      Vessel Collateral Amendment”), among the Borrowers, Holdings, the
      several “Guarantors” identified therein and the Administrative Agent and
      as further amended, supplemented or otherwise modified and in effect from
      time to time, the “Guarantors
      Earnings
      Assignment”), among each “Assignor” identified therein and the
      Administrative Agent; and
  (vi)
              Master
      Insurance Assignment, dated as of July 31, 2006 (as amended by the Omnibus
      Vessel Collateral Amendment and as further amended, supplemented or
      otherwise modified and in effect from time to time, the “Insurance
      Assignment”), among each “Assignor” identified therein, the
      “Philippine Charterers” identified therein and the Administrative
      Agent.  Capitalized terms used herein and not otherwise defined
      herein shall have the meanings ascribed to such terms as in the Credit
      Agreement, Guaranty, Security Agreement, Securities Pledge Agreement,
      Guarantors Earnings Assignment and Insurance Assignment as
      applicable.
  Pursuant
to Section 6.12(a) of the Credit Agreement, the Borrowers agree to cause TBS
International public limited company (“Irish
Holdings”), a newly formed entity, which after giving effect to the
“Redomiciliation” (as defined in the Consent dated as of October 9, 2009 by and
among the Borrowers, Holdings, the Administrative Borrower, the Lenders and the
Administrative Agent) shall be the ultimate parent entity of Holdings and its
Subsidiaries, and TBS do Sul Ltd., a Subsidiary of Holdings (“TBS do
Sul” and, together with Irish Holdings, collectively, the “Additional
Guarantors”; and the Additional Guarantors, together with the
Administrative Borrower, collectively, the “Companies”
and, each individually, a “Company”),
to guaranty the obligations of the Borrowers and to grant security interests and
liens on its assets, all as provided more fully in this Joinder Agreement (the
“Joinder
Agreement”).
  1.  Credit
Agreement
  Irish Holdings is hereby added as a
party to the Credit Agreement and the term “Holdings” as used therein shall mean
and refer to both Irish Holdings and Holdings, collectively.  Irish
Holdings hereby covenants and agrees that upon the effectiveness of this Joinder
Agreement it shall unconditionally assume and will perform and observe all
Obligations, covenants and agreements to be performed by a “Guarantor” or
“Holdings” under the Credit Agreement, and that upon the effectiveness of this
Joinder Agreement, it will be bound in all respects by all of the terms and
conditions of the Credit Agreement and each other Loan Document, as if Irish
Holdings were an original party thereto, without further action required on the
part of any other party thereto.  In addition, upon the effectiveness
of this Joinder Agreement, Irish Holdings assumes all liabilities of “Holdings”
arising out of all representations, documents, instruments and certificates made
or delivered by “Holdings” under or in connection with each Loan
Document.
  For the avoidance of doubt, (i) all
references to “Holdings and its Subsidiaries on a consolidated basis” or like
phrase for purposes of financial covenant compliance calculations and financial
reporting in the Credit Agreement shall mean and refer to Irish Holdings and its
Subsidiaries on a consolidated basis, (ii) all references to a “Responsible
Officer” of “Holdings” in the Credit Agreement shall mean and refer to a
“Responsible Officer” of Irish Holdings, and (iii) any obligation of an officer
of “Holdings” arising under the Credit Agreement with respect the execution and
delivery of a Compliance Certificate, a Section 7.13(b) Compliance Certificate,
a Borrowing Base Certificate or a certificate of Solvency shall be the sole
obligation of an officer of Irish Holdings.
  Irish Holdings, as “Holdings” under the
Credit Agreement, hereby further absolutely and unconditionally guarantees, as a
guaranty of payment and performance and not merely as a guaranty of collection,
jointly and severally with all other Guarantors, prompt payment when due,
whether at stated maturity, by required prepayment, upon acceleration, demand or
otherwise, and at all times thereafter, of any and all of the Obligations,
whether for principal, interest, premiums, fees, indemnities, damages, costs,
expenses or otherwise, of the Borrowers to the Secured Parties, arising under
the Credit Agreement and under the other Loan Documents (including all renewals,
extensions, amendments, refinancings and other modifications thereof and all
costs, attorneys’ fees and expenses incurred by the Secured Parties in
connection with the collection or enforcement thereof).
  2.  References to Holdings in
the Credit Agreement and other Loan Documents
  Effective immediately upon the
execution of this Joinder Agreement, all references to “Holdings” in the Credit
Agreement and each of the other Loan Documents shall mean and refer to both
Irish Holdings and Holdings, collectively, except in certain instances more
specifically set forth in Section 1 above.
  3.  Guaranty
Agreement.
  TBS do
Sul is hereby added as a party to the Guaranty and shall be included within the
term “Guarantor” as used therein.  TBS do Sul hereby agrees to be
bound by all of the terms and conditions of the Guaranty, in all respects as if
it was an original signatory thereto, and unconditionally, and jointly and
severally with the parties thereto, guaranties the full and punctual payment
when due (whether at stated maturity, by required pre-payment, by acceleration
or otherwise) as well as the performance, of all of the Obligations including
all such which would become due but for the operation of the automatic stay
pursuant to §362(a) of the Federal Bankruptcy Code and the operation of §§502(b)
and 506(b) of the Federal Bankruptcy Code.  TBS do Sul covenants and
agrees to execute and deliver to the Administrative Agent a signature page to
the Guaranty to be attached thereto as provided in Section 20 of the
Guaranty.
  
