Exhibit 10.9


 


November 15, 2010


 


Adirondack
Shipping LLC


 


	
  RE:

  	
  Bareboat
  Charter Party dated as of January 24, 2007 (as amended and supplemented,
  the “Charter”) among Adirondack Shipping
  LLC as Owner (the “Owner”),
  Fairfax Shipping Corp. as Charterer (the “Charterer”),
  and the Guarantors named therein in respect of the Panamanian registered and
  Philippines bareboat registered SEMINOLE PRINCESS

  



 


Reference
is hereby made to (i) the Charter and
(ii) the Letter Agreement dated as of September 30, 2010 (the “Forbearance Letter”) whereby the Owner 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 Charter 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 and creditors (including the Owner) towards a mutually
agreeable solution on their outstanding indebtedness, we hereby request that
the Owner extend the period under which it agreed to forbear from exercising
any of the rights or remedies arising from the Specified Events of Default
available to it under the Charter or under applicable law (all of which rights
and remedies are hereby expressly reserved by the Owner) 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 Owner’s rights and remedies under the Charter is
conditioned upon and subject to (i) the payment by the Charterer of the
amounts set forth on Schedule 2 hereto, on the dates listed therein, and (ii) 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.


 


Subject
to the condition precedent stated in the preceding paragraph and subject to the
other terms and conditions set forth above, by counter-signing this letter the
Owner 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 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ADIRONDACK
  SHIPPING LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Asandro Van Verde

  	
   

  	
   

  
	
   

  	
  Name:
  Asandro Van Verde

  	
   

  	
   

  
	
   

  	
  Title:
  Director

  	
   

  	
   

  
					



 

















 


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

  	
   

  



 

















 


Schedule 2


 


	
  Payment Date

  	
   

  	
  Amount

  	
   

  	
  To be applied to

  	
   

  
	
  Dec. 1, 2010

  	
   

  	
  $

  	
  96,334.56

  	
   

  	
  Payment
  originally due under Charter on Dec. 1, 2010

  	
   

  
	
  Jan. 13, 2011

  	
   

  	
  $

  	
  159,105.44

  	
   

  	
  Payment
  originally due under Charter on Dec. 1, 2010

  	
   

  
	
  Jan. 3, 2011

  	
   

  	
  $

  	
  104,685.04

  	
   

  	
  Payment
  originally due under Charter on Jan. 3, 2011

  	
   

  
	
  Jan. 13, 2011

  	
   

  	
  $

  	
  150,754.96

  	
   

  	
  Payment
  originally due under Charter on Jan. 3, 2011

  	
   

  
	
  Jan. 13, 2011

  	
   

  	
  $

  	
  156,881.16

  	
   

  	
  Payment
  originally due under Charter on Oct. 1, 2010 and extended by the
  Forbearance Letter to Nov. 15, 2010

  	
   

  
	
  Jan. 13, 2011

  	
   

  	
  $

  	
  146,544.23

  	
   

  	
  Payment
  originally due under Charter on Nov. 1, 2010 and extended by the
  Forbearance Letter to Nov. 15, 2010