ex_10-6.htm


    TBS
INTERNATIONAL PLC & SUBSIDIARIES                 EXHIBIT
10.6

     

    



    


    Dated: as
of April 30, 2010

     

    BEDFORD
MARITIME CORP.

    BRIGHTON
MARITIME CORP.

    HARI
MARITIME CORP.

    PROSPECT
NAVIGATION CORP.

    HANCOCK
NAVIGATION CORP

    COLUMBUS
MARITIME CORP.

    and

    WHITEHALL
MARINE TRANSPORT CORP.

    as
joint and several Borrowers

     

    TBS
INTERNATIONAL LIMITED

    TBS
HOLDINGS LIMITED

    and

    TBS
INTERNATIONAL PUBLIC LIMITED COMPANY

    as
Guarantors

     

    DVB
GROUP MERCHANT BANK (ASIA) LTD.

    as
Lender

     

    DVB
GROUP MERCHANT BANK (ASIA) LTD.

    as
Facility Agent and Security Trustee

     

    -and-

     

    DVB
BANK SE

    THE
GOVERNOR AND COMPANY OF THE BANK OF IRELAND

    and

    NATIXIS

    as
Swap Banks

    


    _______________________________________________________

    


    FOURTH
AMENDATORY AGREEMENT

    ______________________________________________________

    


    Amending
and Supplementing the Loan Agreement dated as of January 16, 2008,

    as
amended by a First Amendatory Agreement dated as of March 23, 2009,

    a
Second Amendatory Agreement dated as of December 31, 2009, and

    a
Third Amendatory Agreement dated as of January 11, 2010

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    



    FOURTH
AMENDATORY AGREEMENT dated as of April 30, 2010 (this “Fourth Amendatory
Agreement”)

    


    AMONG

    


    
      	
              (1)  

            	
              BEDFORD
      MARITIME CORP., BRIGHTON MARITIME CORP., HARI MARITIME CORP., PROSPECT
      NAVIGATION CORP., HANCOCK NAVIGATION CORP., COLUMBUS MARITIME CORP. and
      WHITEHALL MARINE TRANSPORT CORP., each a corporation organized and
      existing under the law of the Republic of The Marshall Islands, as joint
      and several borrowers (each, a “Borrower” and together,
      the “Borrowers”);

            


    

     

    
      	
              (2)  

            	
              TBS
      INTERNATIONAL LIMITED (“TBS”), TBS HOLDINGS
      LIMITED (“TBSHL”),
      each a company organized and existing under the law of Bermuda, and TBS
      INTERNATIONAL PUBLIC LIMITED COMPANY (“TBSPLC”), a company
      organized and existing under the law of Ireland, as guarantors (each, a
      “Guarantor” and
      together, the “Guarantors”);

            


    

     

    
      	
              (3)  

            	
              DVB
      GROUP MERCHANT BANK (ASIA) LTD., acting through its office at 77 Robinson
      Road 30-02, Singapore, as lender (in such capacity, the “Lender”);

            


    

     

    
      	
              (4)  

            	
              DVB
      GROUP MERCHANT BANK (ASIA) LTD., acting through its office at 77 Robinson
      Road 30-02, Singapore, as facility agent (in such capacity, the “Facility Agent”) for the
      Lender and as security trustee (in such capacity, the “Security Trustee”) for
      the Lender and the Swap Banks; and

            


    

     

    
      	
              (5)  

            	
              DVB
      BANK SE (as successor-in-interest to DVB Bank AG), acting through its
      office at Platz der Republik 6, 60325 Frankfurt/Main, Germany, THE
      GOVERNOR AND COMPANY OF THE BANK OF IRELAND, acting through its office at
      Head Office, Building B4, Lower Baggot Street, Dublin 2, Ireland, and
      NATIXIS, acting through its office at BP 4 - F-75060, Paris Cedex 02,
      France, as swap banks (each, a “Swap Bank” and together,
      the “Swap
      Banks”).