  4.  Security
Agreement.
  Each Additional Guarantor is hereby
added as a party to the Security Agreement and shall be included within the term
“Company” as used therein.  Each Additional Guarantor hereby agrees to
be bound by all of the terms and conditions of the Security Agreement, in all
respects as if it were an original signatory thereto, and unconditionally, and
jointly and severally with the parties thereto, grants to the Administrative
Agent, for the benefit of the Secured Parties, to secure the payment and
performance in full of all of the Obligations, a security interest in and to and
lien on and pledges and assigns to the Administrative Agent, for the benefit of
the Secured Parties, all of its right, title and interest in and to the
Collateral, whether now owned or hereafter existing or acquired by
it.  Each Additional Guarantor covenants and agrees to execute and
deliver to the Administrative Agent a signature page to the Security Agreement
to be attached thereto as provided in Section 28 of the Security
Agreement.
  5.  Securities Pledge
Agreement.
  Irish
Holdings is hereby added as a party to the Securities Pledge Agreement and shall
be included within the term “Pledgor” as used therein.  Irish Holdings
hereby agrees (i) to take no actions which would impair or otherwise interfere
with any rights of the Administrative Agent existing under the Securities Pledge
Agreement and (ii) to be bound by all of the terms, covenants and conditions of
the Securities Pledge Agreement to the same extent as if Irish Holdings were an
original “Pledgor” thereunder.
  Each of
Holdings, as a subsidiary of Irish Holdings, and TBS do Sul, as a newly formed
Subsidiary of Holdings, is hereby also added to the Securities Pledge Agreement
as a “Subsidiary” as such term is used therein.  Each of Holdings and
TBS do Sul, as a “Subsidiary” under the Securities Pledge Agreement, hereby
agrees to be bound by Sections 4.1, 6 and 7 of the Securities Pledge Agreement
and agrees to cooperate fully and in good faith with the Administrative Agent
and the “Pledgors” identified therein in carrying out such provisions as if it
were an original signatory thereto.
  Irish
Holdings covenants and agrees (i) to execute and deliver to the Administrative
Agent a signature page as “Pledgor” to the Securities Pledge Agreement to be
attached thereto as provided in Section 23 of the Securities Pledge Agreement,
(ii) to deliver or cause to be delivered share certificates of Holdings and TBS
do Sul evidencing 100% of the outstanding equity interests of Holdings and TBS
do Sul and (iii) to execute and deliver or cause to be executed and delivered
share transfer powers, executed in blank, in respect of the share certificates
of Holdings and TBS do Sul, respectively.  Each of Holdings and TBS do
Sul further covenants and agrees to execute and deliver to the Administrative
Agent an acknowledgment as “Subsidiary” to the Securities Pledge Agreement to be
attached thereto as provided in Section 23 of the Securities Pledge
Agreement.
  The
Administrative Borrower, for itself and on behalf of the other Pledgors to the
Securities Pledge Agreement, hereby represents and warrants that Annex A to Securities
Pledge Agreement attached hereto as Exhibit A and
delivered hereunder pursuant to Section 1.2 of the Credit Agreement accurately
and completely reflects the pledge of equity interests of the Pledgors to the
Securities Pledge Agreement, including, without limitation, the equity interests
in Holdings and TBS do Sul and the equity interests pledged by Irish
Holdings.
  6.  Guarantors Earnings
Assignment.
  Each
Additional Guarantor is hereby added as a party to the Guarantors Earnings
Assignment and shall be included within the term “Assignor” as used
therein.  Each Additional Party agrees to be bound by all of the terms
and conditions of the Guarantors Earnings Assignment, in all respects as if it
were an original signatory thereto, and unconditionally, and jointly and
severally with the parties thereto, grants to the Administrative Agent, for the
benefit of the Secured Parties, to secure the payment and performance in full of
all of the Obligations, a security interest in and to and lien on, all of its
right, title and interest in and to the Contracts and Requisitions (each as
defined therein).  Each Additional Guarantor covenants and agrees to
execute and deliver to the Administrative Agent a signature page to the
Guarantors Earnings Assignment to be attached thereto as provided in Section 12
of the Guarantors Earnings Assignment.
  7.  Insurance
Assignment.
  (a)           Each
Additional Guarantor is hereby added as a party to the Insurance Assignment and
shall be included within the term “Assignor” as used therein.  Each
Additional Guarantor hereby agrees to be bound by all of the terms and
conditions of the Insurance Assignment, in all respects as if it were an
original signatory thereto, and unconditionally, and jointly and severally with
the parties thereto, grants to the Administrative Agent, for the benefit of the
Secured Parties, to secure the payment and performance in full of all of the
Obligations, a security interest in and to and lien on, all of its right, title
and interest in and to the insurances assigned thereby.  Each
Additional Guarantor covenants and agrees to execute and deliver to the
Administrative Agent a signature page to the Insurance Assignment to be attached
thereto as provided in Section 12 of the Insurance Assignment.
  8.  Notice of Insurance
Assignment.
  Each
Additional Guarantor hereby covenants and agrees that it shall execute and
deliver a Notice of Insurance Assignment in the form attached hereto as Exhibit B (the “Notice of
Insurance Assignment”).
  9.  Representations and
Warranties.
  Each
Company hereby acknowledges, and represents and warrants, the
following:
  (a)  it is a
corporation incorporated on or prior to the date hereof;
  (b)  no
