[Letterheadof Berenberg bank]

EX-10.5 6 ex-10_5.htm EX 10.5 BERENBERG WAIVER ex-10_5.htm

TBS INTERNATIONAL LIMITED & SUBSIDIARIES EXHIBIT 10.5

[Letterhead of Berenberg bank]

TBS Shipping Services Inc.

Mr. Ferdinand V. Lepere

612 East Grassy Sprain Road

Yonkers

New York 10710

USA

Fax No.: +(914) 779-5230

Grainger Maritime Corp.

c/o TBS International Limited

Mr. William J. Carr

Suite 306, Commerce Building

One Chancery Lane

Hamilton HM12

Bermuda

Fax No.: +(414) 295-4957

March 10, 2009

Loan Agreement dated 19 June 2008 (the “Loan Agreement”)

Here: Waiver Request for the Asset Protection Clause

Dear Sirs,

We hereby give our consent to suspend the asset protection clause according to para-graph 10.2(b) of the Loan Agreement through 31 December 2009 under the following conditions:

You will prepay an amount of USD 1,625,000.00 on 19 March 2009 representing the instalment of USD 812,500.00, due on 21 September 2009, and the instalment of USD 812,500.00, due on 21 December 2009. the next regular repayment instalment will become due on 22 March 2010 as per the attached repayment schedule.

All other banks granting loans to TBS International Group e.g. Bank of America, The Royal Bank of Scotland, DVB Bank, Credit Suisse and AIG Commercial Equipment Finance Borrowing have waived their financial covenants – including the asset protection clause – required in their respective loan documentation through 31 December 2009. Please confirm this in writing to us.

For this request we will debit your current account No. 0523281004 with an arrangement fee of USD 9,750.00.

Yours faithfully,

Jeh. Berenberg, Gossler & Co. KG

/s/ Drae Aschenbrenner

Drae Aschenbrenner

Accepted

SIGNED BY

/s/ Ferdinand V. Lepere

for and on behalf of

Grainger Maritime Corp.