EX-10.7


 


September 30, 2010


 


Joh.
Berenberg, Gossler & Co. KG


Neuer
Jungfernstieg 20


20354
Hamburg


Germany


Fax:
(0049) 40 350 60 900


 


RE:          Events of Default
under Loan Agreement between Grainger Maritime Corp. (the “Borrower”)
and Joh. Berenberg, Gossler & Co. KG and Facility (the “Lender”) dated as of June 19,
2008 (the “Loan Agreement”).


 


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


 


We
hereby notify you that  the Borrowers
will be suspending the payment of certain upcoming scheduled 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 one or
more Events of Default occurring under the Loan Agreement (any such Event of
Default resulting from the Payment Suspension, the “Specified Events of Default”).


 


In
order to allow time for TBS International, plc and its affiliates to work with
their various lenders, including you, towards a mutually agreeable solution on
their outstanding indebtedness, we hereby request that you forbear from
exercising any of the rights or remedies arising from the Specified Events of
Default available to Lender under the Loan Agreement, other transaction
documents or under applicable law (all of which rights and remedies are hereby
expressly reserved by the Lender) until the earlier of (i) the occurrence
of a Forbearance Termination Event and (ii) November 15, 2010.  As used herein, a “Forbearance Termination
Event” shall mean the occurrence of any Event of Default under the Loan
Agreement (other than the Specified Events of Default).


 


By
counter-signing this letter, you agree to forbear from exercising any of the
rights or remedies arising solely from the Specified Events of Default on the
terms set forth above.


 

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TBS INTERNATIONAL, PLC

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title: Senior Executive
  Vice President and Chief Financial Officer

  



 


 


	
  Acknowledged
  and Agreed,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Joh.
  Berenberg, Gossler & Co. KG

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Aschenbrenner

  	
   

  
	
   

  	
  Name:
  Aschenbrenner

  	
   

  
	
   

  	
  Title:
  Assistant Director

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Speer

  	
   

  
	
   

  	
  Name:
  Speer

  	
   

  
	
   

  	
  Title:
  Assistant Director

  	
   

  



 


[Signature Page to
Berenberg Agreement]


 

















 


Schedule 1


 


	
  Facility

  	
   

  	
  Principal Amount

  	
   

  	
  Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  $

  	
  2,600,000

  	
   

  	
  October 23, 2010