ex_10-8.htm


    TBS
INTERNATIONAL PLC & SUBSIDIARIES                 EXHIBIT
10.8

     

     

    COMMERZBANK

     

    T E L E F
A X

    An/To
Telefax Nr.+1-516-239-0147

     

    Anzahl
Seiten / Total number of Pages 2

     

    
      
        	
                An
      / To:

              	 
      	
                Von
      / From:

              
	
                TBS
      International Limited

              	 
      	
                Commerzbank
      AG

              
	
                Mr.
      Lawrence A Blatte

              	 
      	
                Global
      Shipping

              
	
                Mr.
      Ferdinand V. Lepere

              	 
      	
                Martin
      Hugger / Carlo Glaeser

              
	
                612
      East Grassy Sprain Road

              	 
      	
                Ness
      7 - 9

              
	
                Yonkers,
      New York 10710

              	 
      	
                20457
      Hamburg

              
	
                United
      States of America

              	 
      	
                e-mail:
      martin.hugger@commerzbank.com

              
	 
      	 
      	
                carlo.glaeser@commerzbank.com

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                Telefax-Nr.:

              	
                Tel.:

              	
                Datum/Date:

              
	
                +49-40-36
      83-4068

              	
                +49-40-36
      83 - 4074/-4082

              	
                31.03.2010

              
	
                If
      you receive this fax in error, illegible or not all pages please phone:
      +49-40-3683 - 4066 or -
4067

              


      


Dear Fred
and Larry,

     

    We refer
to the loan facility agreement dated May 28th, 2008 made between yourselves as
Borrowers and ourselves as Lenders in which we provide you with a facility of up
to USD 12.5 Mio. (the "Facility Agreement") to refinance the m.v. “CARIBE
MAIDEN”. Words and expressions defined in the Facility Agreement have the same
meaning when used in this letter.

     

    By email
dated March 18th, 2010 you have asked for our approval for a continuation of the
Waiver on a modified basis of the Terms & Conditions until 31st
December 2011 whereby the same are governed through the Amendment No. 3 and
Waiver to Credit Agreement with BOA (Bingham Draft dated 29th March 2010) which
also forms the basis for our decision. 

     

    We are
pleased to inform you about our consent to your request. We hereby approve the
following adjustment in relation to the Facility Agreement, subject to (a) an
equal treatment of all banks in relation to the Financial Covenants (b) an equal
treatment of all banks in relation to the Non-Financial Covenants, including but
not limited to loan prepayments, other than those which are being used to
achieve a 60% LtV (c) an all banks consent to the continuation of the Waiver
until 31st December 2011 and (d) the following conditions which sall replace
those outlined in clause 14.1 and 10.17 respectively of the Faciliaty Agreement
through December 31, 2011, which means that the existing Financial- and
LtV-Covenants will be waived through December 31st, 2011 (“Waiver
Period”):

     

    
      	
              Ø

            	
              Maintenance
      at all times of Minimum Liquidity (unrestricted cash and cash
      equivalents), tested monthly, of at least USD 15.0
  Mio.

            


    

     

    
      	
              Ø

            	
              Maintenance
      on a quarterly basis for four (4)  consecutive quarters (starting for
      the quarter ending 03/31/10) of minimum EBITDA* to Consolidated
      Interest Charges** for such trailing period as set forth
      below:

            


    

     

    
      
        	
                3/31/2010

              	 
      	
                2.50:1.00

              
	
                6/30/2010

              	 
      	
                3.00:1.00

              
	
                9/30/2010

              	 
      	
                3.00:1.00
      (no measurement after the fiscal quarter ending
  09/30/10)

              


      

    

     

    
      	
              Ø

            	
              Maintenance
      of Minimum Consolidated Fixed Charge Coverage Ratio (tested quarterly for
      a period of four (4) consecutive quarters, starting for the quarter ending
      12/31/10)

            


    

     

    
      
        	
                12/31/2010

              	 
      	
                1.10:1.00

              
	
                3/31/2011

              	 
      	
                1.30:1.00

              
	
                6/30/2011

              	 
      	
                1.50:1.00

              
	
                9/30/2011

              	 
      	
                1.75:1.00
      and thereafter

              


      

       

    

    
      	
              Ø

            	
              Maintenance
      of a Maximum Consolidated Leverage Ratio*** on a quarterly tested basis
      for four (4) consecutive quarters (starting for the quarter ending
      06/30/10)

            


    

     

    
      
        	
                6/30/2010

              	 
      	
                5.25:1.00

              
	
                9/30/2010

              	 
      	
                3.75:1.00

              
	
                12/31/2010

              	 
      	
                3.00:1.00
      and thereafter

              


      

    

     

    
      	
              Ø

            	
              Maintenance
      of an oustanding Loan Amount of maximum 60% of the Market Value of the
      Ship which applies not until and including 12/31/10 and is to be
      maintained first on 01/01/11

            


    

     

    
      	
              Ø

            	
              Margin
      increase to 4.00% p.a. for the duration of the Waiver Period starting
      04/01/10

            


    

     

    
      
        	
                Ø

              	
                Waiver
      fee of .05% flat on the oustanding loan amount of USD 3.5
    Mio.

              


      

       

      
      

       

      
        	
                 *
      Consolidated EBITDA is as defined in the Bank of America Credit Agreement;
      Consolidated Funded Indebtedness shall be calculated without the exclusion
      of $150.0 Mio. for new vessel construction indebtedness

                 

                ** excludes non-cash vessel or goodwill impairment charges, gain or
      loss on vessel sales, costs incurred in connection with payoff of bank
      debt and interest swap contracts, non-cash compensation, and cost
      incurred, not exceed $3.0 Mio. for the corporate redomiciliation.

                 

                *** exclude non-cash write-offs of deferred financing costs and non
      cash charges in the value of interest swap contracts.


              


      

       

      Please
confirm your acceptance of the waiver terms and conditions set out in this
letter by duly signing, dating and returning to us the enclosed duplicate. As
this agreement shall be for an extended period, we shall ask Watson Farley &
Williams for documentation in form of an amendment to the Loan Agreement.


    

     

    Looking
forward to hearing from you we remain with best regards

     

     

    
C O M M E R Z B A N K

     

     

    Aktiengesellschaft

     

    
      	
              /s/
      Martin
      Hugger                               
      

            	 
      	
              /s/ Carlo
      Glaeser                                      
               

            
	
              (Martin
      Hugger)

            	 
      	
              (Carlo
      Glaeser)

            


    

     

    
 Accepted on behalf of the Borrower and the Guarantor 

     

     

    
       

      
        	
                /s/ Ferdinand
      V,
      Lepere                          
      

              	 
      	
                New York March 31,
      2010                              
      

              
	
                Authorised
      Signatory

              	 
      	
                Place,
      Date