ex_10-1.htm


    TBS INTERNATIONAL PLC
&
SUBSIDIARIES                        EXHIBIT
10.1

     

    


    


    AMENDMENT NO. 3 AND WAIVER
TO CREDIT AGREEMENT

    


    This
AMENDMENT NO. 3 AND WAIVER TO
CREDIT AGREEMENT (this “Amendment”) dated as
of March 31, 2010 and effective as of the Waiver Extension Effective Date (as
defined below) or, with respect to Section 1 and Section 5 of this Amendment, on
the Amendment No. 3 Effective Date (as defined below), as applicable, is by and
among (i) ALBEMARLE MARITIME CORP., ARDEN MARITIME CORP., AVON MARITIME CORP.,
BIRNAM MARITIME CORP., BRISTOL MARITIME CORP., CHESTER SHIPPING CORP.,
CUMBERLAND NAVIGATION CORP., DARBY NAVIGATION CORP., DOVER MARITIME CORP., ELROD
SHIPPING CORP., EXETER SHIPPING CORP., FRANKFORT MARITIME CORP., GLENWOOD
MARITIME CORP., HANSEN SHIPPING CORP., HARTLEY NAVIGATION CORP., HENLEY MARITIME
CORP., HUDSON MARITIME CORP., JESSUP MARITIME CORP., MONTROSE MARITIME CORP.,
OLDCASTLE SHIPPING CORP., QUENTIN NAVIGATION CORP., RECTOR SHIPPING CORP.,
REMSEN NAVIGATION CORP., SHEFFIELD MARITIME CORP., SHERMAN MARITIME CORP.,
STERLING SHIPPING CORP., STRATFORD SHIPPING CORP., VEDADO MARITIME CORP., VERNON
MARITIME CORP. and WINDSOR MARITIME CORP., each a corporation organized under
the laws of the Republic of the Marshall Islands (collectively, together with
any Borrowers joined on or after the date hereof, the “Borrowers” and, each
individually, a “Borrower”), (ii) TBS
INTERNATIONAL PLC, a corporation formed under the laws of Ireland (“Irish Holdings”),
(iii) TBS INTERNATIONAL LIMITED, a corporation formed under the laws of Bermuda
(“Bermuda
Holdings”, and together with Irish Holdings, “Holdings”), (iv) TBS
HOLDINGS LIMITED, a corporation formed under the laws of Bermuda (“TBH”), (v) TBS
SHIPPING SERVICES INC., a New York corporation, as administrative borrower (the
“Administrative
Borrower”), (vi) each lender from time to time party hereto
(collectively, the “Lenders” and
individually, a “Lender”), and (vii)
BANK OF AMERICA, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), Swing Line Lender and L/C Issuer.

    


    WHEREAS, the Borrowers,
Holdings, TBH, the Administrative Borrower, the Lenders and the Administrative
Agent are parties to that certain Amended and Restated Credit Agreement dated as
of March 26, 2008 (as amended and in effect from time to time, the “Credit Agreement”), pursuant
to which the Lenders have agreed, upon certain terms and conditions, to make
loans and otherwise extend credit to the Borrowers;

    


    WHEREAS, Events of Default
have occurred and continue (i) in connection with the Administrative Agent’s
receipt of a Valuation of the Vessels, dated on or about February 20, 2009, and
as a result of the Borrowers’ failure to prepay the Loans and other Credit
Extensions in an amount so that the Total Outstandings do not exceed the Maximum
Available Amount, in accordance with the requirements contained in Section 2.05(b)(iii)
of the Credit Agreement, (ii) as a result of the Loan Parties’ failure to
deliver audited consolidated financial statements accompanied by a report and
opinion of a Registered Public Accounting Firm not subject to a “going concern”
or like qualification or exception for the fiscal year ending December 31, 2009,
as required pursuant to Section 6.02(a) of
the Credit Agreement, and (iii) as a result of the Loan Parties’ failure to
comply with the financial covenants set forth in Section 7.13 of the
Credit Agreement for periods ending prior to the end of the Waiver Period (as
defined below) (the Events of Default described in clauses (i), (ii) and (iii),
collectively, the “Specified Events of
Default”);

    


    WHEREAS, the Borrowers have
requested and the Lenders and the Administrative Agent are willing (a) to waive
the Specified Events of Default, subject to the terms, conditions and other
provisions hereof, and (b) to amend certain provisions of the Credit Agreement
as more fully provided herein;

    


    WHEREAS, capitalized terms
which are used herein without definition and which are defined in the Credit
Agreement shall have the same meanings herein as in the Credit Agreement (as
amended hereby).

    


    NOW, THEREFORE, in
consideration of the foregoing premises and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Borrowers, the Lenders and the Administrative Agent hereby agree as
follows:

    


    Section 1. Waiver.  Subject to the
terms and conditions set forth herein, the Lenders and the Administrative Agent
hereby agree to waive the Specified Events of Default as of the Amendment No. 3
Effective Date.

    


    Section 2.                      Affirmation
and Acknowledgment of the Borrowers.  Each Borrower
hereby ratifies and confirms all of its Obligations to the Lenders, the L/C
Issuer and the Administrative Agent, including, without limitation, the Loans,
and each Borrower hereby affirms its absolute and unconditional promise to pay
to the Lenders, the L/C Issuer and the Administrative Agent the Loans and all
other amounts due under the Credit Agreement as amended hereby.  Each
Borrower hereby confirms that the Obligations are secured pursuant to the
Collateral Documents and pursuant to all other instruments and documents
executed and delivered by the Borrowers and as security for the
Obligations.

    


    Section 3.                      Release.  In order to
induce the Administrative Agent and the Lenders to enter into this Amendment,
each Loan Party acknowledges and agrees that: (a) such Loan Party does not have
any claim or cause of action against the Administrative Agent, the L/C issuer or
any Lender (or any of its respective directors, officers, employees or agents);
(b) such Loan Party does not have any offset right, counterclaim or defense of
any kind against any of its respective obligations, indebtedness or liabilities
to the Administrative Agent, the L/C Issuer or any Lender; and (c) each of the
Administrative Agent, the L/C Issuer and each Lender has heretofore properly
performed and satisfied in a timely manner all of its obligations to the Loan
Parties.  Each Loan Party wishes to eliminate any possibility that any
past conditions, acts, omissions, events, circumstances or matters would impair
or otherwise adversely affect the Administrative Agent’s, the L/C Issuer’s or
any Lender’s rights, interests, contracts, collateral security or
remedies.  Therefore, each Loan Party unconditionally releases, waives
and forever discharges (i) any and all liabilities, obligations, duties,
promises or indebtedness of any kind of the Administrative Agent, the L/C Issuer
or any Lender to such Loan Party, except the obligations to be performed by any
Administrative Agent, the L/C Issuer or any Lender on or after the date hereof
as expressly stated in this Amendment, the Credit Agreement and the other Loan
Documents, and (ii) all claims, offsets, causes of action, suits or defenses of
any kind whatsoever (if any), whether arising at law or in equity, whether known
or unknown, which such Loan Party might otherwise have against the
Administrative Agent, the L/C Issuer, any Lender or any of its directors,
officers, employees or agents, in either case (i) or (ii), on account of any
past or presently existing condition, act, omission, event, contract, liability,
obligation, indebtedness, claim, cause of action, defense, circumstance or
matter of any kind.

