Date: asof March 23, 2009 BEDFORDMARITIME CORP. BRIGHTONMARITIME CORP. HARIMARITIME CORP. PROSPECTNAVIGATION CORP. HANCOCKNAVIGATION CORP COLUMBUSMARITIME CORP. and WHITEHALLMARINE TRANSPORT CORP., as jointand several Borrowers TBSINTERNATIONAL LIMITED, asGuarantor DVBGROUP MERCHANT BANK (ASIA) LTD., asLender DVBGROUP MERCHANT BANK (ASIA) LTD., asFacility Agent and Security Trustee -and- DVBBANK SE THEGOVERNOR AND COMPANY OF THE BANK OF IRELAND and NATIXIS, as SwapBanks _______________________________________________________ FIRSTAMENDATORY AGREEMENT ______________________________________________________ Amendingand Supplementing the Loan Agreement dated as of January 16, 2008

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”);

TBS INTERNATIONAL LIMITED, a company organized and existing under the law of Bermuda, as guarantor (the “Guarantor”);

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

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

DVB BANK SE (formerly DVB Bank AG), acting through its office at Friedrich-Ebert-Anlage 2-14, 600325 Frankfurt am Main, Federal Republic of Germany, THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND, acting through its office at Head Office, Building A3, 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”).

waive the requirements of Clauses 10.1(x) and 10.3(a) of the Loan Agreement with effect on and from the Effective Date (as defined below) until 12:00 am on January 1, 2010.

Breach of Clause 10.3(a).  The Obligors acknowledge and agree that, since February 20, 2009 and as of the date of this Agreement, the Borrowers have been and are in breach of the Collateral Maintenance Ratio required by Clause 10.3(a) of the Loan Agreement.

Waiver of breach.  Pursuant to Clause 19.1(b) of the Loan Agreement, subject to the terms and conditions of Clauses 2.3 and 2.4 hereof the Credit Parties waive, as of the Effective Date but with effect from February 20, 2009, the Obligors’ breach of the Collateral Maintenance Ratio required by Clause 10.3(a) of the Loan Agreement.

Extraordinary Prepayment.  In consideration of the waiver granted in Clause 2.2 above, the Borrowers hereby agree to make the Extraordinary Prepayment on or before March 31, 2009.  In connection with such Extraordinary Prepayment, it shall not be necessary for the Borrowers to comply with Clauses 7.4(a), 7.4(b), 7.8(c) and 7.9 of the Loan Agreement.

Failure to make Extraordinary Prepayment.  If the Borrowers fail to make the Extraordinary Prepayment as required by Clause 2.3 above, the Obligors acknowledge and agree that the waiver made in Clause 2.2 hereof and the amendments made in Clause 3 hereof shall be null, void and of no effect whatsoever 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) as if (a) such waiver had not been made and (b) the Loan Agreement had not been amended by this Agreement.

Amendments.  Pursuant to Clause 19.1(b) of the Loan Agreement, the parties hereto agree to amend the Loan Agreement as follows with effect on and from the Effective Date:

none of the Borrowers shall incur any Financial Indebtedness other than (A) the Loan, (B) in the usual course of business, (C) as permitted by the Finance Documents and (D) Financial Indebtedness that is fully subordinated to the Loan;

from March 23, 2009 until 12:00 am on January 1, 2010, the Guarantor shall not, on a consolidated basis, incur any Financial Indebtedness other than (1) the Loan, (2) in the usual course of business, (3) pursuant to the Bank of America Credit Facility, (4) pursuant to the RBS Credit Facility and (5) Financial Indebtedness that is fully subordinated to the Guarantor’s obligations under Clause 21 of the Loan Agreement;”

(A) from March 23, 2009 until 12:00 am on January 1, 2010 or (B) at any time thereafter if an Event of Default shall have occurred and so long as such Event of Default shall be continuing, the Guarantor shall not declare or pay any dividends or return any capital to any equity holder or authorize or make any other distribution, payment or delivery of property or cash to any equity holder as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for value, any share of any class of its capital stock or other form of equity interest (or require any rights, options or warrants relating thereto but not including convertible debt) now or hereafter outstanding or set aside any funds for any of the foregoing purposes; and as of the date immediately preceding the date on which the Guarantor is able to declare, pay, return, authorize, make, redeem, retire, purchase, acquire or otherwise do any of the foregoing, the Guarantor shall establish to the satisfaction of the Facility Agent that no Event of Default has occurred and is continuing or would occur from declaring, paying, returning, authorizing, making, redeeming, retiring, purchasing, acquiring or otherwise doing any of the foregoing;

a Consolidated Interest Charges Coverage Ratio of not less than 1.10 to 1.00 at June 30, 2009, 1.35 to 1.00 at September 30, 2009 and 1.75 to 1.00 at December 31, 2009.

in respect of any Capitalized Lease of any person, the capitalized amount thereof that would appear on a balance sheet of such person prepared as of such date in accordance with GAAP;

in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease; and

readily marketable obligations issued or directly and fully guaranteed or insured by the United States of America or any agency or instrumentality thereof having maturities of not more than 360 days from the date of acquisition thereof; provided that the full faith and credit of the United States of America is pledged in support thereof;

time deposits with, or insured certificates of deposit or bankers’ acceptances of, any commercial bank that (1) (A) is a Lender or (B) is organized under the laws of the United States of America, any state thereof or the District of Columbia or is the principal banking subsidiary of a bank holding company organized under the laws of the United States of America, any state thereof or the District of Columbia, and is a member of the Federal Reserve System, (2) issues (or the parent of which issues) commercial paper rated as described in clause (iii) of this definition and (3) has combined capital and surplus of at least $1,000,000,000, in each case with maturities of not more than 90 days from the date of acquisition thereof;

commercial paper issued by any person organized under the laws of any state of the United States of America and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or at least “A-1” (or the then equivalent grade) by S&P, in each case with maturities of not more than 180 days from the date of acquisition thereof; and

