ex-10_10.htm


    TBS INTERNATIONAL LIMITED
& SUBSIDIARIES                EXHIBIT
10.10 

     

     

    


      


      


      


      


      Date: as
of March 26, 2009

       

      


      


      RUSHMORE
SHIPPING LLC,

      as
Owners

       

      BEEKMAN
SHIPPING CORP.,

      as
Charterers

      


      -and-

      


      TBS
INTERNATIONAL LIMITED,

      as
Guarantor

      


      _______________________________________________________

      


      FIRST
AMENDATORY AGREEMENT

      ______________________________________________________

      


      Amending
and Supplementing the Bareboat Charter Party dated as of January 24,
2007

      in
respect of the Panamanian registered and Philippine bareboat
registered

      LAGUNA
BELLE

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      FIRST
AMENDATORY AGREEMENT dated as of March 26, 2009 (this “Agreement”)

      


      AMONG

      


      
        	
                (1)  

              	
                RUSHMORE
      SHIPPING LLC, a Marshall Islands limited liability company, as owners (the
      “Owners”);

              


      

       

      
        	
                (2)  

              	
                BEEKMAN
      SHIPPING CORP., a Marshall Islands corporation, as bareboat charterers
      (the “Charterers”);
      and

              


      

       

      
        	
                (3)  

              	
                TBS
      INTERNATIONAL LIMITED, a Bermuda company, as guarantor (the “Guarantor”).

              


      

       

      WITNESSETH
THAT:

      


      WHEREAS, the Owners, the
Charterers and the Guarantor are parties to a bareboat charter party dated as of
January 24, 2007 (the “Charter”);

      


      WHEREAS, the obligations of
the Charterers under the Charter are guaranteed by the Guarantor pursuant to
Clause 53 of the Charter;

      


      WHEREAS, as of the date hereof
the Guarantor is in breach of its obligations under Clause 35(3)(a) of the
Charter; and

      


      WHEREAS, upon the terms and
conditions stated herein, the parties hereto have agreed to:

      


      
        	
                (a)

              	
                waive
      the Guarantor’s breach of its obligations under Clause 35(3)(a) of the
      Charter; and

              


      

      


      
        	
                (b)  

              	
                waive
      the requirements of Clause 35(3)(a) of the Charter with effect on and from
      the date hereof until 12:00 am on January 1,
  2010.

              


      

      


      NOW, THEREFORE, in
consideration of the premises set forth above, the covenants and agreements
hereinafter set forth, the parties hereto agree as follows:

      


      
        	
                1  

              	
                DEFINITIONS

              


      

      


      
        	
                1.1  

              	
                Defined
      terms.  Capitalized terms used but not defined herein
      shall have the meaning assigned such terms in the
  Charter.

              


      

      


      
        	
                2  

              	
                BREACH,
      WAIVER AND AMENDMENT

              


      

       

      
        	
                2.1  

              	
                Fee.  In
      consideration of payment by the Charterer of a fee to the Owner in an
      amount to be determined between the Owner and the Charterer and paid by
      the Charterer within 21 days of the date hereof, the Owner and the
      Charterer hereby agree to the following clauses 2.2 to 2.8 in respect of
      the Charter.

              


      

       

      
        	
                2.2  

              	
                Breach of Clause
      35(3)(a).  The Guarantor acknowledges and agrees that, as
      of the date of this Agreement, it is in breach of Clause 35(3)(a) of the
      Charter.

              


      

       

      
        	
                2.3  

              	
                Waiver of
      breach.  The Owner hereby waives, as of the date hereof,
      the Guarantor’s breach of Clause 35(3)(a) of the
  Charter.