     

    Section 4.                      Amendments
to the Credit Agreement Effective as of the Waiver Extension Effective
Date.  Subject to the
satisfaction of the conditions set forth in Section 7 below, the following
amendments to the Credit Agreement shall be effective as of the Waiver Extension
Effective Date:

    


    (a) Amendments
to Section 1.01 of the Credit Agreement.  Section 1.01 of the
Credit Agreement is hereby amended by adding the following new defined terms in
the appropriate alphabetical order:

    


    “Amendment No. 3”
means Amendment No. 3 and Waiver to Credit Agreement, dated as of March 31, 2010
and effective as of the Waiver Extension Effective Date or the Amendment No. 3
Effective Date, as applicable, among the Borrowers, Holdings, TBH, the
Administrative Borrower, the Lenders and the Administrative Agent.

    


    “Waiver Extension Effective
Date” means March 31, 2010.

    


    (b) Amendments
to Section 1.01 of the Credit Agreement.  Section 1.01 of the
Credit Agreement is hereby further amended by restating the following
definitions in their entirety:

    


    “Waiver Period” means
the period commencing on March 2, 2009 and ending on the earliest to occur of
(a) May 15, 2010 at 12:00 a.m. Eastern Time, (b) the Amendment No. 3 Effective
Date, and (c) the occurrence after the commencement of the Waiver Period of any
Default or Event of Default (other than the Specified Events of Default (as
defined in Amendment No. 3) including, without limitation, any failure to comply
with the provisions of Amendment No.1, Amendment No. 2 or Amendment No. 3 (and,
commencing with the Amendment No. 3 Effective Date, Section 1 and Section 5 of
Amendment No. 3).

    


    (c) Amendment
to Schedules to the Credit Agreement.  Schedule 2.01(a)
(Commitments and Applicable Percentages) to the Credit Agreement is hereby
amended and restated in its entirety by Schedule 2.01(a) attached hereto as
Exhibit
A.

    


    Section 5.                      Amendments
to the Credit Agreement Effective as of the Amendment No. 3 Effective
Date.  Subject to the
satisfaction of the conditions set forth in Section 8 below, the following
amendments to the Credit Agreement shall be effective as of the Amendment No. 3
Effective Date:

    


    (a) Amendments
to Section 1.01 of the Credit Agreement.  Section 1.01 of the
Credit Agreement is hereby amended by adding the following new defined terms in
the appropriate alphabetical order:

    


    “Amendment No. 3 Effective
Date” means the date on which the conditions precedent to Amendment No. 3
have been satisfied, which in any event shall be on or prior to May 14,
2010.

    


    (b) Amendments
to Section 1.01 of the Credit Agreement.  Section 1.01 of the
Credit Agreement is hereby further amended by restating the following
definitions in their entirety:

    


    “Applicable Rate”
means, in respect of the Term Facility and the Revolving Credit Facility, the
applicable percentage per annum set forth below determined by reference to the
applicable time period set forth below:

    


    
      	
              Time
      period

            	
              Eurodollar
      Rate

              (Letter
      of Credit Fee)

            	
              Base
      Rate

            
	
              Amendment
      No. 3 Effective Date through June 30, 2010:

            	
              5.25%

            	
              4.25%

            
	
              July
      1, 2010 - December 31, 2010:

            	
              5.75%

            	
              4.75%

            
	
              January
      1, 2011 - June 30, 2011:

            	
              6.25%

            	
              5.25%

            
	
              July
      1, 2011 - December 31, 2011:

            	
              6.75%

            	
              5.75%

            
	
              January
      1, 2012 - Maturity Date:

            	
              7.25%

            	
              6.25%

            


    

    


    “Applicable Commitment Fee
Percentage” means one percent (1%) per annum.

    


    “Consolidated EBITDA”
means, at any date of determination, an amount equal to Consolidated Net Income
of Holdings and its Subsidiaries on a consolidated basis for the most recently
completed Measurement Period, plus (a) the
following to the extent deducted in calculating such Consolidated Net Income
(and without duplication): (i) Consolidated Interest Charges, (ii) the provision
for Federal, state, local and foreign income taxes payable, (iii) depreciation
and amortization expense, (iv) net losses from the sales of vessels as permitted
under this Agreement, (v) any noncash impairment charges incurred during each
fiscal year of Holdings and its Subsidiaries ending December 31, 2008, December
31, 2009, December 31, 2010 and December 31, 2011 in respect of any of Holdings’
or its Subsidiaries’ goodwill and Vessels (in each case of or by Holdings and
its Subsidiaries for such Measurement Period), (vi) costs incurred during such
Measurement Period in connection with the redomicilation of Holdings in an
aggregate amount not to exceed $3,000,000 for all Measurement Periods, and (vii)
any noncash compensation in the form of Equity Interests or other equity awards
made to employees of Holdings and its Subsidiaries in the fiscal years of
Holdings and its Subsidiaries ending December 31, 2010 and December 31, 2011 in
an aggregate amount not to exceed $10,000,000 in each such fiscal year (in each
case of or by Holdings and its Subsidiaries for such Measurement Period), and
minus (b) the
following to the extent included in calculating such Consolidated Net Income:
all net gains from the sales of vessels as permitted under this Agreement (in
each case of or by Holdings and its Subsidiaries for such Measurement Period);
provided that,
to the extent characterized as interest on the income statements of Holdings and
its Subsidiaries for such Measurement Period pursuant to FASB Interpretation No.
133 - Accounting for Derivative Instruments and Hedging Activities (June 1998),
noncash adjustments in connection with any interest rate Swap Contract entered
into by Holdings or any of its Subsidiaries, shall be excluded.

    


    “Consolidated Funded
Indebtedness” means, as of any date of determination, for Holdings and
its Subsidiaries on a consolidated basis, the sum of (a) the outstanding
principal amount of all obligations, whether current or long-term, for borrowed
money (including Obligations hereunder) and all obligations evidenced by bonds,
debentures, notes, loan agreements or other similar instruments, (b) all
purchase money Indebtedness, (c) all direct obligations arising under letters of
credit (including standby and commercial), bankers’ acceptances, bank
guaranties, surety bonds and similar instruments, (d) all obligations in respect
of the deferred purchase price of property or services (other than trade
accounts payable in the ordinary course of business), (e) all Attributable
Indebtedness, (f) without duplication, all Guarantees with respect to
outstanding Indebtedness of the types specified in clauses (a) through
(e) above of
Persons other than the Borrowers or any Subsidiary, and (g) all Indebtedness of
the types referred to in clauses (a) through
(f) above of
any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which a Borrower or a Subsidiary is
a general partner or joint venturer, unless such Indebtedness is expressly made
non-recourse to such Borrower or such Subsidiary.

