Exhibit
10.6


 


12 November, 2010


 


Credit
Suisse AG


Shipfinance


St.
Alban-Graben 1-3


4002 Basel


Switzerland


Attn. Mrs Carla Vogel-Sforzini


Fax: +41 61 266 79 39


 


RE:          Extension of
Forbearance Period in connection with Events of Default under Credit Suisse AG  Facility and the
Master Agreement dated December 7, 2007.


 


Reference
is hereby made to (a) the Loan Agreement dated 07 December 2007 made
between (i) Claremont Shipping Corp. and Yorkshire Shipping Corp. as joint
and several Borrowers (the “Borrowers”), (ii) Credit Suisse AG as
Lender and Swap Bank (the “Lender”) relating a term loan facility of
US$40,000,000 as supplemented by an
amendment letter dated 19 March 2008, a waiver letter dated 24 March 2009,
an extension of waiver letter dated 22 December 2009, a supplemental
agreement dated 8 January 2010, an extension of waiver letter dated 31 March 2010
and a further waiver letter dated 21 April 2010 (together the “Loan
Agreement”) , (b)the Master Agreement dated 07 December 2007 made
between the Borrowers and the Lender (the “Master Agreement”) and (c) the
Letter Agreement dated as of September 30, 2010 (the “Forbearance
Letter”) whereby the Lender 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, the Master 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 work with
their various lenders, including you, towards a mutually agreeable solution on
their outstanding indebtedness, we hereby request that the Lender 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 it under the
Loan Agreement, the Master 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 the Lender in an amount of 0.05% of the total outstanding loan amount
under the Loan Agreement.


 


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 10.18
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, of
which a minimum average balance of $5,625,000 must be deposited with Bank of
America, N.A.”


;
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.


 


As
a condition to your agreement TBS International, plc will provide you with the
evidence that similar such agreement has been obtained from any other lenders
including (but not limited to) those listed in the Schedule 1.


 


[Remainder of page intentionally left blank]


 

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TBS INTERNATIONAL, PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:
  Senior Executive Vice President

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Claremont Shipping Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:
  Senior Executive Vice President

  
	
   

  	
   

  	
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Yorkshire Shipping Corp.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:
  Senior Executive Vice President

  
	
   

  	
   

  	
  and Chief Financial Officer

  



 


 


	
  Acknowledged
  and Agreed,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CREDIT
  SUISSE AG,

  	
   

  	
   

  
	
  As
  Lender and Swap Bank

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Meike Rubin

  	
   

  	
  /s/ Carla Vogel-Sforzini

  
	
   

  	
  Name: Meike Rubin

  	
   

  	
  Carla Vogel-Sforzini

  
	
   

  	
  Title: Director

  	
   

  	
  Assistant Vice-President

  



 


[Signature Page to CS
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