provision of its charter or by-laws or any agreement to which it is a party
prohibits such Company from making distributions to the Borrowers;
  (c)  it is
capable of complying with and is in compliance with all of the provisions of the
Credit Agreement and the Loan Documents applicable to it;
  (d)  each of
the representations and warranties set forth in Article V of the Credit
Agreement is true and correct with respect to such Company as of the date hereof
(except to the extent of changes resulting from transactions contemplated or
permitted by the Credit Agreement and the other Loan Documents and except to the
extent that such representations and warranties relate expressly to an earlier
date); and
  (e)  it is a
condition precedent to the Lenders' making any additional loans or otherwise
extending credit to the Borrowers under the Credit Agreement that such Company
execute and deliver to the Administrative Agent this Joinder
Agreement.
  10.  Delivery of
Documents.
  Each
Company hereby agrees that the following documents shall be delivered to the
Administrative Agent concurrently with this Joinder Agreement, each in form and
substance satisfactory to the Administrative Agent:
  (a)  four
fully executed signed original signature pages of TBS do Sul to the
Guaranty;
  (b)  four
fully executed signed original signature pages of each Additional Guarantor to
the Security Agreement;
  (c)  four
fully executed signed original signature pages of Irish Holdings as a “Pledgor”
to the Securities Pledge Agreement;
  (d)  four
fully executed signed original signature pages of each of Holdings and TBS do
Sul as a “Subsidiary” to the Securities Pledge Agreement;
  (e)  four
fully executed signed original signature pages of each Additional Guarantor to
the Guarantors Earnings Assignment;
  (f)  four
fully executed signed original signature pages of each Additional Guarantor to
the Insurance Assignment;
  (g)  four
fully executed signed originals of the Notice of Insurance Assignment by each
Additional Guarantor;
  (h)  a letter
from Cardillo & Corbett accepting appointment as process agent for each
Additional Guarantor;
  (i)  the share
certificate of Holdings, evidencing 100% of the equity interests of Holdings as
owned by Irish Holdings;
  (j)  the share
certificate of TBS do Sul, evidencing 100% of the equity interests of the TBS do
Sul as owned by TBS Holdings Limited;
  (k)  a share
transfer power, executed in blank, by Irish Holdings in respect of the share
certificate of Holdings;
  (l)  a share
transfer power, executed in blank, by TBS Holdings Limited in respect of the
share certificate of TBS do Sul;
  (m)  copies,
certified by a duly authorized officer of each Additional Guarantor to be true
and complete as of the date hereof, of each of (i) the memorandum of association
of such Additional Guarantor as in effect on the date hereof, (ii) the bye-laws
of such Additional Guarantor as in effect on the date hereof, (iii) the
resolutions of the Board of Directors or a committee thereof of such Additional
Guarantor authorizing the execution and delivery, of this Joinder Agreement, the
Credit Agreement, the Guaranty, the Security Agreement, the Securities Pledge
Agreement, the Guarantors Earnings Assignment, the Insurance Assignment and the
other documents executed in connection herewith, as applicable, and such
Additional Guarantor’s performance of all of the transactions contemplated
hereby, and (iv) an incumbency certificate giving the name and bearing a
specimen signature of each individual who shall be authorized to sign, in the
name of such Additional Guarantor and on such Additional Guarantor’s behalf each
of this Joinder Agreement, the Credit Agreement, the Guaranty, the Security
Agreement, the Securities Pledge Agreement, the Guarantors Earnings Assignment,
the Insurance Assignment and the other Loan Documents, as applicable, and to
give notices and to take other action on such Additional Guarantor’s behalf
under the Loan Documents;
  (n)  a
certificate of a recent date as to each Additional Guarantor’s good standing,
valid existence and tax payment status in (i) the jurisdiction of incorporation
or formation of such Additional Guarantor and (ii) all other jurisdictions in
which such Additional Guarantor is qualified to conduct business;
  (o)  a
Perfection Certificate of the Additional Guarantors, duly executed by each of
the Additional Guarantors;
  (p)  UCC-1
financing statements to be filed in all jurisdictions that the Administrative
Agent may deem necessary or desirable in order to perfect the Liens created
under the Security Agreement and covering the Collateral described in the
Security Agreement;
  (q)  UCC-3
termination statements to terminate all existing recorded liens against each
Additional Guarantor, if any, together with a payoff letter or other evidence
that the secured party authorizes such UCC-3s to be filed on such secured
party’s behalf, if applicable;
  (r)  a
favorable opinion, addressed to the Administrative Agent and the Lenders, of
Cardillo and Corbett in form and substance satisfactory to the Administrative
Agent, with respect to New York and Marshall Islands law;
  (s)  a
favorable opinion, addressed to the Administrative Agent and the Lenders, of
Arthur Cox in form and substance satisfactory to the Administrative Agent, with
respect to Irish law; and
  (t)  such
other documents as the Administrative Agent may reasonably request.
  11.  Covenant
With Respect to Bermuda Legal Opinion.  The Companies hereby
covenant and agree that upon the reasonable request of the Administrative Agent,
the Companies shall cause to be delivered within ten (10) Business Days of such
request, a favorable opinion of Bermuda counsel to TBS International Limited
with respect to the perfection under Bermuda law of the pledge of shares of TBS
International Limited, addressed to the Administrative Agent and the Lenders and
in form and substance satisfactory to the Administrative Agent.
  