              


      

       

      
        	
                2.4  

              	
                Amendment.  Clauses
      35(3)(a) and (b) of the Charter are amended and restated to read as
      follows:

              


      

      


      
        	
                 
      

              	
                “(a)

              	
                to
      be in compliance with:

              


      

      


      
        	
                (i)  

              	
                the
      financial covenants set forth in Section 7.13 of the Credit Agreement
      dated July 31, 2006 (as amended or supplemented from time to time, the
      “Bank of America Credit
      Facility”) among the Guarantor and certain of its subsidiaries as
      borrowers, Bank of America, N.A., as Administrative Agent and a Lender,
      Citibank, N.A., as Syndication Agent and a Lender, Westlb AG New York
      Branch, as Documentation Agent and a Lender, Keybank, N.A. as a Lender,
      LaSalle Bank, National Association, as a Lender, North Fork Business
      Capital Corporation, as a Lender, and Webster Bank National Association,
      as a Lender, upon the terms and conditions of which a $140.0 million
      credit facility was made available to the Guarantor and certain of its
      subsidiaries; and

              


      

       

      
        	
                (ii)  

              	
                clauses
      10.2(h)(ii) and 10.2(i)(i) of the Loan Agreement dated as of January 16,
      2008, as amended by the First Amendatory Agreement thereto dated as of
      March 23, 2009, among (i) Bedford Maritime Corp., Brighton Maritime Corp.,
      Hari Maritime Corp., Prospect Navigation Corp., Hancock Navigation Corp.,
      Columbus Maritime Corp. and Whitehall Marine Transport Corp. as Borrowers,
      (ii) the Guarantor as Guarantor, (iii) the banks and financial
      institutions named therein as Lenders, (iv) DVB Group Merchant Bank (Asia)
      Ltd. as Facility
      Agent and Security Trustee, (v) The Governor and Company of the Bank of
      Ireland (“BOI”) as
      Payment Agent, (vi) DVB Bank AG, BOI and Natixis as Swap Banks and (vii)
      Mount Washington LLC as Arranger;
and

              


      

       

      
        	
                (b)  

              	
                to
      subordinate any and all claims of whatever nature which the Guarantor has
      or may hereafter have against the Charterer to any and all claims of
      whatever nature which the Owner has or may hereafter have against the
      Charterer during the Charter Period and until all Charter Party
      Obligations have been fulfilled.”

              


      

      


      
        	
                2.5  

              	
                Temporary waiver of Clause
      35(3)(a)(i).  The parties hereto agree to waive the
      requirements of Clause 35(3)(a)(i) of the Charter, as amended above, with
      effect on and from the date hereof until 12:00 am on January 1, 2010,
      provided that the
      Guarantor shall maintain the following between the date hereof and 12:00
      am on January 1, 2010 (and for the avoidance of doubt the requirements of
      Clause 35(3)(a)(i) of the Charter, as amended above, shall be reinstated
      at 12:01 am on January 1, 2010 and shall be effective at all times
      thereafter):

              


      

      


      
        	
                (a)  

              	
                at
      all times, cash and Cash Equivalents of not less than $40,000,000, to be
      tested on the last day of each month;
and

              


      

      


      
        	
                (b)  

              	
                a
      Consolidated Interest Charges Coverage Ratio of not less than 1.10 to 1.00
      at June 30, 2009, 1.35 to 1.00 at September 30, 2009 and 1.75 to 1.00 at
      December 31, 2009.

              


      

      


      For
purposes of (a) and (b) above:

      


      “Attributable Indebtedness”
means, on any date:

      


      
        	
                (i)  

              	
                in
      respect of any Capitalized Lease of any person, the capitalized amount
      thereof that would appear on a balance sheet of such person prepared as of
      such date in accordance with GAAP;

              


      

      


      
        	
                (ii)  

              	
                in
      respect of any Synthetic Lease Obligation, the capitalized amount of the
      remaining lease or similar payments under the relevant lease or other
      applicable agreement or instrument that would appear on a balance sheet of
      such person prepared as of such date in accordance with GAAP if such lease
      or other agreement or instrument were accounted for as a Capitalized
      Lease; and

              


      

      


      
        	
                (iii)  

              	
                all
      Synthetic Debt of such person.