            


    

     

    WITNESSETH
THAT:

    


    WHEREAS, the Borrowers, the
Guarantors, the Lender, the Facility Agent, the Security Trustee, the Swap Banks
and others are parties to a Loan Agreement dated as of January 16, 2008, as
amended by a First Amendatory Agreement dated as of March 23, 2009, a Second
Amendatory Agreement dated as of December 31, 2009 and a Third Amendatory
Agreement dated as of January 11, 2010 (as so amended, the “Loan Agreement”).

    


    WHEREAS, upon the terms and
conditions stated herein, the parties hereto have agreed pursuant to Clause
19.1(b) of the Loan Agreement to amend certain provisions of the Loan
Agreement.

    


    NOW, THEREFORE, in
consideration of the premises set forth above, the covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:

    


    
      	
              1  

            	
              DEFINITIONS

            


    

    


    Defined
terms.  Capitalized terms used but not defined herein shall
have the meaning assigned such terms in the Loan Agreement.

    


    
      	
              2  

            	
              AMENDMENTS
      TO THE LOAN AGREEMENT

            


    

     

    
      	
              2.1  

            	
              Amendments.  Pursuant
      to Clause 19.1(b) of the Loan Agreement, subject to fulfillment or waiver
      of the conditions subsequent stated in Clause 4 below, the parties hereto
      agree to amend the Loan Agreement as follows with effect on and from the
      date hereof:

            


    

    


    
      	
              (a)  

            	
              The
      definition of “Margin” in Clause 1.1 is amended and restated to read as
      follows:

            


    

    


    ““Margin” means:

    


    
      	
              (a)  

            	
              5.25
      percent per annum for the period of April 30, 2010 through June 30,
      2010;

            


    

     

    
      	
              (b)  

            	
              5.75
      percent per annum for the period of July 1, 2010 through December 31,
      2010;

            


    

     

    
      	
              (c)  

            	
              6.25
      percent per annum for the period of January 1, 2011 through June 30,
      2011;

            


    

     

    
      	
              (d)  

            	
              6.75
      percent per annum for the period of July 1, 2011 through December 31,
      2011; and

            


    

     

    
      	
              (e)  

            	
              7.25
      percent per annum for the period of January 1, 2012 through the Maturity
      Date;”

            


    

     

    
      	
              (b)  

            	
              Clause
      10.3 is amended and restated to read as
follows:

            


    

    


    “10.3           Collateral
Maintenance Ratio.

    


    
      	
               
      

            	
              (a)

            	
              If,
      at any time, the aggregate Fair Market Value of the Ships shall be less
      than 167% of the unpaid principal amount of the Loan (the “Collateral Maintenance
      Ratio”), the Facility Agent shall have the right to require the
      Borrowers, within 30 Business Days of the date of the written demand of
      the Facility Agent, to either (x) prepay the Loan in such amount as may be
      necessary to cause such aggregate Fair Market Value of the Ships to equal
      or exceed 167% of the unpaid principal amount of the Loan or (y) provide
      such additional Collateral as may be acceptable to the Facility Agent in
      its sole reasonable discretion so that aggregate Fair Market Value of the
      Ships and such additional Collateral equals or exceeds 167% of the unpaid
      principal amount of the Loan, and the Borrowers hereby agree to comply
      with any such written demand made by the Facility
  Agent.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      the requirements of Clause 7.9, any prepayment made pursuant to this
      Clause 10.3 shall be applied to the remaining repayment installments of
      principal and interest in direct order of maturity.  For the
      avoidance of doubt, any prepayment made pursuant to this Clause 10.3 may
      not be re-borrowed and shall be subject to the requirements of Clause 7.8,
      provided that any
      prepayment made pursuant to this Clause 10.3 shall not be subject to a
      prepayment penalty under Clause
7.8(c).”

            


    

     

    
      	
              3  

            	
              RELEASE

            


    

     

    
      	
              3.1  

            	
              Release.