  12.  Miscellaneous.
  This
Joinder Agreement shall be deemed a “Loan Document” for all purposes under the
Credit Agreement.  This Joinder Agreement shall be construed and
enforced in accordance with the laws of the State of New York, without regard to
choice of laws or conflicts of laws principals (other than Section 5-1401 and
Section 5-1402 of the General Obligations Law of the State of New
York).  This Joinder Agreement may be executed in any number of
counterparts, all of which shall constitute one agreement; a facsimile of an
executed counterpart shall have the same effect as the original executed
counterpart.
  [Remainder
of Page Intentionally Left Blank]
  
   Very
      truly yours,
                
                EXECUTED
      and DELIVERED as a DEED by a duly authorized attorney of:
                TBS INTERNATIONAL PUBLIC
      LIMITED COMPANY, as Additional Guarantor,
                
                By:
      /s/ Christophil B.
      Costas
                Name:
      Christophil B. Costas
                Title:
      Attorney-in-Fact
                
                In
      the presence of:
                Witness
      Signature: /s/ Lorraine
      Brown
                Witness
      Name: Lorraine Brown
                Witness
      Address: 29 Broadway, N.Y., N.Y.
 
  TBS DO SUL LTD., as
      Additional Guarantor
                
                By:
      /s/ Christophil B.
      Costas
                Name:
      Christophil B. Costas
                Title:
      Attorney-in-Fact
 
  TBS SHIPPING SERVICES
      INC., as
                Administrative
      Borrower
                
                By: 
      /s/ Tara
      DeMakes
                Name:
      Tara DeMakes
                Title:
      Secretary
 
  
  
  
   
  Accepted
and Agreed:
  BANK
OF AMERICA, N.A.
 as
Administrative Agent
  By:/s/ Judith A.
Huckins
 Name:
Judith A. Huckins
 Title:   Vice
President
  
  
  
   
  