    


    “Net Present Rental
Value” means, as of any date, the aggregate net present value of all
Rentals payable by Holdings or any of its Subsidiaries to any Person (other than
Holdings or any of its Subsidiaries) pursuant to any Operating Lease or, without
duplication, any charter of any vessel that, in each case, after giving effect
to any renewals or other extensions provided therein and in the absence of any
early termination, shall or would have a fixed remaining term of more than
twelve months, in each case discounted to such date at a rate of 8.00% per
annum.

    


    (c) Amendments
to Section 2.05(b) of the Credit Agreement.  Section 2.05(b) of
the Credit Agreement is hereby amended by restating such Section 2.05(b) in its
entirety as follows:

    


    (b)      Mandatory.

    


    (i)           If
any Borrower Disposes of a Vessel, the Borrowers shall prepay an aggregate
principal amount of Loans equal to 100% of the Net Cash Proceeds received from
such Disposition immediately upon receipt thereof by such Person (such
prepayments to be applied as set forth in clause (iv) below);
provided that
if the Disposition of any such Vessel would cause the Total Outstandings to
exceed the Maximum Available Amount, the Borrowers, prior to such Disposition,
shall prepay the Loans and the other Credit Extensions to eliminate such
expected deficiency (with such prepayment of the Loans and other Credit
Extensions to be made in accordance with Section 2.05(b)(iii)
below).

    


    (ii)           If
an Event of Loss shall occur in relation to a Vessel, the Borrowers shall prepay
the aggregate principal amount of the Loans and other Credit Extensions on the
date of receipt of insurance proceeds or other compensation attributable thereto
in an amount equal to 100% of such proceeds or other compensation (such
prepayments to be applied as set forth in clause (iv) below);
provided, however, if the
insurance proceeds or other compensation attributable to such Event of Loss
shall not have been received by the Administrative Agent within 180 days
following the date on which such Event of Loss shall be deemed to have occurred,
the Borrowers shall prepay the aggregate principal amount of the Loans on such
180th day by an amount equal to the amount of insurance against total loss
required to be maintained in respect of such Vessel pursuant to the Preferred
Vessel Mortgage thereon.

    


    (iii)           If
for any reason the Total Outstandings shall exceed the Maximum Available Amount
(as determined by reference to the Valuations and Borrowing Base Certificate
delivered for the first fiscal quarter and third fiscal quarter, as applicable,
of each fiscal year), the Borrowers shall immediately prepay the Loans and other
Credit Extensions in an aggregate amount equal to such excess (such prepayments
to be applied, first, to the Term
Facility to the principal installments thereof in the direct order of maturity,
second, to the
Revolving Credit Facility in the manner set forth in clause (v) of this
Section 2.05(b)
and, third, to
Cash Collateralize the remaining L/C Obligations ); provided that, no
such prepayment shall be required to be made during the period from the
Amendment No. 3 Effective Date through December 31, 2010.

    


    (iv)           Each
prepayment of Loans pursuant to clauses (i), (ii) and (viii) of this Section 2.05(b) shall
be applied, first, to the
Revolving Credit Facility in the manner set forth in clause (v) of this
Section 2.05(b)
(other than to Cash Collateralize the remaining L/C Obligations), second, to the Term
Facility to the principal installments thereof in the inverse order of maturity
and, third, to
Cash Collateralize the remaining L/C Obligations.

    


    (v)           Prepayments
of the Revolving Credit Facility made pursuant to this Section 2.05(b) shall
permanently reduce the amount of the Revolving Credit Facility in an amount
equal to the amount of such prepayment, and shall be applied, first, ratably to the
L/C Borrowings and the Swing Line Loans, second, to the
outstanding Revolving Credit Loans, and, third, to Cash
Collateralize the remaining L/C Obligations.  Upon the drawing of any
Letter of Credit that has been Cash Collateralized, the funds held as Cash
Collateral shall be applied (without any further action by or notice to or from
the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the
Revolving Credit Lenders, as applicable.

    


    (vi)           Upon
the sale or issuance by any Loan Party or any of its Subsidiaries of any of its
Equity Interests (other than any sales or issuances of Equity Interests to a
Loan Party), the Net Cash Proceeds received therefrom shall be used in the first
instance to meet the equity payments that Holdings’ Subsidiaries are required to
make under certain shipbuilding contracts dated February 24, 2007, or to deposit
with The Royal Bank of Scotland plc an amount equivalent to the equity payments
due under such shipbuilding contracts to secure such equity payments; provided
that
the amount of Net Cash Proceeds applied toward such equity payments or deposited
with The Royal Bank of Scotland plc shall not exceed an amount equal to (i)
$9,000,000 minus
(ii) the sum of any amounts deposited with the Royal Bank of Scotland plc and
any equity payments made from cash flow of Holdings or any of its Subsidiaries,
in each case after the Amendment No. 3 Effective Date, with the remaining
balance of the Net Cash Proceeds to be used to prepay the Lenders’ Allocated
Percentage of all Net Cash Proceeds received therefrom, in each case immediately
upon receipt thereof by such Loan Party or such Subsidiary (such prepayments to
be applied as set forth in clause (vii)
below).

    


    (vii)           Fifty
percent (50%) of each prepayment of Loans pursuant to the foregoing clause (vi) of this
Section 2.05(b)
shall be applied to the Term Facility to the principal installments thereof in
the direct order of maturity, and fifty percent (50%) of each prepayment of
Loans pursuant to the foregoing clause (vi) of this
Section 2.05(b)
shall be applied to the Revolving Credit Facility with a permanent reduction of
the Revolving Credit Commitments in an amount equal to the amount of such
prepayment (or, in the event that either the Term Facility or the Revolving
Credit Facility has been repaid in full, 100% of such prepayment of Loans
pursuant to the foregoing clause (vi) of this
Section 2.05(b)
shall be applied to the remaining Facility in accordance with the terms of this
clause
(vii)).

    


    (viii)           If
any Loan Party receives Net Cash Proceeds from the Disposition of any asset in
accordance with Section 7.05(g), the
Borrowers shall prepay an aggregate principal amount of the Loans equal to 100%
of such Net Cash Proceeds (after the repayment of any Indebtedness that is
secured by such asset that is required to be repaid in connection with such
transaction, other than Indebtedness under the Loan Documents) immediately upon
receipt thereof by such Person (such prepayments to be applied as set forth in
clause (iv)
above).