            


    

    


    
      	
              (a)  

            	
              In
      consideration of the Lender, the Facility Agent, the Security Trustee and
      the Swap Banks entering into this Fourth Amendatory Agreement, each of the
      Obligors acknowledges and agrees
that:

            


    

    


    
      	
              (i)  

            	
              such
      Obligor does not have any claim or cause of action against any Credit
      Party (or any of such Credit Party’s respective directors, officers,
      employees or agents);

            


    

     

    
      	
              (ii)  

            	
              such
      Obligor does not have any offset right, counterclaim or defense of any
      kind against any of its respective Secured Liabilities to any Credit
      Party; and

            


    

     

    
      	
              (iii)  

            	
              each
      of the Credit Parties has heretofore properly performed and satisfied in a
      timely manner all of their respective obligations to the
      Obligors.

            


    

     

    
      	
              (b)  

            	
              To
      eliminate any possibility that any past conditions, acts, omissions,
      events, circumstances or matters would impair or otherwise adversely
      affect any Credit Party’s rights, interests, contracts, collateral
      security or remedies, each Obligor unconditionally releases, waives and
      forever discharges:

            


    

    


    
      	
              (i)  

            	
              any
      and all liabilities, obligations, duties, promises or indebtedness of any
      kind of any Credit Party to such Obligor, except the obligations to be
      performed by any Credit Party on or after the date hereof as expressly
      stated in this Fourth Amendatory Agreement, the Loan Agreement and the
      other Finance 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 Obligor might otherwise have against any Credit Party
      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.

     

    
      	
              4  

            	
              CONDITIONS
      SUBSEQUENT

            


    

     

    
      	
              4.1  

            	
              Conditions
      subsequent.  The effectiveness of this Fourth Amendatory
      Agreement shall be subject to the following conditions subsequent being
      completed to the reasonable satisfaction of the Facility Agent on or
      before 5:00 p.m. New York time on May 31, 2010 (the “Conditions Subsequent
      Deadline”):

            


    

     

    (a)           The
Facility Agent shall have received:

     

    
      	
              (i)  

            	
              an
      original of this Fourth Amendatory Agreement, duly executed by the parties
      hereto;

            


    

     

    
      	
              (ii)  

            	
              a
      copy of the Amendment No. 3 and Waiver to the Bank of America Credit
      Facility Agreement, duly executed by the parties thereto, certified as of
      a date reasonably near the date of this Fourth Amendatory Agreement by a
      director or the president or the secretary (or equivalent officer) of TBS
      as being a true and correct copy
thereof;

            


    

     

    
      	
              (iii)  

            	
              an
      original addendum to the Mortgage in respect of each of the Ships, each
      such addendum to be in form and substance satisfactory to the Facility
      Agent and duly executed by the parties thereto, together with documentary
      evidence that the relevant Mortgage addendum has been duly recorded
      according to the laws of the Republic of Liberia and that a cautionary
      notice with respect to such Mortgage addendum has been filed in the
      Philippine Bareboat Registry;

            


    

     

    
      	
              (iv)  

            	
              copies
      of any amendment to the constitutional documents, made subsequent to
      January 11, 2010, of each Obligor, certified as of a date reasonably near
      the date of this Fourth Amendatory Agreement by a director or the
      president or the secretary (or equivalent officer) of such party as being
      a true and correct copy thereof, or,
      if there were none, a statement to that effect by a director or the
      president or the secretary (or equivalent officer) of such party,
      certified as of a date reasonably near the date of this Fourth Amendatory
      Agreement;

            


    

     

    
      	
              (v)  

            	
              copies
      of certificates dated as of a date reasonably near the date of this Fourth
      Amendatory Agreement, certifying that each Obligor is duly incorporated
      (or formed) and in goodstanding under the laws of such party’s
      jurisdiction of incorporation (or formation) and, in respect of each
      Borrower, that such Borrower is duly qualified and in goodstanding as a
      foreign maritime entity under the law of the Republic of
      Liberia;

            


    

     