              


      

      


      “Capitalized Leases” means all
leases that have been or should be, in accordance with GAAP, recorded as
capitalized leases.

      


      “Cash Equivalents” means any of
the following types of Investments, to the extent owned by the Guarantor or any
of its Subsidiaries free and clear of all Security Interests (other than
Security Interests created under the Finance Documents and other Security
Interests permitted hereunder):

       

      
        	
                (i)  

              	
                readily
      marketable obligations issued or directly and fully guaranteed or insured
      by the United States of America or any agency or instrumentality thereof
      having maturities of not more than 360 days from the date of acquisition
      thereof; provided
      that the full faith and credit of the United States of America is
      pledged in support thereof;

              


      

       

      
        	
                (ii)  

              	
                time
      deposits with, or insured certificates of deposit or bankers’ acceptances
      of, any commercial bank that (1) (A) is a Lender or (B) is organized under
      the laws of the United States of America, any state thereof or the
      District of Columbia or is the principal banking subsidiary of a bank
      holding company organized under the laws of the United States of America,
      any state thereof or the District of Columbia, and is a member of the
      Federal Reserve System, (2) issues (or the parent of which issues)
      commercial paper rated as described in clause (iii) of this definition and
      (3) has combined capital and surplus of at least $1,000,000,000, in each
      case with maturities of not more than 90 days from the date of acquisition
      thereof;

              


      

       

      
        	
                (iii)  

              	
                commercial
      paper issued by any person organized under the laws of any state of the
      United States of America and rated at least “Prime-1” (or the then
      equivalent grade) by Moody’s or at least “A-1” (or the then equivalent
      grade) by S&P, in each case with maturities of not more than 180 days
      from the date of acquisition thereof;
and

              


      

       

      
        	
                (iv)  

              	
                Investments,
      classified in accordance with GAAP as current assets of the Guarantor or
      any of its Subsidiaries, in money market investment programs registered
      under the Investment Company Act of 1940, which are administered by
      financial institutions that have the highest rating obtainable from either
      Moody’s or S&P, and the portfolios of which are limited solely to
      Investments of the character, quality and maturity described in clauses
      (i), (ii) and (iii) of this
definition.

              


      

       

      “Consolidated EBITDA” means, at
any date of determination, an amount equal to Consolidated Net Income of the
Guarantor and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period, plus the following to the
extent deducted in calculating such Consolidated Net Income (and without
duplication):

      


      
        	
                (i)  

              	
                Consolidated
      Interest Charges;

              


      

      


      
        	
                (ii)  

              	
                the
      provision for Federal, state, local and foreign income taxes
      payable;

              


      

      


      
        	
                (iii)  

              	
                depreciation
      and amortization expense;

              


      

      


      
        	
                (iv)  

              	
                net
      losses from the sales of Ships as permitted under this Agreement or
      vessels as permitted under the Bank of America Credit Facility;
      and

              


      

      


      
        	
                (v)  

              	
                any
      noncash impairment charges incurred during each fiscal year of the
      Guarantor and its Subsidiaries ending December 31, 2008 and December 31,
      2009 in respect of any of the Guarantor’s or its Subsidiaries’ goodwill
      and vessels (in each case of or by the Guarantor and its Subsidiaries for
      such Measurement Period),

              


      

      


      minus, to the extent included
in calculating such Consolidated Net Income, all net gains from the sales of
Ships as permitted under this Agreement or vessels as permitted under the Bank
of America Credit Facility (in each case of or by the Guarantor and its
Subsidiaries for such Measurement Period), provided that, to the extent
characterized as interest on the income statements of the Guarantor and its
Subsidiaries for such Measurement Period pursuant to FASB Interpretation No. 133
– Accounting for Derivative Instruments and Hedging Activities (June 1998),
noncash adjustments in connection with any interest rate Swap Contract entered
into by the Guarantor or any of its Subsidiaries, shall be
excluded.