    


    (d) Amendments
to Section 6.02 of the Credit Agreement.  Section 6.02 of the
Credit Agreement is hereby amended by (i) deleting the text “20 days” in clause
(c) of such Section and inserting in lieu thereof the text “15 days” and (ii)
inserting the following new clauses (o) and (p) in the proper alphabetical order
of such Section:

    


    (o)           as
soon as available, but in any event within twenty days after the end of each
month, management reports or other information from Holdings regarding the
operating profit, net income, EBITDA and available liquidity of Holdings and its
Subsidiaries; and

    


    (p)           promptly
upon receipt thereof by Holdings or any of its Subsidiaries, or if received by
any lender under any other credit facility, Holdings and its Subsidiaries shall
cause to be delivered to the Administrative Agent, any report, study or review
conducted or compiled by a consultant or other independent party regarding the
business or operations of Holdings and its Subsidiaries.

    


    (e) Amendment
to Section 6.19 of the Credit Agreement.  Section 6.19 of the
Credit Agreement is hereby amended by restating clause (a) of such Section in
its entirety as follows:

    


    (a)           Commencing
with the fiscal quarter ending June 30, 2010, the Borrowers shall cause the
Appraiser to deliver to the Administrative Agent a Valuation of each Vessel not
later than the first Business Day following the end of each fiscal quarter, and
at any time following any Event of Default promptly upon not less than thirty
(30) days’ prior written notice from the Administrative Agent to the Borrowers,
each such Valuation to have been conducted within thirty (30) days of the end of
the applicable fiscal quarter or such notice, as applicable.  The
Borrowers shall supply to the Administrative Agent and the Appraiser making such
Valuation such information concerning the Vessels and their condition as the
Administrative Agent or such Appraiser may require for the purpose of making
Valuations of the Vessels.  The Borrowers shall permit, and shall
cause each charterer of each Vessel to permit, the Administrative Agent, the
Appraiser and their respective agents and employees to board and inspect each
Vessel in connection with each such Valuation in each case at the risk and sole
expense of the Borrowers.

    


    (f) Amendments
to Section 7.02 of the Credit Agreement.  Section 7.02 of the
Credit Agreement is hereby amended by restating clauses (f), (g) and (h) of such
Section in their entirety as follows:

    


    (f)           Indebtedness
incurred and existing prior to the Amendment No. 1 Effective Date to finance any
Permitted Vessel Acquisition, which such Indebtedness may only be secured by
Liens permitted under Section
7.01(j);

    


    (g)           Permitted
New Vessel Construction Indebtedness incurred in connection with a construction
contract in existence on or prior to the Amendment No. 1 Effective Date, which
such Indebtedness may only be secured by Liens permitted under Section
7.01(i);

    


    (h)           Unsecured
Indebtedness incurred in the ordinary course of business and existing prior to
the Amendment No. 1 Effective Date;

    


    (g) Amendments
to Section 7.03 of the Credit Agreement.  Section 7.03 of the
Credit Agreement is hereby amended by restating clauses (h), (i) and (j) of such
Section in their entirety as follows:

    


    (h)           Investments
by Holdings and its Subsidiaries in Joint Ventures or in other Persons hereunder
(i) made during the period from March 26, 2008 through December 31, 2009, or
(ii) made after the Amendment No. 3 Effective Date in an aggregate amount in the
case of this clause (ii) not to exceed $10,000,000; provided that in the
case of this clause (ii), (A) no Default or Event of Default has occurred and is
continuing at the time any such Investment is made or would result therefrom,
(B) after giving effect to such Investment, the Total Outstandings shall not
exceed the Maximum Available Amount and (C) the Borrowers shall have
demonstrated pro forma compliance with the minimum cash liquidity requirement
set forth in Section
7.13(b);

    


    (i)           Investments
in Subsidiaries of Holdings to provide funds for construction of multipurpose
tweendeck or bulk carrier shipping vessels (i) made or held in connection with a
construction contract in existence on or prior to the Amendment No 1 Effective
Date, or (ii) made or held in connection with a construction contract entered
into after the Amendment No. 3 Effective Date; provided that in the
case of this clause (ii), (A) no Default or Event of Default has occurred and is
continuing at the time that construction of any such vessel is commenced or
would result therefrom, (B) such Investment does not require Holdings or its
Subsidiaries to make any payments (except as set forth in subclause (D) below),
grant security or any Lien, or incur any Indebtedness (including guarantees),
until a date that is after the Maturity Date of the Revolving Credit Facility
and the Term Facility, (C) the aggregate amount of all such Investments
(including contract prices, costs, expenses, or any payments set forth in
subclause (D) below, in connection with such Investment) does not exceed
$150,000,000, and (D) to the extent any down payment is required to be made, or
any commitment to make a down payment is required to be made, prior to the
Maturity Date of the Revolving Credit Facility and the Term Facility in
connection with such Investment, such down payment or such commitment to make
such down payment shall be permitted so long as (I) the aggregate amount of all
such payments or commitments does not exceed $15,000,000, (II) such payment is
made with cash-on-hand of Holdings and its Subsidiaries (and not borrowed
hereunder or otherwise), (III) at the time of making such payment or commitment,
the Consolidated Leverage Ratio is less than or equal to 3.00 to 1.00, (IV) at
the time of making such payment or commitment, the Consolidated Fixed Charge
Coverage Ratio is greater than or equal to 1.50 to 1.00, (V) the Total
Outstandings do not exceed the Maximum Available Amount, and (VI) the Borrowers
shall have demonstrated pro forma compliance with the minimum cash liquidity
requirement set forth in Section
7.13(b);

    


    (j)           Investments
in Subsidiaries of Holdings in connection with any Permitted Vessel Acquisition
(i) made or held and existing prior to the Amendment No. 1 Effective Date, or
(ii) made or held after the Amendment No. 3 Effective Date; provided that in the
case of this clause (ii), (A) no Default or Event of Default has occurred and is
continuing at the time of making such Investment or would result therefrom, (B)
at the time of making such Investment, the Consolidated Leverage Ratio is less
than or equal to 3.00 to 1.00, (C) at the time of making such Investment, the
Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.50 to
1.00, (D) the Total Outstanding do not exceed the Maximum Available Amount, (E)
the Borrowers shall have demonstrated pro forma compliance with the minimum cash
liquidity requirement set forth in Section 7.13(b), (F)
such Investments shall be made with cash-on-hand of Holdings and its
Subsidiaries (and not borrowed hereunder or otherwise), and (G) the aggregate
amount of all such Investments pursuant to this Section 7.03(j),
together with the aggregate amount of all down payments or commitments to make
down payments in accordance with Section
7.03(i)(ii)(D), shall not exceed $25,000,000; and

    


    (h) Amendments
to Section 7.05 of the Credit Agreement.  Section 7.05 of the
Credit Agreement is hereby amended by restating clauses (f) and (g) of such
Section in their entirety as follows:

    


