[Letterheadof Commerzbank Global Shipping] To: TBS International Limited Mr. Lawrence A Blatte Mr. Ferdinand V. Lepere 612 East Grassy Sprain Road Yonkers New York 10110 United States of America From: Commerzbank AG Global Shipping Martin Hugger Ness 7 9 20457 Hamburg e-mail: ***@*** March 2, 2009

 

To: TBS International Limited Mr. Lawrence A Blatte Mr. Ferdinand V. Lepere 612 East Grassy Sprain Road Yonkers New York 10110 United States of America

From: Commerzbank AG Global Shipping Martin Hugger Ness 7 – 9 20457 Hamburg e-mail: ***@***     March 2, 2009

 

Dear Fred and Larry,

 

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

 

By email dated February 17, 2009 you have asked for our approval of a prepayment of the following two scheduled instalments dated September 2009 and 2nd December 2009 of a total amount of USD 2.0 Mio.

 

We are pleased to inform you about our consent to your request. We hereby approve the following adjustment in relation to the Facility Agreement, subject to the following conditions which shall replace those outlined in clause 14.1 and 10.17 respectiviy of the Facility Agreement through December 31, 2009, which means that Me existing financial and LtV covenants will be waived through December 31, 2009 ("Waiver Period"):

 

>	Maintenance at all times of Minimum Liquidity (unrestricted cash and cash equivalents), tested monthly, of at least USD 40.0 Mio.

 

>

Maintenance on a quarterly basis (starling with a two quarter test for the quarter ending 6/30/09, building to a trailing four quarter test) of minimum EBITDA to Consolidated interest Charges for such trailing period (EBITDA definition will be amended in a manner to be agreed to address certain impairment charges) as set forth below:

 

Margin increase to 3.00% p.a. for the duration of the Waiver Period

 

> Waiver fee of 0.5% flat on the outstanding loan amount of USD 6.5 Mio.

 

 

Looking forward to hearing from you we remain with best regards

 

COMMERZBANK Aktiengesellschaft

        /s/  Martin Hugger                                                      /s/  Claas Ringleben

        Martin Hugger                    Claas Ringleben

 

 

TBS International Limited

Ferdinand V. Lepere

Executive Vice President and

Chief Financial Officer