Date15April 2011 GRAINGER MARITIME CORP. as Borrower - and - TBS INTERNATIONAL LIMITED as Guarantor 1 - and - TBS WORLDWIDE SERVICES INC. as Guarantor 2 - and - TBS HOLDINGS LIMITED as Guarantor 3 - and - TBS INTERNATIONAL PUBLIC LIMITED COMPANY as Guarantor 4 - and - JOH. BERENBERG, GOSSLER & CO. KG as Lender

GRAINGER MARITIME CORP., a corporation organised and existing under the laws of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Borrower”);

TBS INTERNATIONAL LIMITED, a company incorporated in Bermuda whose registered office is at Suite 306, Commerce Building, One Chancery Lane, Hamilton HM12, Bermuda (the “Guarantor 1”);

TBS WORLDWIDE SERVICES INC., a company incorporated in the Marshall Islands, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands (the “Guarantor 2”);

TBS HOLDINGS LIMITED, a company incorporated in Bermuda, whose registered office is at Suite 306, Commerce Building, One Chancery Lane, Hamilton HM 12, Bermuda (the “Guarantor 3”);

TBS INTERNATIONAL PUBLIC LIMITED COMPANY, a company incorporated in Ireland whose registered office is at Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland (the “Guarantor 4” and, together with the Guarantors 1 – 3, the “Guarantors”); and

By a loan agreement dated 19 June 2008 as supplemented by a supplemental agreement no. 1 dated 28 January 2010 and by a supplemental agreement no. 2 dated 27 January 2011 (and as amended and/or supplemented from time to time) and made between (i) the Borrower and (ii) the Lender, the Lender has made available to the Borrower a facility of (originally) US$13,000,000 with US$5,687,500 outstanding.

Repetition of Loan Agreement representations and warranties.  The Borrower represents and warrants to the Lender that the representations and warranties in clause 10 of the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement and the Effective Date with reference to the circumstances now and then existing.

Repetition of Finance Document representations and warranties.  The Borrower and each of the Security Parties represents and warrants to the Lender that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement and the Effective Date with reference to the circumstances now and then existing.

With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as per the amendments set out in Schedule 1.  In addition the Loan Agreement shall be amended so that this Agreement becomes an integral part of the Loan Agreement, so that (i) all references therein to this “Agreement” shall include this Agreement, and (ii) the definitions set out in Clause 1.2 of this Agreement are included in Clause 1.1 of the Loan Agreement.

Amendments to the other Finance Documents.  With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

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

Expenses.  The provisions of clause 14 (expenses) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

General.  The provisions of clause 19 (notices) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.

Incorporation of the Loan Agreement provisions.  The provisions of clause 21 (law and jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with reference to the Borrower to include the Guarantors and with any other necessary modifications.

Additional capital contributions, separate from the Capital Infusions already received by or pledged to the Guarantor 4 (such contributions, the “Incremental Capital Contributions”), may be received by the Guarantor 4 after the Effective Date and prior to January 1, 2012 in respect of the issuance of preferred equity, common equity or Permitted Subordinated Debt (as defined below).  “Permitted Subordinated Debt” means subordinated debt (including subordinated debt convertible into equity) that has a maturity no earlier than 6 months after the maturity of the TBS Credit Facilities (other than that certain TBS Credit Facility with Credit Suisse AG, as sole lender), has no required principal payments prior to maturity, provides for any cash interest at a rate acceptable to the Lender, contains no maintenance financial covenants and contains other covenants and events of default that are less restrictive than the TBS Credit Facilities, and no cross default to other debt of the Borrower, the Guarantor 4 and/or any of its subsidiaries, all on terms acceptable to the Lender;

Incremental Capital Contributions received on or after the Effective Date and prior to 1 January 2012 shall be deposited directly in the Special Account.  The existing limits on amounts deposited and able to be re-deposited in the Special Account shall be increased to include any such Incremental Capital Contributions received in 2011 as described above;

all amounts in the Special Account including amounts already deposited as of the Effective Date and any Incremental Capital Contributions that may be deposited during 2011, shall not be included in the calculation of Excess Cash for the purposes of the prepayments to be made hereunder ; and

Capital Infusions and Permitted Additional Junior Capital may be paid to the Guarantor 4 in respect of the issuance by the Guarantor 4 of preferred equity, common equity or Permitted Subordinated Debt.