      


      “Consolidated Interest Charges”
means, for any Measurement Period, the sum of:

      


      
        	
                (i)  

              	
                all
      interest, premium payments, debt discount, fees, charges and related
      expenses in connection with borrowed money (including capitalized interest
      but excluding capitalized interest on Permitted New Vessel Construction
      Indebtedness) or in connection with the deferred purchase price of assets,
      in each case to the extent treated as interest in accordance with
      GAAP;

              


      

       

      
        	
                (ii)  

              	
                all
      interest paid or payable with respect to discontinued operations;
      and

              


      

       

      
        	
                (iii)  

              	
                the
      portion of rent expense under Capitalized Leases that is treated as
      interest in accordance with GAAP,

              


      

       

      in each
case, of or by the Guarantor and its Subsidiaries on a consolidated basis for
the most recently completed Measurement Period; provided that, to the extent
characterized as interest on the income statements of the Guarantor and its
Subsidiaries for such Measurement Period pursuant to FASB Interpretation No. 133
– Accounting for Derivative Instruments and Hedging Activities (June 1998),
noncash adjustments in connection with any interest rate Swap Contract entered
into by the Guarantor or any of its Subsidiaries, shall be
excluded.

       

      “Consolidated Interest Charges
Coverage Ratio” means, at any date of determination, the ratio of (a) the
result of (i) Consolidated EBITDA, less (ii) the sum of Federal,
state, local and foreign income taxes paid in cash for the most recently
completed Measurement Period, to (b) Consolidated Interest Charges for the most
recently completed Measurement Period.

       

      “Consolidated Net Income”
means, at any date of determination, the net income (or loss) of the Guarantor
and its Subsidiaries on a consolidated basis for the most recently completed
Measurement Period; provided
that Consolidated Net Income shall exclude:

      


      
        	
                (i)  

              	
                extraordinary
      gains and extraordinary losses for such Measurement
  Period;

              


      

       

      
        	
                (ii)  

              	
                the
      net income of any Subsidiary during such Measurement Period to the extent
      that the declaration or payment of dividends or similar distributions by
      such Subsidiary of such income is not permitted by operation of the terms
      of its Organization Documents or any agreement, instrument or Law
      applicable to such Subsidiary during such Measurement Period, except that
      the Guarantor’s equity in any net loss of any such Subsidiary for such
      Measurement Period shall be included in determining Consolidated Net
      Income; and

              


      

       

      
        	
                (iii)  

              	
                any
      income (or loss) for such Measurement Period of such person if such person
      is not a Subsidiary,

              


      

       

      except
that the Guarantor’s equity in the net income of any such person for such
Measurement Period shall be included in Consolidated Net Income up to the
aggregate amount of cash actually distributed by such person during such
Measurement Period to the Guarantor or a Subsidiary as a dividend or other
distribution (and in the case of a dividend or other distribution to a
Subsidiary, such Subsidiary is not precluded from further distributing such
amount to Holdings as described in clause (ii) of this
proviso).

      


      “Debtor Relief Laws” means the
Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

      


      “Equity Interests” means, with
respect to any person, all of the shares of capital stock of (or other ownership
or profit interests in) such person, all of the warrants, options or other
rights for the purchase or acquisition from such person of shares of capital
stock of (or other ownership or profit interests in) such person, all of the
securities convertible into or exchangeable for shares of capital stock of (or
other ownership or profit interests in) such person or warrants, rights or
options for the purchase or acquisition from such person of such shares (or such
other interests), and all of the other ownership or profit interests in such
person (including partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination.

      


      “Finance Documents” has the
meaning assigned such term in the Loan Agreement.

      


      “GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and
pronouncements of the Accounting Principles Board and the American Institute of
Certified Public Accountants and statements and pronouncements of the Financial
Accounting Standards Board or such other principles as may be approved by a
significant segment of the accounting profession in the United States, that are
applicable to the circumstances as of the date of determination, consistently
applied.