    
      	
              (vi)  

            	
              copies
      of resolutions of the directors (or equivalent governing body) (and where
      required, the shareholders or equivalent equity holders) of each Obligor
      authorizing the execution of each of this Fourth Amendatory Agreement and
      authorizing named officers or attorneys-in-fact to execute such documents,
      certified as of a date reasonably near the date of this Fourth Amendatory
      Agreement by a director or the president or the secretary (or equivalent
      officer) of such party as being a true and correct copy
      thereof;

            


    

     

    
      	
              (vii)  

            	
              the
      original of any power of attorney under which this Fourth Amendatory
      Agreement and any document to be executed pursuant to this Fourth
      Amendatory Agreement is to be executed on behalf of an
      Obligor;

            


    

     

    
      	
              (viii)  

            	
              copies
      of all consents which any of the Obligors requires to enter into, or make
      any payment or perform any of its obligations under or in connection with
      the transactions contemplated by this Fourth Amendatory Agreement, each
      certified as of a date reasonably near the date of this Fourth Amendatory
      Agreement by a director or the president or the secretary (or equivalent
      officer) of such party as being a true and correct copy thereof, or
      certification by such director, president or secretary (or equivalent
      officer) that no such consents are
required;

            


    

     

    
      	
              (ix)  

            	
              a
      certificate of each Obligor, signed on behalf of such party by a director
      or the president or the secretary (or equivalent officer) of the
      Guarantor, dated as of a date reasonably near the date of this Fourth
      Amendatory Agreement, certifying as
to:

            


    

     

    
      	
              1.  

            	
              the
      absence of any proceeding for the dissolution or liquidation of such
      party;

            


    

     

    
      	
              2.  

            	
              the
      veracity in all material respects of the representations and warranties
      contained in the Loan Agreement, as amended hereby, as though made on and
      as of the date of this Fourth Amendatory Agreement, 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 Loan
Agreement;

            


    

     

    
      	
              3.  

            	
              the
      absence of any material misstatement of fact in any information provided
      by any of the Obligors to the Facility Agent or the Lender or the Swap
      Banks since January 16, 2008 and that such information did not omit to
      state any material fact necessary to make the statements therein, in the
      light of the circumstances under which they were made, not misleading;
      and

            


    

     

    
      	
              4.  

            	
              the
      absence of any event occurring and continuing, or resulting from this
      Fourth Amendatory Agreement, that constitutes a Potential Event of Default
      or an Event of Default;

            


    

     

    
      	
              (x)  

            	
              a
      favorable opinion of Cardillo & Corbett, New York, Liberian and
      Marshall Islands counsel to the Borrowers, in form, scope and substance
      satisfactory to the Credit Parties;

            


    

     

    
      	
              (xi)  

            	
              a
      favorable opinion of Conyers Dill & Pearman, Bermuda counsel to TBS
      and TBSHL, in form, scope and substance satisfactory to the Credit
      Parties; and

            


    

     

    
      	
              (xii)  

            	
              a
      favorable opinion of Arthur Cox, Irish counsel to TBSPLC, in form, scope
      and substance satisfactory to the Credit
  Parties;

            


    

     

    
      	
              (b)  

            	
              No
      Event of Default or Potential Event of Default shall have occurred and be
      continuing and there shall have been no material adverse change in the
      financial condition, operations or business prospects of the Obligors
      since the date of the Loan Agreement;
and

            


    

     

    
      	
              (c)  

            	
              The
      Obligors shall have paid to the Facility Agent an amendment fee of
      $139,374.00.

            


    

     

    
      	
              4.2  

            	
              Waiver of conditions
      subsequent.  The Facility Agent, with the consent of the
      Lender and the Swap Banks, may waive one or more of the conditions
      referred to in Clause 4.1 provided that the
      Obligors deliver to the Facility Agent a written undertaking to satisfy
      such conditions within ten (10) Business Days after the Facility Agent
      grants such waiver (or such longer period as the Facility Agent may
      specify).