    (f)           After
delivery, any Borrower may (i) Dispose of any Vessel it owns, but only if (A)
the Net Cash Proceeds of such Disposition are applied in accordance with the
provisions of Section
2.05(b)(i), (B) the Disposition of such Vessel is effected pursuant to an
arm’s length transaction for fair market value, (C) the Disposition of such
Vessel is made in the ordinary course of business, (D) the aggregate book value
of all such Dispositions in any fiscal year shall not exceed ten percent (10%)
of the book value of the total assets of Holdings and its Subsidiaries
identified on the most recently filed 10-Q of Holdings, and (E) after giving
effect to any such Disposition and any prepayment required in connection
therewith, the Maximum Available Amount shall be greater than or equal to the
Maximum Available Amount immediately prior to giving effect to such Disposition
and any prepayment required in connection therewith, or (ii) lease or charter
the Vessel it owns pursuant to a Philippine Charter acceptable to the
Administrative Agent so long as such lease or such charter is assigned as
collateral security to the Administrative Agent for the benefit of the Secured
Parties pursuant to documentation in form an substance satisfactory to the
Administrative Agent; and

    


    (g)           Disposition
of assets (including, for the avoidance of doubt, vessels); provided that (i)
such Disposition is effected pursuant to an arm’s length transaction for fair
market value, (ii) the Net Cash Proceeds of such Disposition are applied in
accordance with the provisions of Section
2.05(b)(viii), (iii) such Disposition is made in the ordinary course of
business, and (iv) the aggregate book value of all such Dispositions in any
fiscal year shall not exceed ten percent (10%) of the book value of the total
assets of Holdings and its Subsidiaries identified on the most recently filed
quarterly report on form 10-Q of Holdings.

    


    (i) Amendment
to Section 7.06 of the Credit Agreement.  Section 7.06 of the
Credit Agreement is hereby amended by restating clause (d) of such Section in
its entirety as follows:

    


    (d)           So
long as no Default or Event of Default has occurred and is continuing or would
result from such Restricted Payment, Holdings may declare and make dividend
payments or other distributions solely to pay any payroll withholding taxes, or
may withhold stock in order that it be sold and the proceeds used solely to pay
any payroll withholding taxes, in each case as required in connection with stock
bonuses made to employees of Holdings and its Subsidiaries.

    


    (j) Amendments
to Section 7.13 of the Credit Agreement.  Section 7.13 of the
Credit Agreement is hereby amended by restating such Section in its entirety as
follows:

    


    7.13.           Financial
Covenants.

    


    (a)           Minimum Consolidated
Interest Charges Coverage Ratio.  Permit the Consolidated
Interest Charges Coverage Ratio as of the end of any fiscal quarter set forth
below for the four fiscal quarter period then ending of Holdings and its
Subsidiaries to be less than the ratio set forth below opposite such time period
(for the avoidance of doubt, the Consolidated Interest Charges Coverage Ratio
will not be measured for any fiscal quarter ending after September 30,
2010):

    


    
      	
              Four
      Fiscal Quarters Ending:

            	
              Minimum
      Consolidated Interest Charges Coverage Ratio:

            
	
              March
      31, 2010

            	
              2.50
      to 1.00

            
	
              June
      30, 2010

            	
              3.00
      to 1.00

            
	
              September
      30, 2010

            	
              3.75
      to 1.00

            


    

    


    (b)           Minimum Cash
Liquidity.  For each calendar month ending after the Amendment
No. 3 Effective Date, permit Qualified Cash of the Loan Parties (other than the
Limited Guarantors) to be less than $15,000,000 at any time during such calendar
month, of which a minimum average balance of $5,625,000 in any such calendar
month must be deposited with Bank of America, N.A.

    


    (c)           Maximum Consolidated
Leverage Ratio.  Permit the Consolidated Leverage Ratio as of
the end of any fiscal quarter set forth below for the four fiscal quarter period
then ending of Holdings and its Subsidiaries to be greater than the ratio set
forth below opposite such time period:

    


    
      	
              Four
      Fiscal Quarters Ending:

            	
              Maximum
      Consolidated Leverage Ratio:

            
	
              June
      30, 2010

            	
              5.00
      to 1.00

            
	
              September
      30, 2010

            	
              3.75
      to 1.00

            
	
              December
      31, 2010

            	
              3.00
      to 1.00

            
	
              March
      31, 2011

            	
              3.00
      to 1.00

            
	
              June
      30, 2011

            	
              2.75
      to 1.00

            
	
              September
      30, 2011 and thereafter

            	
              2.50
      to 1.00

            


    

    


    (d)           Minimum Consolidated Fixed
Charge Coverage Ratio.  Permit the Consolidated Fixed Charge
Coverage Ratio as of the end of any fiscal quarter set forth below for the four
fiscal quarter period then ending of Holdings and its Subsidiaries to be less
than the ratio set forth below opposite such time period:

    


    
      	
              Four
      Fiscal Quarters Ending:

            	
              Minimum
      Consolidated Fixed Charge Coverage Ratio:

            
	
              December
      31, 2010

            	
              1.10
      to 1.00

            
	
              March
      31, 2011

            	
              1.30
      to 1.00

            
	
              June
      30, 2011

            	
              1.50
      to 1.00

            
	
              September
      30, 2011 and thereafter

            	
              1.75
      to 1.00

            


    

     

    (k) Amendment
to Section 7.19 of the Credit Agreement.  Section 7.19 of the
Credit Agreement is hereby amended by restating such Section in its entirety as
follows:

    


    7.19.           Net Present Rental
Value.  Permit Net Present Rental Value to exceed $45,000,000,
calculated at the end of each fiscal quarter of Holdings (it being understood
that such arrangements shall be treated as off-balance sheet items,
notwithstanding any change of accounting rules or regulations that would
otherwise require such arrangements to be included on the balance sheet of any
Person).

    


    


    Section 6.                      Representations
and Warranties.  Holdings and the
Borrowers hereby represent and warrant to the Administrative Agent as
follows:

    


    (a) Representation
and Warranties in the Credit Agreement.  The
representations and warranties of Holdings and the Borrowers contained in the
Credit Agreement were true and correct in all material respects as of the date
when made and continue to be true and correct in all material respects on the
Waiver Extension Effective Date and the Amendment No. 3 Effective Date except
for (a) representations or warranties which expressly relate to an earlier date
in which case such representations and warranties shall be true and correct, in
all material respects, as of such earlier date, or (b) representations or
warranties which are no longer true as a result of a transaction expressly
permitted by the Credit Agreement.

    


    (b) Ratification,
Etc.  Except as
expressly amended hereby, the Credit Agreement is hereby ratified and confirmed
in all respects and shall continue in full force and effect.  The
Credit Agreement shall, together with this Amendment, be read and construed as a
single agreement.  All references in the Credit Agreement or any
related agreement or instrument shall hereafter refer to the Credit Agreement as
amended hereby.