      


      “Governmental Authority” means
the government of the United States or any other nation, or of any political
subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or
functions of or pertaining to government (including any supra-national bodies
such as the European Union or the European Central Bank).

      


      “Guarantee” means, as to any
person, any:

      


      
        	
                (i)  

              	
                any
      obligation, contingent or otherwise, of such person guaranteeing or having
      the economic effect of guaranteeing any Indebtedness or other obligation
      payable or performable by another person (the “primary obligor”) in any
      manner, whether directly or indirectly, and including any obligation of
      such person, direct or indirect,

              


      

      


      
        	
                (A)  

              	
                to
      purchase or pay (or advance or supply funds for the purchase or payment
      of) such Indebtedness or other
obligation;

              


      

      


      
        	
                (B)  

              	
                to
      purchase or lease property, securities or services for the purpose of
      assuring the obligee in respect of such Indebtedness or other obligation
      of the payment or performance of such Indebtedness or other
      obligation;

              


      

      


      
        	
                (C)  

              	
                to
      maintain working capital, equity capital or any other financial statement
      condition or liquidity or level of income or cash flow of the primary
      obligor so as to enable the primary obligor to pay such Indebtedness or
      other obligation;

              


      

      


      
        	
                (D)  

              	
                entered
      into for the purpose of assuring in any other manner the obligee in
      respect of such Indebtedness or other obligation of the payment or
      performance thereof or to protect such obligee against loss in respect
      thereof (in whole or in part); or

              


      

      


      
        	
                (ii)  

              	
                any
      Security Interest on any assets of such person securing any Indebtedness
      or other obligation of any other person, whether or not such Indebtedness
      or other obligation is assumed by such person (or any right, contingent or
      otherwise, of any holder of such Indebtedness to obtain any such Security
      Interest).

              


      

      


      The
amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in
respect of which such Guarantee is made or, if not stated or determinable, the
maximum reasonably anticipated liability in respect thereof as determined by the
guaranteeing person in good faith.  The term “Guarantee” as a verb has a
corresponding meaning.

      


      “Indebtedness” means, as to any
person at a particular time, without duplication, all of the following, whether
or not included as indebtedness or liabilities in accordance with
GAAP:

      


      
        	
                (i)  

              	
                all
      obligations of such person for borrowed money and all obligations of such
      person evidenced by bonds, debentures, notes, loan agreements or other
      similar instruments;

              


      

      


      
        	
                (ii)  

              	
                the
      maximum amount of all direct or contingent obligations of such person
      arising under letters of credit (including standby and commercial),
      bankers’ acceptances, bank guaranties, surety bonds and similar
      instruments;

              


      

      


      
        	
                (iii)  

              	
                net
      obligations of such person under any Swap
  Contract;

              


      

      


      
        	
                (iv)  

              	
                all
      obligations of such person to pay the deferred purchase price of property
      or services (other than trade accounts payable in the ordinary course of
      business and not past due for more than 60 days after the date on which
      such trade account was created);

              


      

      


      
        	
                (v)  

              	
                indebtedness
      (excluding prepaid interest thereon) secured by a Security Interest on
      property owned or being purchased by such person (including indebtedness
      arising under conditional sales or other title retention agreements),
      whether or not such indebtedness shall have been assumed by such person or
      is limited in recourse;

              


      

      


      
        	
                (vi)  

              	
                all
      Attributable Indebtedness in respect of Capitalized Leases and Synthetic
      Lease Obligations of such person and all Synthetic Debt of such
      person;

              


      

      


      
        	
                (vii)  

              	
                all
      obligations of such person to purchase, redeem, retire, defease or
      otherwise make any payment in respect of any Equity Interest in such
      person or any other person or any warrant, right or option to acquire such
      Equity Interest, valued, in the case of a redeemable preferred interest,
      at the greater of its voluntary or involuntary liquidation preference
      plus accrued and
      unpaid dividends; and

              


      

      


      
        	
                (viii)  

              	
                all
      Guarantees of such person in respect of any of the
    foregoing.