            


    

     

    
      	
              4.3  

            	
              Failure to complete conditions
      subsequent.  If the Obligors fail to complete all or any
      of the conditions subsequent required by Clause 4.1(a) by the Conditions
      Subsequent Deadline, and the Facility Agent has not granted a waiver
      pursuant to Clause 4.2 hereof, the Obligors acknowledge and agree that
      such failure shall be deemed an Event of Default under the Loan Agreement
      and that the Credit Parties shall be entitled to all rights and to
      exercise all remedies afforded to them under the terms of the Loan
      Agreement (all of which are expressly
reserved).

            


    

     

    
      	
              5  

            	
              EFFECT
      OF AMENDMENTS AND WAIVERS

            


    

     

    
      	
              5.1  

            	
              References.  Each
      reference in the Loan Agreement to “this Agreement”, “hereunder”,
      “hereof”, “herein” or words of like import, and each reference to the
      “Loan Agreement” in any of the other Finance Documents, shall mean and
      refer to the Loan Agreement as amended
hereby.

            


    

    


    
      	
              5.2  

            	
              Effect of amendments and
      waivers.  Subject to the terms of this Fourth Amendatory
      Agreement, with effect on and from the date hereof (subject to fulfillment
      or waiver of the conditions subsequent stated in Clause 4 above) the Loan
      Agreement shall be, and shall be deemed by this Fourth Amendatory
      Agreement to have been, amended upon the terms and conditions stated
      herein and, as so amended, the Loan Agreement shall continue to be binding
      on each of the parties to it in accordance with its terms as so
      amended.  In addition, each of the Finance Documents shall be,
      and shall be deemed by this Fourth Amendatory Agreement to have been,
      amended as follows:

            


    

    


    
      	
              (a)

            	
              the
      definition of, and references throughout each of such Finance Documents
      to, the “Loan Agreement” and any of the other Finance Documents shall be
      construed as if the same referred to the Loan Agreement and those Finance
      Documents as amended or supplemented by this Fourth Amendatory Agreement;
      and

            


    

     

    
      	
              (b)

            	
              by
      construing references throughout each of the Finance Documents to “this
      Agreement”, “hereunder” and other like expressions as if the same referred
      to such Finance Documents as amended and supplemented by this Fourth
      Amendatory Agreement.

            


    

    


    
      	
              5.3  

            	
              No other amendments or waivers;
      ratification.  Except as amended, waived or temporarily
      waived hereby, all other terms and conditions of the Loan Agreement and
      the other Finance Documents remain unchanged and in full force and effect
      and are hereby ratified and confirmed in all respects.  Without
      limiting the foregoing, each of the Guarantors acknowledges and agrees
      that the Guaranty remains in full force and effect.  The
      Obligors acknowledge and agree that the Loan Agreement shall, together
      with this Fourth Amendatory Agreement, be read and construed as a single
      agreement.

            


    

    


    
      	
              6  

            	
              REPRESENTATIONS
      AND WARRANTIES

            


    

     

    
      	
              6.1  

            	
              Authority.  The
      execution and delivery by each of the Obligors of this Fourth Amendatory
      and the performance by each Obligor of all of its agreements and
      obligations under the Loan Agreement, as amended hereby, are within such
      Obligor’s corporate authority and have been duly authorized by all
      necessary corporate action on the part of such
  Obligor.

            


    

     

    
      	
              6.2  

            	
              Enforceability.  This
      Fourth Amendatory Agreement and the Loan Agreement, as amended hereby,
      constitute the legal, valid and binding obligations of each of the
      Obligors party hereto and are enforceable against such Obligors 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.

            


    

     

    
      	
              7  

            	
              MISCELLANEOUS

            


    

     

    
      	
              7.1  

            	
              Governing
      law.  THIS FOURTH AMENDATORY
      AGREEMENT 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).

            


    

     

    
      	
              7.2  

            	
              Counterparts.  This
      Fourth Amendatory Agreement may be executed in any number of counterparts,
      all of which taken together shall constitute one and the same
      instrument.

