ex-10_6.htm


    TBS INTERNATIONAL LIMITED
& SUBSIDIARIES                EXHIBIT
10.6 

     

     

    


      [Letterhead
of Commerzbank Global Shipping]

       

      



      
        	
                To:

                TBS
      International Limited

                Mr.
      Lawrence A Blatte

                Mr.
      Ferdinand V. Lepere

                612
      East Grassy Sprain Road Yonkers

                New
      York 10110

                United
      States of America

              	
                From:

                Commerzbank
      AG Global Shipping

                Martin
      Hugger

                Ness
      7 – 9

                20457
      Hamburg

                e-mail: martin.hugger@commerzbank.com

                 

                 

                March 2,
      2009

              


      

      
 

      Dear Fred
and Larry,

       

      We refer
to the loan facility agreement dated May 28, 2008 made between yourselves as
Borrowers and ourselves as Lenders in which we provide you with a facility of up
to USD 12.5 Mio. (the "Facility
Agreement") to refinance the m.v., "CARIBE
MAIDEN". Words and expressions defined in the Facility Agreement have the same
meaning when used in this letter.

       

      By email
dated February 17, 2009 you have asked for our approval of a prepayment of the
following two scheduled instalments dated September 2009 and 2nd
December 2009 of a total amount of USD 2.0 Mio.

       

      We are
pleased to inform you about our consent to your request. We hereby approve the
following adjustment in relation to the Facility Agreement, subject to the
following conditions which shall replace those outlined in clause 14.1 and 10.17
respectiviy of the Facility Agreement through December 31, 2009, which means
that Me existing financial and LtV covenants will be waived through December 31,
2009 ("Waiver Period"):

       

      
        	
                >  

              	
                Maintenance
      at all times of Minimum Liquidity (unrestricted cash and cash
      equivalents), tested monthly, of at least USD 40.0
  Mio.

              


      

       

      
        	
                >  

              	
                Maintenance
      on a quarterly basis (starling with a two quarter test for the quarter
      ending 6/30/09, building to a trailing four quarter test) of minimum
      EBITDA to Consolidated interest Charges for such trailing period (EBITDA
      definition will be amended in a manner to be agreed to address certain
      impairment charges) as set forth
below:

              


      

       

      
        
          
            
              	 	
                      6/30109

                    	
                      1.10:1.00

                    
	 	
                      9/30/09

                    	
                      1.35:1.00

                    
	 	
                      12/31/09

                    	
                      1.75:1.00

                    


            

          

        

      

      Margin
increase to 3.00% p.a. for the duration of the Waiver Period

       

      > Waiver
fee of 0.5% flat on the outstanding loan amount of USD 6.5
Mio.



      


       

      Please
confirm your acceptance of the waiver terms and conditions set out in this
letter by duly signing, dating and returning to us the enclosed duplicate, By
your acceptance, this letter shall be deemed to be an integral part of the
Facility Agreement.

       

      Looking
forward to hearing from you we remain with best regards

       

      COMMERZBANK
Aktiengesellschaft

      


              /s/  Martin
Hugger                                                      /s/  Claas
Ringleben

              Martin Hugger                    Claas Ringleben

      


       

       

      TBS
International Limited

      /s/
Ferdinand V. Lepere

      Ferdinand V. Lepere

      Executive
Vice President and

      Chief
Financial Officer