              


      

      


      For all
purposes hereof, the Indebtedness of any person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such person.  The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.

      


      “Investment” means, as to any
person, any direct or indirect acquisition or investment by such person, whether
by means of (a) the purchase or other acquisition of Equity Interests of another
person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or interest in,
another person, (c) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another person that constitute a business
unit or all or a substantial part of the business of, such person or (d) the
acquisition or construction of a vessel.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment.

      


      “Loan Agreement” means the Loan
Agreement dated as of January 25, 2007 among Adirondack Shipping LLC and
Rushmore Shipping LLC. as Borrowers, the banks and financial institutions named
therein as Lenders and DVB Bank America N.V. as Facility Agent and Security
Trustee.

      


      “Measurement Period” means, at
any date of determination, the most recently completed four fiscal quarters of
the Guarantor.

      


      “Moody’s” means Moody’s
Investors Service, Inc. and any successor thereto.

      


      “Organization Documents” means,
(a) with respect to any corporation, the certificate or articles of
incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b) with respect to any limited
liability company, the certificate or articles of formation or organization and
operating agreement; and (c) with respect to any partnership, joint venture,
trust or other form of business entity, the partnership, joint venture or other
applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or
organization with the applicable Governmental Authority in the jurisdiction of
its formation or organization and, if applicable, any certificate or articles of
formation or organization of such entity.

      


      “Permitted New Vessel Construction
Indebtedness” means Indebtedness of Subsidiaries of the Guarantor that
are not parties to the Bank of America Credit Facility in connection with the
construction of multipurpose tweendeck or bulk carrier shipping
vessels.

      


      “Security Interest” has the
meaning assigned such term in the Loan Agreement.

      


      “S&P” means Standard &
Poor’s Ratings Services, a division of The McGraw-Hill Companies, Inc., and any
successor thereto.

      


      “Subsidiary” means a
corporation, partnership, joint venture, limited liability company or other
business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other
governing body (other than securities or interests having such power only by
reason of the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or indirectly through
one or more intermediaries, or both, by the Guarantor.

      


      “Swap Contract” means (a) any
and all rate swap transactions, basis swaps, credit derivative transactions,
forward rate transactions, commodity swaps, commodity options, forward commodity
contracts, equity or equity index swaps or options, bond or bond price or bond
index swaps or options or forward bond or forward bond price or forward bond
index transactions, interest rate options, forward foreign exchange
transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency
options, spot contracts, or any other similar transactions or any combination of
any of the foregoing (including any options to enter into any of the foregoing),
whether or not any such transaction is governed by or subject to any master
agreement, and (b) any and all transactions of any kind, and the related
confirmations, which are subject to the terms and conditions of, or governed by,
any form of master agreement published by the International Swaps and
Derivatives Association, Inc., any International Foreign Exchange Master
Agreement, or any other master agreement, including any such obligations or
liabilities under any such master agreement.

      


      “Synthetic Debt” means, with
respect to any person as of any date of determination thereof, all obligations
of such person in respect of transactions entered into by such person that are
intended to function primarily as a borrowing of funds (including any minority
interest transactions that function primarily as a borrowing) but are not
otherwise included in the definition of “Indebtedness” or as a
liability on the consolidated balance sheet of such person and its subsidiaries
in accordance with GAAP.

      


      “Synthetic Lease Obligation”
means the monetary obligation of a person under (i) a so-called synthetic,
off-balance sheet or tax retention lease, or (ii) an agreement for the use or
possession of property (including sale and leaseback transactions), in each
case, creating obligations that do not appear on the balance sheet of such
person but which, upon the application of any Debtor Relief Laws to such person,
would be characterized as the indebtedness of such person (without regard to
accounting treatment).