Investments, classified in accordance with GAAP as current assets of the Guarantor or any of its Subsidiaries, in money market investment programs registered under the Investment Company Act of 1940, which are administered by financial institutions that have the highest rating obtainable from either Moody’s or S&P, and the portfolios of which are limited solely to Investments of the character, quality and maturity described in clauses (i), (ii) and (iii) of this definition.

net losses from the sales of Ships as permitted under this Agreement or vessels as permitted under the Bank of America Credit Facility; and

any noncash impairment charges incurred during each fiscal year of the Guarantor and its Subsidiaries ending December 31, 2008 and December 31, 2009 in respect of any of the Guarantor’s or its Subsidiaries’ goodwill and vessels (in each case of or by the Guarantor and its Subsidiaries for such Measurement Period),

all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest but excluding capitalized interest on Permitted New Vessel Construction Indebtedness) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP;

the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP,

the net income of any Subsidiary during such Measurement Period to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Subsidiary during such Measurement Period, except that the Guarantor’s equity in any net loss of any such Subsidiary for such Measurement Period shall be included in determining Consolidated Net Income; and

any obligation, contingent or otherwise, of such person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such person, direct or indirect,

to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation;

to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation;

to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation;

entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part); or

any Security Interest on any assets of such person securing any Indebtedness or other obligation of any other person, whether or not such Indebtedness or other obligation is assumed by such person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Security Interest).

all obligations of such person for borrowed money and all obligations of such person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

the maximum amount of all direct or contingent obligations of such person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

all obligations of such person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business and not past due for more than 60 days after the date on which such trade account was created);

indebtedness (excluding prepaid interest thereon) secured by a Security Interest on property owned or being purchased by such person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such person or is limited in recourse;

all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such person and all Synthetic Debt of such person;

all obligations of such person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such person or any other person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and

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.

Effect of amendments.  Subject to the terms of this Agreement, with effect on and from the Effective Date, the Loan Agreement shall be, and shall be deemed by this 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 Agreement to have been, amended as follows:

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 Agreement; and

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 Agreement.

Finance Documents to remain in full force and effect.  Except as amended hereby, all terms and conditions of each of the Finance Documents shall remain in full force and effect and are hereby ratified and confirmed in all respects.  Without limiting the foregoing, the Guarantor acknowledges and agrees that the Guaranty remains in full force and effect.

No other amendments.  Except as amended hereby, all other terms and conditions of the Loan Agreement remain unchanged and the Loan Agreement is hereby ratified and confirmed.

a copy of any amendment to the Bank of America Credit Facility duly executed by the parties thereto, certified as of a date reasonably near the date of this Agreement by the president or the secretary (or equivalent officer) of the Guarantor as being a true and correct copy thereof;

copies of the constitutional documents, and each amendment thereto, of each Obligor, certified as of a date reasonably near the date of this Agreement by the president or the secretary (or equivalent officer) of such party as being a true and correct copy thereof;

copies of certificates dated as of a date reasonably near the date of this 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;

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 Agreement and any documents to be executed pursuant to this Agreement to which such Obligor is or is to be a party and authorizing named officers or attorneys-in-fact to execute such documents, certified as of a date reasonably near the date of this Agreement by the president or the secretary (or equivalent officer) of such party as being a true and correct copy thereof;

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

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 Agreement, each certified as of a date reasonably near the date of the relevant Drawdown Notice by the president or the secretary (or equivalent officer) of such party as being a true and correct copy thereof, or certification by such president or secretary (or equivalent officer) that no such consents are required;

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

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

the absence of any material misstatement of fact in any information provided by the Borrowers to the Facility Agent or the Lender or the Swap Banks since the date of the Loan Agreement 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

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

a duly executed original of an addendum to the Mortgage in respect of each of the Liberian registered APACHE MAIDEN, Official Number 12146, CHEROKEE PRINCESS, Official Number 12145, INCA MAIDEN, Official Number 12149, KICKAPOO BELLE, Official Number 12147, KIOWA PRINCESS, Official Number 12150, NAVAJO PRINCESS, Official Number 12148, and SENECA MAIDEN, Official Number 12151, each such addendum to be in form and substance satisfactory to the Facility Agent;

documentary evidence that the relevant Mortgage addendum has been duly recorded according to the laws of the Republic of Liberia and, if required by Philippine law, that a cautionary notice with respect to such Mortgage addendum has been filed in the Philippine Bareboat Registry;

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;

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

if a cautionary notice with respect to each Mortgage addendum must be filed in the Philippine Bareboat Registry, a favorable opinion of Sycip, Salazar, Hernandez & Gatmaitman, Philippine counsel to the Credit Parties, in form, scope and substance satisfactory to the Credit Parties;

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

On or before the Effective Date, the Obligors shall have paid to the Facility Agent an amendment fee of $179,320.00.

Waiver.  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).

Governing Law.  This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York.

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

Severability.  Any provision of this 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.

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 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.