Ex-10.5


 


September 30, 2010


 


AIG
Commercial Equipment Finance, Inc.


5700
Granite Parkway, Suite 850


Plano,
Texas 75024


 


RE:                           Specified Events of Default
under that certain Loan Agreement dated February 29, 2008 by and among AIG
Commercial Equipment Finance, Inc., Amoros Maritime Corp., Lancaster
Maritime Corp., Chatham Maritime Corp. and the guarantors party thereto (as amended, 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 46 days beginning
on September 30, 2010 and ending on November 14, 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 solely from the Payment Suspension, the “Specified
Events of Default”).


 


In
order to allow time for TBS International public limited company 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
solely from the Specified Events of Default available to you under the Loan
Agreement, other transaction documents or under applicable law (all of which
rights and remedies are hereby expressly reserved by you) 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 breach, default or
Event of Default under the Loan Agreement (other than the Specified Events of
Default).


 


We
also notify you that the principal payments due under the Commerzebank Loan
Agreement on September 3, 2010 have been paid after such date.  We hereby request you waive any Events of
Default occurring from the timing of such payment (the “Commerzbank Payment”).


 

















 


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 and
waive any Events of Default resulting solely from the Commerzbank Payment, in
each case, on the terms set forth above.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TBS INTERNATIONAL PUBLIC LIMITED COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title: Senior Executive
  Vice President and Chief Financial Officer

  



 


 


Acknowledged
and Agreed provided that all of the lenders identified on the attached Schedule
1 have also countersigned on or before September 30, 2009 a forbearance
letter agreement containing the same terms as this letter agreement:


 


 


	
  AIG
  COMMERCIAL EQUIPMENT FINANCE, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Rich Johnston

  	
   

  
	
   

  	
  Name:
  Rich Johnston

  	
   

  
	
   

  	
  Title:
  Vice President

  	
   

  



 

















 


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 Loan Agreement dated
  as of February 29, 2008 (as amended)

  	
   

  	
  $

  	
  1,800,000

  	
   

  	
  October 1, 2010

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DVB Facility dated as of
  January 16, 2008

  	
   

  	
  $

  	
  2,608,000

  	
   

  	
  October 23, 2010