    


    (c) Authority,
Etc.  The execution and
delivery by each of Holdings and the Borrowers of this Amendment and the
performance by each of Holdings and the Borrowers of all of its agreements and
obligations under the Credit Agreement, as amended hereby, are within Holdings
and each Borrower’s corporate authority and have been duly authorized by all
necessary corporate action on the part of Holdings and such
Borrower.

    


    (d) Enforceability.  This Amendment
and the Credit Agreement, as amended hereby, constitute the legal, valid and
binding obligations of Holdings and the Borrowers and are enforceable against
Holdings and the Borrowers in accordance with their terms, except as
enforceability is limited by bankruptcy, insolvency, reorganization, moratorium
or other laws relating to or affecting generally the enforcement of, creditors’
rights and except to the extent that availability of the remedy of specific
performance or injunctive relief is subject to the discretion of the court
before which any proceeding may be brought.

    


    Section 7.                      Effectiveness
of Amendment as of Waiver Extension Effective Date.  The provisions of
this Amendment (other than Section 1 and Section 5 of this Amendment which shall
become effective in accordance with Section 8 below) shall become effective as
of March 31, 2010 (the “Waiver Extension Effective
Date”) upon the satisfaction of each of the following conditions, in each
case in a manner and in form and substance satisfactory to the Administrative
Agent (unless otherwise agreed to in writing by the Administrative
Agent):

    


    (a) This
Amendment shall have been duly executed and delivered by each of the Borrowers,
Holdings, the Administrative Borrower, the Guarantors, the Administrative Agent
and the Required Lenders and shall be in full force and effect (except for
Section 1 and Section 5 of this Amendment);

    


    (b) The
Administrative Agent shall have received signed Officer’s Certificates,
certified by a duly authorized officer of each Borrower and each Guarantor to be
true and complete, (a) of the records of all corporate (or equivalent) action
taken by such Borrower or such Guarantor to authorize (i) such Borrower’s or
such Guarantor’s execution and delivery of this Amendment, and (ii) such
Borrower’s and such Guarantor’s entry into and carrying out the terms of this
Amendment and the Credit Agreement, as amended hereby, and (b) of the
Organization Documents;

    


    (c) The
Borrowers shall have permanently reduced the Revolving Credit Commitment to an
amount equal to $75,000,000, and after giving effect to such commitment
reduction the Total Revolving Credit Outstanding shall not exceed the Revolving
Credit Facility;

    


    (d) the
Borrowers shall have paid (i) to the Administrative Agent, for its own account,
all fees set forth in the Fee Letter dated March 23, 2010 and (ii) to the
Administrative Agent, for the pro rata account of each Lender executing this
Amendment, an amendment fee (the “Amendment Fee”) in an
amount equal to forty five (45) basis points of such Lender’s aggregate
Revolving Credit Commitment and outstanding Term Loans (after giving effect to
this Amendment), in accordance with the Fee Letter dated March 23, 2010;
and

    


    (e) The
Borrowers shall have paid all reasonable unpaid fees and expenses of the
Administrative Agent’s counsel, Bingham McCutchen LLP, to the extent that copies
of invoices for such fees and expenses have been delivered to the
Borrowers.

    


    


    Section 8.                      Effectiveness
of Section 1 and Section 5 of Amendment as of the Amendment No. 3 Effective
Date.  The provisions of
Section 1 and Section 5 of this Amendment shall become effective on or prior to
May 14, 2010 upon the satisfaction of each of the following conditions, in each
case in a manner and in form and substance satisfactory to the Administrative
Agent (unless otherwise agreed to in writing by the Administrative Agent) (the
“Amendment No. 3
Effective Date”):

    


    (a) The
applicable Subsidiaries of the Loan Parties shall have entered into amendments,
waivers or other modifications reasonably satisfactory to the Administrative
Agent of each loan agreement evidencing the existing Indebtedness of such
Subsidiaries of the Loan Parties described on Schedule 7.02 of the
Credit Agreement (including, without limitation, the various loan agreements
among certain Subsidiaries of Holdings and The Royal Bank of Scotland plc, DVB
Group Merchant Bank (Asia) Ltd., Credit Suisse, AIG Commercial Equipment
Finance, Inc, Commerzbank AG and Berenberg Bank), and the Administrative Agent
shall have received a signed Officer’s Certificate, certified by a duly
authorized officer of Holdings to be true and complete, attaching true, correct
and complete fully executed copies of each such amendment, waiver and
modification to each such loan agreement;

    


    (b) Since
December 31, 2009, there shall have been no event or circumstance, either
individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect;

    


    (c) The
Lenders shall have received satisfactory evidence that the Administrative Agent
(for itself and the other Secured Parties) shall have a valid and perfected
first priority Lien on all of the Collateral and other assets of the Loan
Parties (including, without limitation, each of the Vessels);

    


    (d) The
Borrowers shall have delivered to the Administrative Agent Valuations with
respect to each Vessel, in each case conducted no earlier than thirty days prior
to the Amendment No. 3 Effective Date;

    


    (e) The
Borrowers shall have delivered to the Administrative Agent a Borrowing Base
Certificate dated as of the Amendment No. 3 Effective Date and duly executed by
the chief executive officer, chief financial officer, treasurer or controller of
the Administrative Borrower;

    


    (f) No
Default or Event of Default shall have occurred or be continuing;

    


    (g) The
Borrowers shall have paid all reasonable unpaid fees and expenses of the
Administrative Agent’s counsel, Bingham McCutchen LLP, to the extent that copies
of invoices for such fees and expenses have been delivered to the Borrowers;
and

    


    (h) The
Administrative Agent shall have received such other items, documents, agreements
or actions as the Administrative Agent may reasonably request in order to
effectuate the transactions contemplated hereby.

    


    Section 9.                      No Other
Amendments.  Except as
expressly provided in this Amendment, all of the terms and conditions of the
Credit Agreement remain in full force and effect.

    


    Section 10.                      Execution
in Counterparts.  This Amendment may be executed in any number
of counterparts, but all such counterparts shall together constitute but one
instrument.  In making proof of this Amendment it shall not be
necessary to produce or account for more than one counterpart signed by each
party hereto by and against which enforcement hereof is sought.

    


    Section 11.                      Expenses.  
Pursuant to 11.04 of the Credit Agreement, all costs and expenses incurred or
sustained by the Administrative Agent in connection with this Amendment,
including the fees and disbursements of legal counsel for the Administrative
Agent in producing, reproducing and negotiating the Amendment, will be for the
account of the Borrowers whether or not the transactions contemplated by this
Amendment are consummated.

    


    Section 12.                      Miscellaneous.  THIS AMENDMENT SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK,
EXCLUDING THE LAWS APPLICABLE TO CONFLICTS OR CHOICE OF LAW (OTHER THAN THE NEW
YORK GENERAL OBLIGATIONS LAW §5-1401). The captions in this Amendment are
for convenience of reference only and shall not define or limit the provisions
hereof.  This Amendment shall constitute one of the Loan Documents
referred to in the Credit Agreement and any failure by any Loan Party to comply
with the terms contained herein shall constitute an immediate Event of
Default.