  CERTIFICATE
OF ACKNOWLEDGMENT
  STATE OF
NEW
YORK                                     )
 )  ss.
 COUNTY OF
NEW YORK)
  Before
me, the undersigned, a Notary Public in and for the county aforesaid, on this
26th   day
of January 2010, personally appeared Christophil B. Costas to me known
personally, and who, being by me duly sworn, deposes and says that he is the
Attorney-in-Fact of TBS INTERNATIONAL PUBLIC LIMITED COMPANY and that said
instrument was signed on behalf of such entity by authority of its Board of
Directors, and said Christophil B. Costas acknowledged said instrument to be the
free act and deed of each such entity.
   /s/
Tulio R.
Prieto
 Notary
Public
 My
commission expires: February 19, 2010
  
  
  
   
  
  CERTIFICATE
OF ACKNOWLEDGMENT
  STATE OF
NEW
YORK                                           )
 )  ss.
 COUNTY OF
NEW YORK)
  Before
me, the undersigned, a Notary Public in and for the county aforesaid, on this
26th  day
of January 2010, personally appeared Christophil B. Costas to me known
personally, and who, being by me duly sworn, deposes and says that he is the
Attorney-in-Fact of TBS do Sul Ltd. and that said instrument was signed on
behalf of such entity by authority of its Board of Directors, and said
Christophil B. Costas acknowledged said instrument to be the free act and deed
of each such entity.
   /s/
Tulio R.
Prieto
 Notary
Public
 My
commission expires: February 19, 2010
  
   
  Exhibit
A
  Annex
A to Securities Pledge Agreement
  See
attached.
   
  ANNEX A TO SECURITIES PLEDGE
AGREEMENT
   None of
the issuers has any authorized, issued or outstanding shares of its capital
stock, membership interests, partnership interests or other equity interests of
any class or any commitments to issue any shares of its capital stock,
membership interests, partnership interests or other equity interests of any
class or any securities convertible into or exchangeable for any shares of its
capital stock, membership interests, partnership interests or other equity
interests of any class except as otherwise stated in this Annex A.
 
 Issuer
              Record
                Owner
              Class
      of
                Shares
              Number
      of
                Authorized
                Shares
              Number
      of
                Issued
                Shares
              Number
      of
                Outstanding
                Shares
              Par
      or
                Liquidation
                ValueAlbemarle
      Maritime Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParArden
      Maritime Corp.
              Westbrook
      Holdings Limited
              Common
              500
              500
              500
              No
      ParAvon
      Maritime Corp.
              Westbrook
      Holdings Limited
              Common
              500
              500
              500
              No
      ParAzalea
      Shipping & Chartering Inc.
              Compass
      Chartering Corp.
              Capital
      Stock
              200
              200
              200
              No
      ParBirnam
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParBeekman
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParBristol
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParChester
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParCompass
      Chartering Corp.
              TBS
      Shipping Services Inc.
              Capital
      Stock
              200
              200
              200
              No
      ParCumberland
      Navigation Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParDarby
      Navigation Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParDover
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParElrod
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParExeter
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParFairfax
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParFrankfort
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParGlenwood
      Maritime Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParHansen
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParHartley
      Navigation Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParHenley
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParHudson
      Maritime Corp.
              Westbrook
      Holdings Limited
              Common
              500
              500
              500
              No
      ParJessup
      Maritime Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParLeaf
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParMercury
      Marine Ltd. (f/k/a TBS Logistics Ltd.)
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParMontrose
      Maritime Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParOldcastle
      Shipping Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParPacific
      Rim Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParQuentin
      Navigation Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParRector
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParRemsen
      Navigation Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParRoymar
      Ship Management, Inc.
              TBS
      Holdings Limited
              Capital
      Stock
              200
              100
              100
              No
      ParSheffield
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParSherman
      Maritime Corp.
              Westbrook
      Holdings Ltd.
              Common
              500
              500
              500
              No
      ParSterling
      Shipping Corp.
              Westbrook
      Holdings Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParStratford
      Shipping Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      African Ventures Limited
              TBS
      Worldwide Services, Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      do Sul Ltd.
              TBS
      Holdings Limited
              Common
      Shares
              500
              500
              500
              No
      ParTBS
      Energy Logistics L.P.
              TBS
      Shipping Services Inc.
              LP
      interest
              100%
              100%
              100%
              N/ATBS
      Eurolines, Ltd
              TBS
      Worldwide Services, Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Holdings Limited
              TBS
      International Limited
              Common
      Shares
              10,000
              10,000
              10,000
              $1.00TBS
      International Limited
              TBS
      International Public Limited Company
              A
              75,000,000
              1,200,000
              74,800,000
              US
      $0.01B
              100
              Nil
              100
              US$0.01TBSI
      New Ship Development Corp.
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Latin America Liner, Ltd.
              TBS
      Worldwide Services, Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Middle East Carriers, Ltd.
              TBS
      Worldwide Services, Inc.
              Common
              500
              500
              500
              No
      ParTBS
      Mining Limited
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      North America Liner, Ltd.
              TBS
      Worldwide Services, Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Ocean Carriers, Ltd.
              TBS
      Worldwide Services, Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Pacific Liner, Ltd.
              TBS
      Worldwide Services, Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Shipping Services Inc.
              TBS
      Holdings Limited
              Capital
      Stock
              200
              100
              100
              No
      ParTBS
      U.S. Enterprises LLC
              TBS
      Shipping Services Inc.
              Membership
      Interest
              100%
              100%
              100%
              N/ATBS
      Warehouse & Distribution Group Ltd.
              TBS
      Warehouse & Equipment Holdings, Ltd.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Warehouse & Equipment Holdings, Ltd.
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Logistics Incorporated
              TBS
      Shipping Services Inc.
              Capital
      Stock
              500
              500
              500
              No
      ParTBS
      Worldwide Services Inc.
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParTransworld
      Cargo Carriers, S.A.
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParVedado
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParVernon
      Maritime Corp.
              Westbrook
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParWestbrook
      Holdings Ltd.
              TBS
      Holdings Limited
              Capital
      Stock
              500
              500
              500
              No
      ParWindsor
      Maritime Corp.
              Westbrook
      Holdings, Ltd.
              Capital
      Stock
              500
              500
              500
              No
      Par
 
