Exhibit 10.4


 


November 15, 2010


 


DVB
GROUP MERCHANT BANK (ASIA) LTD.


77
Robinson Road 30-02


Singapore


Attention:
Martijn van Tuyl


Facsimile:
+65 6511 0700


 


RE:          Loan Agreement dated as of January 16, 2008 (as
amended, the “Loan Agreement”)
among, inter alia, the parties named therein as Borrowers (the “Borrowers”), the parties named therein as Guarantors, the
banks and financial institutions named therein as Lenders, the banks and
financial institutions named therein as Swap Banks, and DVB Group Merchant Bank
(Asia) Ltd. as Facility Agent (in such capacity, the “Facility
Agent”) and Security Trustee


 


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
Credit Parties 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 and not otherwise defined herein are used
herein as therein defined.


 


In
order to allow time for TBS International, plc and its affiliates to work with
their various lenders (including the lenders party to the Loan Agreement)
towards a mutually agreeable solution on their outstanding indebtedness, we
hereby request that the Credit Parties extend the period under which they
agreed to forbear from exercising any of the rights or remedies arising from
the Specified Events of Default available to them under the Finance Documents
or under applicable law (all of which rights and remedies are hereby expressly
reserved by the Credit Parties) until the earlier of (i) the occurrence of
a Forbearance Termination Event and (ii) 12:01 a.m. E.S.T. on January 13,
2011 (the “Forbearance Extension Period”).


 


Such
forbearance in respect of the Credit Parties’ rights and remedies under the
Finance Documents is conditioned upon and subject to TBS International plc
and/or their applicable subsidiaries and affiliates having entered into
amendments, waivers, forbearances or other modifications on or before November 15,
2010 in respect of each of the other loan facilities listed on Schedule 1
hereto, deferring and/or forbearing until no earlier than December 29,
2010 any rights of the respective creditor parties under such loan facilities
arising as a result of the Payment Suspension. 
In connection with your agreement hereunder, TBS International, plc
agrees to pay a fee to the consenting Credit Parties in an amount of 0.05% of such
Credit Parties’ total outstanding loan amount under the Loan Agreement.


 

















 


Subject
to the conditions precedent stated in the preceding paragraph and subject to
the other terms and conditions set forth above, by counter-signing this letter
the Facility Agent, for itself and on behalf of the other Credit Parties,
agrees:


 


(i)            during the
Forbearance Extension Period, the following minimum cash liquidity covenant
shall replace the existing minimum cash liquidity covenant contained in the
Bank of America Facility Financial Covenants:


 


“For each calendar week ending during the Forbearance Extension Period,
permit the aggregate daily closing balance of Qualified Cash of the Loan
Parties 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.


 


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  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,

  
	
   

  
	
   

  
	
  DVB GROUP MERCHANT BANK (ASIA) LTD.,

  
	
  As Facility Agent, for and on behalf of itself and
  the other Credit Parties

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Jane Freeberg Sarma

  	
   

  	
   

  	
   

  
	
   

  	
  Name:
  Jane Freeberg Sarma

  	
   

  	
   

  
	
   

  	
  Title:
  Attorney-in-fact

  	
   

  	
   

  
					



 

















 


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