Ex-10.4


 


September 30, 2010


 


DVB
GROUP MERCHANT BANK (ASIA) LTD.


77
Robinson Road 30-02


Singapore


Attention: Martijn van Tuyl


Facsimile: +65 6511 0700


 


RE:                           Loan Agreement dated as of January 16, 2008 (as
amended, the “Loan Agreement”) among, inter alia, the parties
named therein as Borrowers (the “Borrowers”), the parties named therein
as Guarantors, the banks and financial institutions named therein as Lenders,
the banks and financial institutions named therein as Swap Banks, and DVB Group
Merchant Bank (Asia) Ltd. as Facility Agent (in such capacity, the “Facility
Agent”) and Security Trustee


 


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  TBS
International plc and its subsidiaries and affiliates (including the Borrowers)
will be suspending the payment of certain upcoming scheduled principal
installments owing in respect of certain Financial 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 an
Event of Default under (i) Section 13.1(a) of the Loan Agreement
with respect to the principal installment due under the Loan Agreement on October 23,
2010 and (ii) Section 13.1(c) of the Loan Agreement 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 Borrowers, to work with their various lenders
(including the lenders party to the Loan Agreement) towards a mutually
agreeable solution on their outstanding indebtedness, we hereby request that
the Credit Parties forbear from exercising any of the rights or remedies
arising from the Specified Events of Default available to them under the
Finance Documents or under applicable law (all of which rights and remedies are
hereby expressly reserved by the Credit Parties) 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 Event of Default under the Loan Agreement 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 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
Facility Agent, for itself and on behalf of the other Credit Parties, agrees to
forbear from exercising any of the rights or remedies arising from the
Specified Events of Default.


 


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  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TBS INTERNATIONAL, PLC

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:
  Senior Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
  Acknowledged
  and Agreed,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  DVB
  GROUP MERCHANT BANK (ASIA) LTD.,

  	
   

  
	
  As Facility Agent, for and on behalf of itself and
  the other Credit Parties

  
	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Jane Freeberg Sarma

  	
   

  	
   

  
	
   

  	
  Name:
  Jane Freeberg Sarma

  	
   

  	
   

  
	
   

  	
  Title:
  Attorney-in-fact

  	
   

  	
   

  



 

















 


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