as Agent, Bookrunner, Mandated Lead Arranger, Security Trustee and Swap Bank) (being the banks and financial institutions listed in Schedule 1 of the Loan Agreement as defined below)
TBS INTERNATIONAL PLC
& SUBSIDIARIES EXHIBIT
10.11
To: (1) The
Royal Bank of Scotland plc
Level 5,
135 Bishopsgate
London
EC2M 3UR
(as
Agent, Bookrunner, Mandated Lead Arranger, Security Trustee and Swap
Bank)
(2) The
Lenders
(being
the banks and financial institutions listed in Schedule 1 of the Loan Agreement
as defined below)
31
December 2009
Dear
Sirs
Loan
Agreement dated 29 March 2007 as amended by a supplemental letter agreement
dated 26 March 2008, a supplemental agreement dated 27 March 2009 (the
“Supplemental Agreement”), a side letter dated 27 May 2009 and a side letter
dated 3 September 2009 each made between (i) Argyle Maritime Corp., Xxxxx
Maritime Corp., Dorchester Maritime Corp., Longwoods Maritime Corp., XxXxxxx
Maritime Corp. and Sunswyck Maritime Corp. as joint and several Borrowers, (ii)
the banks and financial institutions listed therein as Lenders, (iii) the Royal
Bank of Scotland plc as Mandated Lead Arranger and (iv) the Royal Bank of
Scotland plc as Bookrunner, Agent, Security Trustee and Swap Bank relating to a
term loan facility of US$150,000,000 (together the “Loan
Agreement”)
We write
to confirm that the Covenant Waiver Period as defined in the Supplemental
Agreement and the temporary amendments to the Loan Agreement applicable during
the Covenant Waiver Period shall be extended and continue to apply until 00:00
hours on 1 April 2010 (New York time) subject to the following:-
|
1
|
receipt
by us from the Borrowers on or before 4 January 2010 of US$417,500 in
prepayment of the next repayment of Loan A due on 3 March
2010;
|
|
2
|
receipt
by us from the Borrowers of US$417,500 in prepayment of the first
repayment of Loan B to be prepaid upon delivery of Ship B scheduled for
February 2010;
|
|
3
|
receipt by us of a
(non-refundable) amendment fee of $378,893.75
on or before 5 January
2010;
|
|
4
|
receipt
by us of a copy of this Letter duly acknowledged by you and the Guarantor
confirming your agreement and the Corporate Guarantor’s agreement to the
terms of this Letter.
|
For the
avoidance of doubt, if the amounts to be prepaid pursuant to paragraphs 1 and 2
and the fee to be paid pursuant to paragraph 3 above are not received by us on
the specified dates, the Covenant Waiver Period shall automatically
expire.
We also
agree that during such extension of the Covenant Waiver Period there shall be a
meeting between all banks with outstanding commitments to the Corporate
Guarantor or companies within the group and the Corporate Guarantor on or before
31 January 2010 to discuss future strategy.
Upon
signing of this letter the Loan Agreement shall be, and shall be deemed by this
Agreement to be, amended as follows:
|
(a)
|
the
definition of Margin in clause 1.1 shall be deleted and replaced with the
following:
|
“Margin” means in relation to
each Loan three point seven five per cent. (3.75%) per annum;”; and
|
(b)
|
the
amount of $40,000,000 referred to in the amended Minimum Cash Liquidity
covenant (set out in Schedule 2 of the Supplemental Agreement) shall be
reduced to $25,000,000 during the extension of the Covenant Waiver
Period.
|
With
effect from 1 April 2010 the temporary amendments to the Loan Agreement
described in the Supplemental Agreement and as amended above shall cease to
apply.
The
relevant Borrower undertakes to do all that is necessary to assist the Creditor
Parties in having any mortgage addenda (if required) to be registered in respect
of the Mortgage to which it is a party in order to secure the increase in the
Margin described above.
The
Corporate Guarantor, by signature of this Letter, confirms its approval to the
amendments to the Loan Agreement set out herein and confirms that the Corporate
Guarantee shall remain in full force and effect.
Other
than as set out in this Letter, the provisions of the Loan Agreement shall
remain unchanged and in full force and effect.
The
provisions of Clause 31 (Law and Jurisdiction) of the Loan Agreement shall apply
to this Letter as if set out in full but so that references to “this Agreement”
are amended to read “this Letter”. All remaining provisions of the
Loan Agreement and the Finance Documents shall remain in full force and
effect.
Yours
faithfully
|
/s/
Xxxxx
Xxxx
|
/s/
Xxxxx
Xxxx
|
||
|
duly
authorised for
|
duly
authorised for
|
||
|
Argyle
Maritime Corp.
|
Xxxxx
Maritime Corp.
|
||
|
Per:
Xxxxx Xxxx
|
Per:
Xxxxx Xxxx
|
||
|
Attorney-in-Fact
|
Attorney-in-Fact
|
||
|
/s/
Xxxxx
Xxxx
|
/s/
Xxxxx
Xxxx
|
||
|
duly
authorised for
|
duly
authorised for
|
||
|
Dorchester
Maritime Corp.
|
Longwoods
Maritime Corp.
|
||
|
Per:
Xxxxx Xxxx
|
Per:
Xxxxx Xxxx
|
||
|
Attorney-in-Fact
|
Attorney-in-Fact
|
||
|
/s/
Xxxxx
Xxxx
|
/s/
Xxxxx
Xxxx
|
||
|
duly
authorised for
|
duly
authorised for
|
||
|
XxXxxxx
Maritime Corp.
|
Sunswyck
Maritime Corp.
|
||
|
Per:
Xxxxx Xxxx
|
Per:
Xxxxx Xxxx
|
||
|
Attorney-in-Fact
|
Attorney-in-Fact
|
||
Accepted
and agreed this 31st day of December 2009 by:
/s/
Xxxxx
Xxxxx
duly
authorised for
THE
ROYAL BANK OF SCOTLAND PLC
(as
Agent, Mandated Lead Arranger, Bookrunner, Security Trustee and Swap
Bank)
/s/
Xxxxx Xxxxx
Xxxxxx
duly
authorised for
THE
ROYAL BANK OF SCOTLAND PLC
(as
Lender)
/s/
Xxxxxxx
Xxxxxx
duly
authorised for
CITIBANK,
N.A.
(as
Lender)
_________________________________
duly
authorised for
LANDESBANK
HESSEN-THÜRINGEN GIROZENTRALE
(as
Lender)
/s/
Xxxxxxxxx
Xxxxxxxxxx
/s/ Dr Xxxxx Xxxxxxxxxxxxxx
duly
authorised for
NORDDEUTSCHE
LANDESBANK GIROZENTRALE
(as
Lender)
/s/ Xxxxx
Xxxxxx
duly
authorised for
ALLIANCE
& LEICESTER COMMERCIAL FINANCE PLC
(as
Lender)
/s/
Xxxxxx X.
Xxxxxxx
duly
authorised for
BANK
OF AMERICA, N.A.
(as
Lender)
We hereby
confirm and acknowledge that we have read and understood the terms and
conditions of the above Letter and agree in all respects to the same and confirm
that the Corporate Guarantee to which we are a party shall remain in full force
and effect and shall continue to stand as security for the obligations of the
Borrowers under the Loan Agreement.
/s/ Xxxxx
Xxxx
TBS
INTERNATIONAL LIMITED
(as
Guarantor)
Per: Xxxxx Xxxx
Attorney-in-Fact