    


    [Remainder
of page intentionally left blank]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN WITNESS WHEREOF, the
undersigned have duly executed this Amendment as of the date first set forth
above.

    


    
      	
              The Borrowers:

               

              ALBEMARLE
      MARITIME CORP.

              ARDEN
      MARITIME CORP.

              AVON
      MARITIME CORP.

              BIRNAM
      MARITIME CORP.

              BRISTOL
      MARITIME CORP.

              CHESTER
      SHIPPING CORP.

              CUMBERLAND
      NAVIGATION CORP.

              DARBY
      NAVIGATION CORP.

              DOVER
      MARITIME CORP.

              ELROD
      MARITIME CORP.

              EXETER
      SHIPPING CORP.

              FRANKFORT
      MARITIME CORP.

              GLENWOOD
      MARITIME CORP.

              HANSEN
      SHIPPING CORP.

              HARTLEY
      NAVIGATION CORP.

              HENLEY
      MARITIME CORP.

              HUDSON
      MARITIME CORP.

              JESSUP
      MARITIME CORP.

              MONTROSE
      MARITIME  CORP.

              OLDCASTLE
      SHIPPING CORP.

              QUENTIN
      NAVIGATION CORP.

              RECTOR
      SHIPPING CORP.

              REMSEN
      NAVIGATION CORP.

              SHEFFIELD
      MARITIME CORP.

              SHERMAN
      MARITIME CORP.

              STERLING
      SHIPPING CORP.

              STRATFORD
      SHIPPING CORP.

              VEDADO
      MARITIME CORP.

              VERNON
      MARITIME CORP.

              WINDSOR
      MARITIME CORP.

               

               

              By:
      /s/ Tara
      DeMakes                                 
      

              Name:  Tara
      DeMakes

              Title:    Attorney-in-Fact

            
	 
      


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    


    
      	
              Holdings:

               

              TBS
      INTERNATIONAL LIMITED

               

              By:
      /s/ Tara
      DeMakes                                 
      

              Name:  Tara
      DeMakes

              Title:    Attorney-in-Fact

               

              TBS
      INTERNATIONAL PLC

               

              By:
      /s/ Tara
      DeMakes                                 
      

              Name:  Tara
      DeMakes

              Title:    Attorney-in-Fact

            
	 
      
	
              TBH:

              TBS
      HOLDINGS LIMITED

              By:
      /s/ Tara
      DeMakes                                 
      

              Name:  Tara
      DeMakes

              Title:    Attorney-in-Fact

            
	 
      
	
              The Administrative Borrower:

              TBS SHIPPING SERVICES
      INC.

              By:
      /s/ Tara
      DeMakes                                 
      

              Name:  Tara
      DeMakes

              Title:    Secretary

            
	 
      


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

     

    


    
      	
              The Administrative Agent:

               

              BANK
      OF AMERICA, N.A.

               

              By:
      /s/ Judith A.
      Huckins                                    
      

              Name:
      Judith A. Huckins 

              Title:
      Vice President 

            
	 
      
	
              The Lenders:

               

              BANK OF AMERICA, N.A.,
      as a Lender, L/C Issuer and Swing Line Lender

               

              By:
      /s/ Judith A.
      Huckins                                    
      

                Name:
      Judith A. Huckins 

                Title:
      Vice President 

              

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      
        	
                The Lenders (cont):

              
	 
      
	 
      
	 
      
	
                DVB GROUP MERCHANT BANK (ASIA)
      LTD.,

              
	 
      
	
                as
      co-Syndication Agent and a Lender

              
	 
      
	 
      
	 
      
	
                By:  /s/ Evan D.
      Cohen                                          
             

              
	
                Name:
      Evan D. Cohen 

              
	
                Title:
      Managing Director

              


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



      
        	
                CITIBANK, N.A., as
      co-Syndication Agent and a Lender

              
	 
      
	
                By:                                                                         

              
	
                Name:

              
	
                Title:

              


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    


      
        	
                TD BANKNORTH, N.A., as
      Documentation Agent and a Lender

              
	 
      
	 
      
	 
      
	
                By:                                                                         

              
	
                Name:

              
	
                Title:

              


      





    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



      
        	
                KEYBANK NATIONAL
      ASSOCIATION, as a Lender

              
	 
      
	 
      
	 
      
	
                By: /s/ Richard B.
      Saulsbery                    
      

              
	
                Name:
      Richard B. Saulsbery

              
	
                Title:
      Vice President

              


      




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    



    
      	
              CAPITAL ONE LEVERAGE FINANCE
      CORP., as a Lender

            
	 
      
	
              By:  /s/ Thomas F.
      Furst                         

            
	
              Name:
      Thomas F. Furst

            
	
              Title:
      Vice President

            
	 
      


    

    

 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    



      
        	
                COMPASS BANK, SUCCESSOR IN
      INTEREST TO GUARANTY BANK, as a Lender

              
	 
      
	
                By: /s/ Andrew
      Widmer                           
      

              
	
                Name:
      Andrew Widmer

              
	Title:
       Vice President


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



     

    


      
        	
                MERRILL LYNCH COMMERCIAL
      FINANCE CORP., as a Lender

              
	 
      
	
                By:  /s/ Judith A.
      Huckins                          

              
	
                Name:
      Judith A. Huckins

              
	
                Title:
      Vice President

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      




    
      


        
          	
                  WEBSTER BANK NATIONAL
      ASSOCIATION, as a Lender

                
	 
      
	 
      
	 
      
	
                  By: /s/ Richard
      Freeman                                                                                        

                
	
                  Name:
      Richard Freeman

                
	
                  Title:
      Vice President 

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        




      


        
          	
                  COMERICA BANK, as a
      Lender

                
	 
      
	 
      
	 
      
	
                  By: /s/ Sarune
      Baer                              

                
	
                  Name:
      Sarune Baer

                
	
                  Title:
      Vice President 

                


        


        
          
             


          

          
             


            
              

            

          

          
             


          

        



       

    

    


      
        	
                TRISTATE CAPITAL BANK,
      as a Lender

              
	 
      
	 
      
	 
      
	
                By:
      /s/ James F.
      Getz                                      
      

              
	
                Name:
      James F. Getz

              
	
                Title:
      Chairman and CEO 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



     

    GUARANTORS’
ACKNOWLEDGMENT

    


    Each of
the undersigned Guarantors hereby (a) acknowledges and consents to the foregoing
Amendment and the Borrowers’ execution thereof; (b) ratifies and confirms all of
their respective obligations and liabilities under the Loan Documents to which
any of them is a party and ratifies and confirms that such obligations and
liabilities extend to and continue in effect with respect to, and continue to
guarantee and secure, as applicable, the Obligations of the Borrowers under the
Credit Agreement as amended; (c) acknowledge and confirm that the liens and
security interests granted pursuant to the Loan Documents are and continue to be
valid and perfected first priority liens and security interests (subject only to
Permitted Encumbrances) that secure all of the Obligations on and after the date
hereof; (d) acknowledges and agrees that, as of the date hereof, such Guarantor
does not have any claim or cause of action against the Administrative Agent or
any Lender (or any of its respective directors, officers, employees or agents);
and (e) acknowledges, affirms and agrees that, as of the date hereof, such
Guarantor does not have any defense, claim, cause of action, counterclaim,
offset or right of recoupment of any kind or nature against any of their
respective obligations, indebtedness or liabilities to any Administrative Agent
or any Lender.

