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TBS
INTERNATIONAL PLC & SUBSIDIARIES EXHIBIT
10.3
BERENBERG
BANK
(letterhead)
Grainger
Maritime Corp,
e/o 'I13S
International Limited
Mr
William J. Carr
Suite
306, Commerce Building
One
Chancery Lane
Hamilton
HM12
Bermuda
Fax No.:
+1 (441) 295-4957
31 March
2010
This
letter replaces our previous letter dated 31 March 2010
Amendment
to the Loan Agreement dated 19 June 2008
Here:
Waiver Request
Dear
Sirs,
We refer
to the loan agreement dated 19 June 2008 made between yourselves as Borrower and
ourselves as Lender in which we provide you a facility of up to USD
13,000,000.00 for the part-financing of MV “Ottawa Princess” (the “Loan
Agreement”). Words and expressions defined in the Loan Agreement shall have the
same meaning when used in this letter.
We hereby
give our consent to suspend the asset protection clause according to paragraph
10.2 (b) of the Loan Agreement through 31 December 2010 under the following
conditions:
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All other banks
granting loans to TBS International Group i.e. Bank of America, The Royal
Bank of Scotland, DVB Bank, Credit Suisse and AIG Commercial Equipment
Finance Inc have waived their financial covenants - including the asset
protection clause - required in their respective loan documentation
through 31 December 2010. Please confirm this in writing to
us.
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We
herewith agree that, starting from 1 January 2011 on, the paragraph 10.2(b) of
the Loan Agreement should be amended as follows:
Quote
If at any
time the Market Value of the Ship falls short of 167 per cent, of the Secured
Liabilities, promptly upon the Lender’s request either (i) prepay such part of
the Loan which is equal to the shortfall, together with prepayment compensation
as defined in Clause 15 or (ii) provide such additional ship mortgage or other
security in favour of the Lender as is acceptable to the Lender and having a
market value which is equal to the shortfall or (iii) effect of combination of
(i) and (ii) above;
unquote
For this
request we will increase the margin to 5,00 per cent. p.a. and will debit your
current account no. 0523281004 with an arrangement fee of 0.25 per cent. flat on
the outstanding loan amount.
All other
conditions of the Loan Agreement remain unchanged.
Please
confirm your acceptance of the waiver terms and conditions set out in this
letter by duly signing it and returning it to us.
Yours
faithfully,
Joh.
Berenberg, Gossler & Co. KG
/s/
Speer /s/
Folster
(Speer) (Folster)
Accepted
SIGNED
by
/s/ Ferdinand V.
Lepere
for and
on behalf of
Grainger
Maritime Corp.