Exhibit 10.7


 


November 12, 2010


 


Joh.
Berenberg, Gossler & Co. KG


Neuer
Jungfernstieg 20


20354
Hamburg


Germany


Fax:
(0049) 40 350 60 900


 


RE:          Extension of
Forbearance Period in connection with Events of Default under Loan Agreement
between Grainger Maritime Corp. (the “Borrower”) and Joh. Berenberg,
Gossler & Co. KG (the “Lender”)
dated as of June 19, 2008 (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 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 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 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.


 

















 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TBS INTERNATIONAL, PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Name:
  Ferdinand V. Lepere

  
	
   

  	
   

  	
  Title:
  Senior Executive Vice President

  
	
   

  	
   

  	
  and
  Chief Financial Officer

  



 


 


	
  Acknowledged
  and Agreed,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Joh.
  Berenberg, Gossler & Co. KG

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Jorn Engelmann

  	
   

  
	
   

  	
  Name:
  Jorn Engelmann

  	
   

  
	
   

  	
  Title:
  General Manager

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Christian Speer

  	
   

  
	
   

  	
  Name:
  Christian Speer

  	
   

  
	
   

  	
  Title:
  Assistant Director

  	
   

  



 


[Signature Page to
Berenberg 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