     

    

      
        	
                The Guarantors:

              	 
      
	 
      	 
      	 
      
	
                TBS
      U.S. ENTERPRISES LLC

              
	 
      	
                By:
      TBS SHIPPING SERVICES
      INC., its sole member

              
	 
      	 
      	 
      
	 
      	
                By:
      /s/ Tara
      DeMakes                                 

              
	 
      	
                Name:  Tara
      DeMakes

              
	 
      	
                Title:    Secretary

              
	 
      	 
      	 
      
	
                TBS
      ENERGY LOGISTICS L.P.

              
	 
      	
                By:  TBS U.S. ENTERPRISES
      LLC, its general partner

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      TBS SHIPPING SERVICES
      INC., its sole member

              
	 
      	 
      	 
      
	 
      	 
      	
                By:
      /s/ Tara
      DeMakes                                 

              
	 
      	 
      	
                Name:  Tara
      DeMakes

              
	 
      	 
      	
                Title:    Secretary

              
	 
      	 
      	 
      
	
                TBS
      LOGISTICS INCORPORATED

              
	
                By:
      /s/ Tara
      DeMakes                                 

              
	
                Name:  Tara
      DeMakes

              
	
                Title:    Assistant
      Secretary

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    



      
        	
                The Guarantors:

              
	 
      
	
                ROYMAR
      SHIP MANAGEMENT, INC.

              
	
                TBS
      SHIPPING SERVICES INC.

              
	
                azalea
      shipping & chartering, inc.

              
	
                compass
      chartering corp.

              
	 
      
	
                By:
      /s/ Tara
      DeMakes                                
      

              
	
                Name:  Tara
      DeMakes

              
	
                Title:    Secretary

              
	 
      
	
                TBS
      INTERNATIONAL PLC

              
	
                TBS
      INTERNATIONAL LIMITED

              
	
                TBS
      HOLDINGS LIMITED

              
	
                WESTBROOK
      HOLDINGS LTD.

              
	
                TRANSWORLD
      CARGO CARRIERS, S.A.

              
	
                MERCURY
      MARINE LTD. (F/K/A TBS LOGISTICS LTD.)

              
	
                TBS
      WORLDWIDE SERVICES INC.

              
	
                BEEKMAN
      SHIPPING CORP.

              
	
                FAIRFAX
      SHIPPING CORP.

              
	
                LEAF
      SHIPPING CORP.

              
	
                PACIFIC
      RIM SHIPPING CORP.

              
	
                TBS
      AFRICAN VENTURES LIMITED

              
	
                TBS
      DO SUL LTD.

              
	
                TBS
      EUROLINES, LTD.

              
	
                TBS
      HOLDINGS LIMITED

              
	
                TBS
      LATIN AMERICA LINER, LTD.

              
	
                TBS
      MIDDLE EAST CARRIERS, LTD.

              
	
                TBS
      NORTH AMERICA LINER LTD.

              
	
                TBS
      OCEAN CARRIERS, LTD.

              
	
                TBS
      PACIFIC LINER, LTD.

              
	
                TBS
      WAREHOUSE & DISTRIBUTION GROUP LTD.

              
	
                TBS
      WAREHOUSE & EQUIPMENT HOLDINGDS LTD.

              
	
                TBS
      LOGISTICS INCORPORATED

              
	
                TBSI
      NEW SHIP DEVELOPMENT CORP.

              
	
                TBS
      MINING LIMITED

              
	 
      
	
                By:
      /s/ Tara
      DeMakes                                 

              
	
                Name:  Tara
      DeMakes

              
	
                Title:    Attorney-in-Fact

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    EXHIBIT
A

     

    


     

    SCHEDULE
2.01(a)

     

    COMMITMENTS

     

    AND
APPLICABLE PERCENTAGES

     

    
      	
              Lender

            	
              Term
      Commitment

            	
              Revolving
      Credit Commitment

            	
              Term
      Applicable Percentage

            	
              Revolving
      Credit

              Applicable
      Percentage

            
	
              Bank
      of America, N.A.

            	
              $9,943,925.17

            	
              $11,214,954.00

            	
              14.953271025%

            	
              14.953272000%

            
	
              DVB
      Group Merchant Bank (Asia) Ltd.

            	
              $9,943,925.23

            	
              $11,214,953.40

            	
              14.953271025%

            	
              14.953271200%

            
	
               

              Citibank,
      N.A.

            	
              $8,700,934.59

            	
              $9,813,084.00

            	
              13.084112147%

            	
              13.084112000%

            
	
              TD
      Banknorth N.A.

            	
              $8,700,934.59

            	
              $9,813,084.00

            	
              13.084112147%

            	
              13.084112000%

            
	
              Keybank
      National Association

            	
              $7,457,943.93

            	
              $8,411,215.20

            	
              11.214953270%

            	
              11.214953600%

            
	
              Capital
      One Leverage Finance Corp.

            	
              $4,971,962.63

            	
              $5,607,476.40

            	
              7.476635516%

            	
              7.476635200%

            
	
              Compass
      Bank, successor in interest to Guaranty Bank

            	
              $4,971,962.63

            	
              $5,607,476.40

            	
              7.476635516%

            	
              7.476635200%

            
	
              Merrill
      Lynch Commercial Finance Corp.

            	
              $3,728,971.99

            	
              $4,205,607.60

            	
              5.607476653%

            	
              5.607476800%

            
	
              Webster
      Bank National Association

            	
              $3,107,476.64

            	
              $3,504,672.60

            	
              4.672897193%

            	
              4.672896800%

            
	
              Comerica
      Bank

            	
              $2,485,981.30

            	
              $2,803,738.20

            	
              3.738317754%

            	
              3.738317600%

            
	
              Tristate
      Capital Bank

            	
              $2,485,981.30

            	
              $2,803,738.20

            	
              3.738317754%

            	
              3.738317600%

            
	
              Total:

            	
              $66,500,000.00

            	
              $75,000,000.00

            	
              100.000000000%

            	
              100.000000000%

            


    

    


    *As of
the Waiver Extension Effective Date