  
   
  Exhibit
B
  Notice
of Insurance Assignment
  See
attached.
   
  NOTICE
OF
 INSURANCE
ASSIGNMENTS
  
  EACH OFTBS INTERNATIONAL PUBLIC LIMITED
COMPANY AND TBS DO SUL LTD.HEREBY GIVES NOTICE that by an assignment,
dated July 31, 2006 (as amended by (i) the Joinder Agreement, dated as of
January 7, 2010, by and among the “Additional Guarantors” identified therein,
TBS Shipping Services Inc., as Administrative Borrower and BANK OF AMERICA, N.A., as
Administrative Agent (the “Administrative
Agent”) under the Amended and Restated Credit Agreement dated as of March
26, 2008 (as amended, supplemented or otherwise modified from time to time, the
“Credit
Agreement”), by and among the Borrowers named therein, the lenders party
thereto, and the Administrative Agent, (ii) the Joinder Agreement (Guaranty,
Security Agreement, Securities Pledge Agreement, Master Earnings Assignment and
Master Insurance Assignment), dated as of October 16, 2009, by and among the
“Additional Guarantor” identified therein, TBS Shipping Services Inc., as
Administrative Borrower and the Administrative Agent, (iii) the Omnibus Vessel
Collateral Amendment and Reaffirmation Agreement dated as of March 26, 2008, by
and among the Grantors and the Administrative Agent and (iv) as may be further
amended, supplemented or otherwise modified from time to time), has assigned to
the Administrative Agent: (a) all insurances in respect of the vessels
identified on Schedule
A hereto (each a “Vessel”, and,
collectively, the “Vessels”), whether
now or hereafter to be effected, and all renewals or replacements for the same;
(b) all claims, returns of premium and other moneys and claims for moneys due
and to become due under said insurances or other insurances heretofore in
effect; (c) all other rights under or in respect of said insurances; and (d) any
proceeds of any of the foregoing.
  
 DATED:
January 7, 2010
  
 ASSIGNORS:
              TBS
      INTERNATIONAL PUBLIC LIMITED
COMPANY
  By: /s/ Christophil B.
Costas
 Name:
Christophil B. Costas
 Title:
Attorney-in-Fact
  
 TBS DO SUL
LTD.
  By:    /s/ Christophil B.
Costas
 Name: Christophil B.
Costas
 Title:
Attorney-in-Fact
   