      


      
        	
                2.6  

              	
                References.  Each
      reference in the Charter to “this Charter”, “hereunder”, “hereof”,
      “herein” or words of like import shall mean and refer to the Charter as
      amended hereby.

              


      

      


      
        	
                2.7  

              	
                Effect of this
      Agreement.  Subject to the terms of this Agreement, with
      effect on and from the date hereof, the Charter shall be, and shall be
      deemed by this Agreement to have been, amended upon the terms and
      conditions stated herein and, as so amended, the Charter shall continue to
      be binding on each of the parties to it in accordance with its terms as so
      amended.

              


      

      


      
        	
                2.8  

              	
                No other amendments or
      waivers.  Except as amended or waived hereby, all other
      terms and conditions of the Charter remain unchanged and the Charter is
      hereby ratified and confirmed.  Without limiting the foregoing,
      the Guarantor acknowledges and agrees that its guarantee under Clause 53
      of the Charter remains in full force and
effect.

              


      

       

      
        	
                3  

              	
                MISCELLANEOUS

              


      

       

      
        	
                3.1  

              	
                Governing
      Law.  This Agreement and the rights and obligations of
      the parties hereunder shall be governed by, and construed in accordance
      with, Clause 26.2 of the Charter.

              


      

       

      
        	
                3.2  

              	
                Counterparts.  This
      Agreement may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same
    instrument.

              


      

       

      
        	
                3.3  

              	
                Severability.  Any
      provision of this Agreement that is prohibited or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent
      of such prohibition or unenforceability without invalidating or affecting
      the validity or enforceability of such provision in any other
      jurisdiction.

              


      

       

      
        	
                3.4  

              	
                Payment of
      Expenses.  The parties hereto agree to pay or reimburse
      each of the Credit Parties for all reasonable expenses in connection with
      the preparation, execution and carrying out of this Agreement and any
      other document in connection herewith or therewith, including but not
      limited to, reasonable fees and expenses of any counsel whom the Credit
      Parties may deem necessary or appropriate to retain, any duties,
      registration fees and other charges and all other reasonable out-of-pocket
      expenses incurred by any of the Credit Parties in connection with the
      foregoing.

              


      

       

      


      [SIGNATURE
PAGE FOLLOWS]

      
        
           

        

        
           

          
            

          

        

        
           

        

      



      WHEREFORE,
the parties hereto have caused this First Amendatory Agreement to be executed as
of the date first above written.

      


      
        	
                RUSHMORE
      SHIPPING LLC, as Owners

                 

                 

                 

                By:
      /s/
      A F. Spouselee  /s/
      Asandro Danaerde 

                Name:
      A F. Spouselee      Asandro Danaerde   

                Title:
      Director 

                 

              	
                BEEKMAN
      SHIPPING CORP., as Charterers

                 

                 

                 

                By:
      /s/ Christophil B.
      Costas

                Christophil B.
Costas

                Attorney-in-Fact

                 

              
	
                TBS
      INTERNATIONAL LIMITED, as Guarantor

                 

                 

                 

                By:
      /s/
      Christophil B. Costas 

                Christophil B.
Costas

                Attorney-in-Fact

              	 
      


      

      


      


      


      CONSENT

      


      Pursuant
to Clause 10.2(k) of the Loan Agreement dated as of January 25, 2007 among
Adirondack Shipping LLC and Rushmore Shipping LLC. as Borrowers, the banks and
financial institutions named therein as Lenders and DVB Bank America N.V. as
Facility Agent and Security Trustee, the Facility Agent, for and on behalf of,
and upon the instruction of, the Majority Lenders (as defined in said Loan
Agreement), hereby consents and agrees to the foregoing Agreement.

      


      DVB BANK
AMERICA N.V.,

      as
Facility Agent for and on behalf of the Majority Lenders

      


      


      By: /s/ Daniel C. Rodgers

      Daniel C. Rodgers

      Attorney-in-Fact