Attached files
TBS
INTERNATIONAL PLC & SUBSIDIARIES EXHIBIT
10.8
COMMERZBANK
T E L E F
A X
An/To
Telefax Nr.+1-516-239-0147
Anzahl
Seiten / Total number of Pages 2
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An
/ To:
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Von
/ From:
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TBS
International Limited
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Commerzbank
AG
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Mr.
Lawrence A Blatte
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Global
Shipping
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Mr.
Ferdinand V. Lepere
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Martin
Hugger / Carlo Glaeser
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612
East Grassy Sprain Road
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Ness
7 - 9
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Yonkers,
New York 10710
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20457
Hamburg
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United
States of America
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e-mail:
martin.hugger@commerzbank.com
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carlo.glaeser@commerzbank.com
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Telefax-Nr.:
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Tel.:
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Datum/Date:
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+49-40-36
83-4068
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+49-40-36
83 - 4074/-4082
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31.03.2010
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If
you receive this fax in error, illegible or not all pages please phone:
+49-40-3683 - 4066 or -
4067
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Dear Fred and Larry,
We refer
to the loan facility agreement dated May 28th, 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 March 18th, 2010 you have asked for our approval for a continuation of the
Waiver on a modified basis of the Terms & Conditions until 31st
December 2011 whereby the same are governed through the Amendment No. 3 and
Waiver to Credit Agreement with BOA (Bingham Draft dated 29th March 2010) which
also forms the basis for our decision.
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 (a) an
equal treatment of all banks in relation to the Financial Covenants (b) an equal
treatment of all banks in relation to the Non-Financial Covenants, including but
not limited to loan prepayments, other than those which are being used to
achieve a 60% LtV (c) an all banks consent to the continuation of the Waiver
until 31st December 2011 and (d) the following conditions which sall replace
those outlined in clause 14.1 and 10.17 respectively of the Faciliaty Agreement
through December 31, 2011, which means that the existing Financial- and
LtV-Covenants will be waived through December 31st, 2011 (“Waiver
Period”):
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Ø
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Maintenance
at all times of Minimum Liquidity (unrestricted cash and cash
equivalents), tested monthly, of at least USD 15.0
Mio.
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Ø
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Maintenance
on a quarterly basis for four (4) consecutive quarters (starting for
the quarter ending 03/31/10) of minimum EBITDA* to Consolidated
Interest Charges** for such trailing period as set forth
below:
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3/31/2010
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2.50:1.00
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6/30/2010
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3.00:1.00
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9/30/2010
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3.00:1.00
(no measurement after the fiscal quarter ending
09/30/10)
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Ø
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Maintenance
of Minimum Consolidated Fixed Charge Coverage Ratio (tested quarterly for
a period of four (4) consecutive quarters, starting for the quarter ending
12/31/10)
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12/31/2010
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1.10:1.00
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3/31/2011
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1.30:1.00
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6/30/2011
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1.50:1.00
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9/30/2011
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1.75:1.00
and thereafter
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Ø
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Maintenance
of a Maximum Consolidated Leverage Ratio*** on a quarterly tested basis
for four (4) consecutive quarters (starting for the quarter ending
06/30/10)
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6/30/2010
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5.25:1.00
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9/30/2010
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3.75:1.00
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12/31/2010
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3.00:1.00
and thereafter
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Ø
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Maintenance
of an oustanding Loan Amount of maximum 60% of the Market Value of the
Ship which applies not until and including 12/31/10 and is to be
maintained first on 01/01/11
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Ø
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Margin
increase to 4.00% p.a. for the duration of the Waiver Period starting
04/01/10
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Ø
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Waiver
fee of .05% flat on the oustanding loan amount of USD 3.5
Mio.
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*
Consolidated EBITDA is as defined in the Bank of America Credit Agreement;
Consolidated Funded Indebtedness shall be calculated without the exclusion
of $150.0 Mio. for new vessel construction indebtedness
** excludes non-cash vessel or goodwill impairment charges, gain or
loss on vessel sales, costs incurred in connection with payoff of bank
debt and interest swap contracts, non-cash compensation, and cost
incurred, not exceed $3.0 Mio. for the corporate redomiciliation.
*** exclude non-cash write-offs of deferred financing costs and non
cash charges in the value of interest swap contracts.
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Please
confirm your acceptance of the waiver terms and conditions set out in this
letter by duly signing, dating and returning to us the enclosed duplicate. As
this agreement shall be for an extended period, we shall ask Watson Farley &
Williams for documentation in form of an amendment to the Loan Agreement.
Looking
forward to hearing from you we remain with best regards
Aktiengesellschaft
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/s/
Martin
Hugger
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/s/ Carlo
Glaeser
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(Martin
Hugger)
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(Carlo
Glaeser)
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Accepted on behalf of the Borrower and the Guarantor
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/s/ Ferdinand
V,
Lepere
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New York March 31,
2010
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Authorised
Signatory
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Place,
Date
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