  SCHEDULE
A TO
  INSURANCE
ASSIGNMENT
  The
following vessels are subject to the within Master Insurance Assignment granted
by each Assignor to the Assignee:
  Vessel
      Name
              Official
      Number
              Gross
      Tons
              ClassedMohawk
      Princess
              31341-06
              23,381.00
              ABSTayrona
      Princess
              30418-05
              16,950.00
              NKSioux
      Maiden
              31642-06
              23,270.00
              ABSTuscarora
      Belle
              31834-06
              24,643.00
              DNVTamoyo
      Maiden
              31230-06
              10,511.00
              Lloyd’sNyack
      Princess
              31321-06
              22,135.00
              NKAztec
      Maiden
              20935-93-CH
              12,286.00
              NKAlabama
      Belle
              32531-07
              24,621.00
              Lloyd’sShawnee
      Princess
              25945-98-B
              14,103.00
              NKMiami
      Maiden
              31347-06
              23,536.00
              NKAinu
      Princess
              31340-06
              10,511.00
              ABSTuckahoe
      Maiden
              30178-04
              14,337.00
              Lloyd’sChesapeake
      Belle
              31275-06
              24,643.00
              DNVTaino
      Maiden
              30383-05
              14,286.00
              Lloyd’sSiboney
      Belle
              31845-06
              10,511.00
              ABSMaori
      Maiden
              28817-02-A
              22,208.00
              Lloyd’sManhattan
      Princess
              30399-05
              27,835.00
              DNVRockaway
      Belle
              17765-88-E
              20,925.00
              NKBiloxi
      Belle
              31161-05
              22,009.00
              ABSIroquois
      Maiden
              30323-04
              24,783.00
              Lloyd’sMohegan
      Princess
              30328-04
              17,126.00
              NKShinnecock
      Belle
              31209-06
              22,342.00
              NKYakima
      Princess
              33502-08
              23,515.00
              Lloyd’sNanticoke
      Belle
              33161-07
              17,590.00
              Lloyd’sWichita
      Belle
              30454-05
              17,590.00
              NKHouma
      Belle
              37412-PEXT
              24,524.00
              Lloyd’sCanarsie
      Princess
              37129-PEXT
              24,943.00
              Lloyd’sFox
      Maiden
              37611-PEXT
              25,076.00
              LRTupi
      Maiden
              34712-09
              22,147.00
              NKSavannah
      Belle
              36312-PEXT
              13,588.00
              BV







HOLDINGS:
            EXECUTED
      and DELIVERED as a DEED by a duly authorized attorney
  of:




TBS INTERNATIONAL
PUBLIC LIMITED COMPANY










/s/ Christophil B.
Costas


Name: Christophil B.
Costas


Title:
Attorney-in-Fact




In the presence
of:





Witness Signature:
/s/ Lorraine
Brown


Witness Name:
Lorraine Brown


Witness Address: 29
Broadway, N.Y., N.Y.














Signature
Page to Credit Agreement


























IN WITNESS WHEREOF,the
Guarantor has caused this Guaranty to be executed and delivered as of the date
first above written.




Guarantor:




TBS
DO SUL LTD.




/s/ Christophil B.
Costas


Name:
Christophil B. Costas


Title:
Attorney-in-Fact














Signature
Page to Guaranty
















IN WITNESS WHEREOF,intending
to be legally bound, each Company has caused this Agreement to be duly executed
as of the date first written above.




EXECUTED
and DELIVERED as a DEED by a duly authorized attorney of:




TBS
INTERNATIONAL PUBLIC LIMITED COMPANY




By:  /s/ Christohil
B. Costas


Name:
Christophil B. Costas


Title:
Attorney-in-Fact




In
the presence of:




Witness
Signature: /s/ Lorraine
Brown


Witness
Name: Lorraine Brown


Witness
Address: 29 Broadway, N.Y., N.Y.




TBS
DO SUL LTD.




By: 
/s/ Christophil B.
Costas


Name:
Christophil B. Costas


Title:
Attorney-in-Fact






Signature
Page to Master Security Agreement (Guarantors)








CERTIFICATE
OF ACKNOWLEDGMENT
  STATE OF NEW
YORK     )SS.


COUNTY OF
NEW YORK  )







Before
me, the undersigned, a Notary Public in and for the county aforesaid, on this
26th day of January 2010, personally appeared Christophil B. Costas to me known
personally, and who, being by me duly sworn, deposes and says that he is the
Attorney-in-Fact of TBS INTERNATIONAL PUBLIC LIMITED COMPANY and that said
instrument was signed on behalf of such entity by authority of its Board of
Directors, and said Christophil B. Costas acknowledged said instrument to be the
free act and deed of each such entity.









/s/
Tulio R.
Prieto


Notary
Public


My
commission expires: February 19, 2010










)








CERTIFICATE
OF ACKNOWLEDGMENT





STATE OF NEW YORK   
)


)SS.


COUNTY OF
NEW YORK)




Before
me, the undersigned, a Notary Public in and for the county aforesaid, on this
26th day of January 2010, personally appeared Christophil B. Costas to me known
personally, and who, being by me duly sworn, deposes and says that he/she is the
Attorney-in-Fact of TBS DO SUL LTD. and that said instrument was signed on
behalf of such entity by authority of its Board of Directors, and said
Christophil B. Costas acknowledged said instrument to be the free act and deed
of each such entity.









