Ex-10.8


 


September 30, 2010


 


Commerzbank
AG, Global Shipping


Domstr.
18


20095
Hamburg


 


RE:          Forbearance and Waiver of Events of
Default under that certain Loan
Agreement dated 28 May 2008 made between (i) Dyker Maritime Corp. as
Borrower and (ii) Commerzbank AG as Lender relating to a term loan
facility of US$12,500,000 as supplemented by a waiver letter dated 2 March 2009,
an extension of waiver letter dated 28 December 2009, a supplemental
agreement dated 8 January 2010, a further extension of waiver letter dated
31 March 2010 and a further extension letter dated 29 April 2010
(together 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 the Lender forbear from
exercising any of the rights or remedies arising from the Specified Events of
Default available to them 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).


 


We
also notify you that the principal payment in the amount of $1,000,000 due
under the Loan Agreement on September 3, 2010 has been paid and request
that you waive any Events of Default occurring from the timing of such payment
(the “September 2010 Payment”).


 

















 


By
counter-signing this letter, the Lender agrees to forbear from exercising any
of the rights or remedies arising from the Specified Events of Default and
waive any Events of Default resulting from the September 2010 Payment, in
each case, on the terms set forth above.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DYKER MARITIME CORP., as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:
  Authorized Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TBS INTERNATIONAL, PLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title: Senior Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TBS
  INTERNATIONAL LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:

  



 


 


	
  Acknowledged
  and Agreed,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  COMMERZBANK
  AG

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Martin Hugger

  	
   

  
	
   

  	
  Name:
  Martin Hugger

  	
   

  
	
   

  	
  Title:
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Carlo Glaesh

  	
   

  
	
   

  	
  Name:
  Carlo Glaesh

  	
   

  
	
   

  	
  Title:
  Project Manager / Associate

  	
   

  



 


[Signature Page to Commerzbank Forbearance Letter]


 

















 


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

  	
   

  	
  $

  	
  2,608,000

  	
   

  	
  October 23, 2010