Ex-10.9


 


September 30, 2010


 


Adirondack
Shipping LLC


 


RE:                              Bareboat Charter Party dated
as of January 24, 2007 (as amended and supplemented, the “Charter”)
among Adirondack Shipping LLC as Owner (the “Owner”), Fairfax Shipping
Corp. as Charterer (the “Charterer”), and the Guarantors named therein
in respect of the Panamanian registered and Philippines bareboat registered
SEMINOLE PRINCESS


 


Reference
is hereby made to the Charter. 
Capitalized terms defined in the Charter and not otherwise defined
herein are used herein as therein defined.


 


We
hereby notify you that  TBS
International plc and its subsidiaries and affiliates (including the Charterer)
will be suspending the payment of certain upcoming scheduled charter hire
payments under the Charter and principal installments owing in respect of
certain indebtedness of such persons, as more particularly described on
Schedule 1 hereto, for a period of 45 days beginning on September 30, 2010
(the “Payment Suspension”).  The
Payment Suspension will result in a Charterparty Event of Default under (i) Clause
40(1)(a) of the Charter with respect to the charter hire payment due under
the Charter on October 1, 2010 and November 1, 2010 and (ii) Clause
40(1)(d) of the Charter with respect to the scheduled principal installments
due under the other loan facilities in the amounts and on the dates set forth
on Schedule 1 (such Events of Default, the “Specified Events of Default”).


 


In
order to allow time for TBS International plc and its subsidiaries and
affiliates, including the Charterer, to work with their various lenders and
creditors, including the Owner, towards a mutually agreeable solution on their
outstanding indebtedness, we hereby request that the Owner forbear from
exercising any of the rights or remedies arising from the Specified Events of
Default available to them under the Charter or under applicable law (all of
which rights and remedies are hereby expressly reserved by the Owner) until the
earlier of (i) the occurrence of a Forbearance Termination Event and (ii) 12:01 a.m.
E.S.T. on November 15, 2010.  As
used herein, a “Forbearance Termination Event” shall mean the occurrence
of any Charterparty Event of Default under the Charter other than the Specified
Events of Default.


 


Such
forbearance in respect of the Credit Parties’ rights and remedies under the
Finance Documents is conditioned upon and subject to (i) the payment by
the Charterer of the amounts set forth on Schedule 2 hereto, on the dates
listed therein, and (ii) TBS International plc and/or their applicable
subsidiaries and affiliates having entered into amendments, waivers,
forbearances or other modifications, on or before September 30, 2010 in
respect of each of the other loan facilities listed on Schedule 1 hereto,
deferring and/or forbearing any rights of the 


 

















 


respective
creditor parties under such loan facilities arising as a result of the Payment
Suspension.


 


Subject
to the condition precedent stated in the preceding paragraph and subject to the
other terms and conditions set forth above, by counter-signing this letter the
Owner agrees to forbear from exercising any of the rights or remedies arising
from the Specified Events of Default.


 


[Remainder of page intentionally left blank]


 

















 


	
   

  	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TBS INTERNATIONAL, PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
   

  	
  Title:
  Senior Executive Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Acknowledged and Agreed,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADIRONDACK SHIPPING LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Adnan Mohammed

  	
   

  	
   

  
	
   

  	
  Name:
  Adnan Mohammed

  	
   

  	
   

  
	
   

  	
  Title:
  President

  	
   

  	
   

  



 

















 


Schedule 1


 


	
  Facility

  	
   

  	
  Principal Payment Amount

  	
   

  	
  Date Due

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Bank of America Facility,
  as amended and restated on March 26, 2008

  	
   

  	
  $

  	
  9,500,000

  	
   

  	
  September 30, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  AIG Facility dated as of
  December 7, 2007

  	
   

  	
  $

  	
  1,800,000

  	
   

  	
  October 1, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DVB Facility dated as of
  January 16, 2008

  	
   

  	
  $

  	
  2,608,000

  	
   

  	
  October 23, 2010

  	
   

  



 

















 


Schedule 2


 


	
  Payment Date

  	
   

  	
  Amount

  	
   

  	
  To be applied to

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Oct. 1, 2010

  	
   

  	
  $

  	
  98,558.84

  	
   

  	
  Payment originally due under Charter on Oct. 1, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nov. 15, 2010

  	
   

  	
  $

  	
  156,881.16

  	
   

  	
  Payment originally due under Charter on Oct. 1, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nov. 1, 2010

  	
   

  	
  $

  	
  100,655.77

  	
   

  	
  Payment originally due under Charter on Nov. 1, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Nov. 15, 2010

  	
   

  	
  $

  	
  146,544.23

  	
   

  	
  Payment originally due under Charter on Nov. 1, 2010