/s/
Tulio R.
Prieto
 Notary
Public
 My
commission expires: February 19, 2010
  Signature
Page to Securities Pledge Agreement
















IN WITNESS WHEREOF,intending
to be legally bound, Pledgor and the Administrative Agent have caused this
Agreement to be executed as of the date first above written.




PLEDGOR:




EXECUTED
and DELIVERED as a DEED by a duly authorized attorney of:




TBS
INTERNATIONAL PUBLIC LIMITED COMPANY




By: 
/s/ Christophil B.
Costas


Name:
Christophil B. Costas


Title:
Attorney-in-Fact




In
the presence of:




Witness
Signature: /s/ Lorraine
Brown


Witness
Name: Lorraine Brown


Witness
Address: 29 Broadway, N.Y., N.Y.








Signature
Page to Securities Pledge Agreement













Each
undersigned Subsidiary hereby joins in the above Agreement for the sole purpose
of consenting to and being bound by the provisions of §§4.1, 6 and 7 thereof,
the undersigned hereby agreeing to cooperate fully and in good faith with the
Administrative Agent and Pledgors in carrying out such provisions.




Subsidiary:




TBS
INTERNATIONAL LIMITED






By: /s/ Christophil B.
Costas


Name:
Christophil Christophil B. Costas


Title:
Attorney-in-Fact




TBS
DO SUL LTD.




By: 
/s/ Christophil B.
Costas


Name:
Christophil B. Costas


Title:
Attorney-in-Fact






Signature
Page to Securities Pledge Agreement













IN WITNESS WHEREOF,each
Assignor has caused this Assignment to be executed and delivered as of the date
first above written.




Assignor:




EXECUTED
and DELIVERED as a DEED by a duly authorized attorney of:




TBS
INTERNATIONAL PUBLIC LIMITED COMPANY





/s/ Christophil B.
Costas  Name: Christophil B.
Costas


Title:
Attorney-in-Fact




In
the presence of:




Witness
Signature: /s/ Lorraine
Brown


Witness
Name: Lorraine Brown


Witness
Address: 29 Broadway, N.Y., N.Y.




TBS
DO SUL LTD.




/s/ Christophil B.
Costas


Name:
Christophil B. Costas


Title:
Attorney-in-Fact










Signature
Page to Master Earnings Assignment (Guarantors)













IN WITNESS WHEREOF,each
Assignor has caused this Assignment to be executed and delivered as of the date
first above written.




Assignors:




EXECUTED
and DELIVERED as a


DEED
by a duly authorized attorney of: TBS INTERNATIONAL PUBLIC LIMITED
COMPANY





/s/ Christophil B.
Costas  Name: Christophil B. Costas


Title:
Attorney-in-Fact







In
the presence of:


Witness
Signature: /s/ Lorraine
Brown
 Witness
Name: Lorraine Brown
 Witness
Address: 29 Broadway, N.Y., N.Y.












TBS DO SUL
LTD.





By: /s/ Christophil B.
Costas


Name: Christophil B.
Costas


Title:
Attorney-in-Fact















CERTIFICATE
OF ACKNOWLEDGMENT


STATE OF NEW YORK)SS.
 ) ss.
 COUNTY OF
NEW YORK )




Before
me, the undersigned, a Notary Public in and for the county aforesaid, on this
26th day of January 2010, personally appeared Christophil B. Costas to me known
personally, and who, being by me duly sworn, deposes and says that he/she is the
Attorney-in-Fact of TBS INTERNATIONAL PUBLIC LIMITED COMPANY and that said
instrument was signed on behalf of such entity by authority of its Board of
Directors, and said Christophil B. Costas acknowledged said instrument to be the
free act and deed of each such entity.









/s/
Tulio R.
Prieto
 Notary
Public
 My
commission expires: February 19, 2010








CERTIFICATE
OF ACKNOWLEDGMENT
  STATE OF NEW YORK)
 )SS.  COUNTY OF
NEW YORK)




Before
me, the undersigned, a Notary Public in and for the county aforesaid, on this
26th day of January 2010, personally appeared Christophil B. Costas to me known
personally, and who, being by me duly sworn, deposes and says that he/she is the
Attorney-in-Fact of TBS DO SUL LTD. and that said instrument was signed on
behalf of such entity by authority of its Board of Directors, and said
Christophil B. Costas acknowledged said instrument to be the free act and deed
of each such entity.









/s/
Tulio R.
Prieto
 Notary
Public
 My
commission expires: February 19, 2010