Exhibit 10.8


 


[Letterhead of Commerzbank]


 


November 12 2010


 


Commerzbank
AG, Global Shipping


Domstr.
18


20095
Hamburg


 


RE:          Extension of Forbearance Period 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 (i) the Loan Agreement and (ii) the Letter
Agreement dated as of September 30, 2010 (the “Forbearance Letter”)
whereby you agreed subject to the conditions therein to forbear from exercising
any of the rights or remedies arising from the Specified Events of Default as
provided therein..  Capitalized terms
defined in the Loan Agreement or the Forbearance Letter and not otherwise
defined herein are used herein as therein defined, as applicable.


 


In
order to allow time for TBS International, plc and its affiliates to continue
to work with their various lenders, including you, towards a mutually agreeable
solution on their outstanding indebtedness, we hereby request that you extend
the period under which you agree to forbear from exercising any of the rights
or remedies arising from the Specified Events of Default available to Lender
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) December 29, 2010 (the “Forbearance Extension Period”).


 


In
connection with your agreement hereunder, TBS International, plc agrees to pay
a fee to Lender in an amount of 0.05% of the total outstanding loan amount.


 


By
counter-signing this letter, you agree


 


(i)                                     during the
Forbearance Extension Period, the following minimum cash liquidity covenant
shall replace the existing minimum cash liquidity covenant contained in Section 10.17
of the Loan Agreement:


 

















 


“For each calendar week ending during the Forbearance Extension Period,
permit the aggregate daily closing balance of Qualified Cash to be less than
$15,000,000 on the last business day of any week or on average in any week”


;
and


 


(ii)                                  to forbear from
exercising any of the rights or remedies arising solely from the Specified
Events of Default (which shall include (in addition those identified in the
Forbearance Letter) defaults arising from the suspension of payments by TBS
International, public limited company and its affiliates of certain scheduled
principal installments owing in respect of Indebtedness of such persons during
the Forbearance Extension Period, as more particularly described on Schedule 1
hereto) on the terms set forth in the Forbearance Letter, as modified by the
terms above.


 


 


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  Very
  truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DYKER MARITIME CORP., as Borrower

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
   

  	
  Title: 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 Glaeser

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Carlo Glaeser

  	
   

  	
   

  	
   

  
	
   

  	
  Title:
  Associate Project Manager

  	
   

  	
   

  	
   

  



 


[Signature
Page to Commerzbank Extended Forbearance Letter]


 

















 


Schedule 1


 


	
  Facility

  	
   

  	
  Principal Amount

  	
   

  	
  Date

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Royal Bank of Scotland plc Term Loan Facility dated as of
  March 29, 2007 (as amended from time to time thereafter)

  	
   

  	
  $

  	
  417,500

  	
   

  	
  December 1, 2010

  
	
   

  	
  $

  	
  417,500

  	
   

  	
  December 9, 2010

  
	
   

  	
  $

  	
  417,500

  	
   

  	
  December 23, 2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Credit Suisse AG Loan Agreement dated as of December 7, 2007 (as
  amended)

  	
   

  	
  $

  	
  437,000

  	
   

  	
  November 19, 2010

  
	
   

  	
  $

  	
  437,000

  	
   

  	
  December 13, 2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Joh. Berenberg, Gossler & Co. KG Loan Agreement dated as of June 19, 2008 (as amended)

  	
   

  	
  $

  	
  812,500

  	
   

  	
  December 22, 2010

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Commerzbank AG dated as of
  May 28, 2008 (as amended)

  	
   

  	
  $

  	
  1,000,000

  	
   

  	
  December 2, 2010