            


    

     

    
      	
              7.3  

            	
              Severability.  Any
      provision of this Fourth Amendatory Agreement that is prohibited or
      unenforceable in any jurisdiction shall, as to such jurisdiction, be
      ineffective to the extent of such prohibition or unenforceability without
      invalidating or affecting the validity or enforceability of such provision
      in any other jurisdiction.

            


    

     

    
      	
              7.4  

            	
              Payment of
      expenses.  The Obligors agree to pay or reimburse each of
      the Credit Parties for all reasonable expenses in connection with the
      preparation, execution and carrying out of this Fourth Amendatory
      Agreement and any other document in connection herewith or therewith,
      including but not limited to, reasonable fees and expenses of any counsel
      whom the Credit Parties may deem necessary or appropriate to retain, any
      duties, registration fees and other charges and all other reasonable
      out-of-pocket expenses incurred by any of the Credit Parties in connection
      with the foregoing.

            


    

     

    
      	
              7.5  

            	
              Headings and
      captions.  The headings captions in this Fourth
      Amendatory Agreement are for convenience of reference only and shall not
      define or limit the provisions
hereof.

            


    

     

    


    [SIGNATURE
PAGES FOLLOW]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    WHEREFORE,
the parties hereto have caused this Fourth Amendatory Agreement to be executed
as of the date first above written.

    


    
      	
              BEDFORD
      MARITIME CORP., as Borrower

               

               

               

              By:/s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

            	
              DVB
      GROUP MERCHANT BANK (ASIA) LTD., as Lender

               

               

              By:
      /s/ Martijn van
      Tuyl                                  
      

              Martijn van Tuyl

              Attorney-in-Fact

               

            
	
              BRIGHTON
      MARITIME CORP., as Borrower

               

               

               

              By:/s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

            	
              DVB
      GROUP MERCHANT BANK (ASIA) LTD., as Facility Agent and Security
      Trustee

               

               

              By:
      /s/ Martijn van
      Tuyl                                  
      

              Martijn van Tuyl

              Attorney-in-Fact

               

            
	
              HARI
      MARITIME CORP., as Borrower

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

              PROSPECT
      NAVIGATION CORP., as Borrower

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

            	
              THE
      GOVERNOR AND COMPANY OF THE BANK OF IRELAND, as Swap Bank

               

               

              By:
      /s/ Paul
      Packard                                          
      

              Paul Packard

              Head of Maritime
      Industries

               

               

              By:
      /s/ Lars
      Torum                                            
      

              Lars Torum

              Senior Manager

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              HANCOCK
      NAVIGATION CORP., as Borrower

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

              COLUMBUS
      MARITIME CORP., as Borrower

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

            	
              NATIXIS,
      as Swap Bank

               

               

              By: 
      /s/ Michel
      Degermann                             
      

              Michel Degermann

              Authorized Signatory

               

               

              By:
      /s/ Franck
      Chambras                                 
      

              Franck Chambras

              Authorized Signatory

               

            
	
              WHITEHALL
      MARINE TRANSPORT CORP.,

              as
      Borrower

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

            	
              DVB
      BANK SE, as Swap Bank

               

               

               

              By:
      /s/ Jane Freeberg
      Sarma                          
      

              Jane Freeberg Sarma

              Attorney-in-Fact

               

            
	
              TBS
      INTERNATIONAL LIMITED,

              as
      Guarantor

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              President

               

            	 
      
	
              TBS
      HOLDINGS LIMITED,

              as
      Guarantor

               

               

              By:
      /s/ William J.
      Carr                                             
      

              William J. Carr

              Vice-President

               

            	 
      
	
              TBS
      INTERNATIONAL PUBLIC LIMITED COMPANY,

              as
      Guarantor

               

               

              By:
      /s/ Ferdinand V.
      Lepere                                  
      

              Ferdinand V. Lepere

              Executive
      Vice-President