SUPPLEMENTAL LETTER TO THE LOAN AGREEMENT
TBS INTERNATIONAL PLC
& SUBSIDIARIES EXHIBIT
10.15
SUPPLEMENTAL
LETTER TO THE LOAN AGREEMENT
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To:
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Claremont Shipping
Corp., Yorkshire
Shipping Corp.
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and TBS International
Limited
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Commerce
Building
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Xxx
Xxxxxxxx Xxxx
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Xxxxxxxx
XX00
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Xxxxxxx
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Attn:
Xxxxxxx X. Xxxx
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Copy:
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TBS
Shipping Services Inc.
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000
Xxxx Xxxxxx Xxxxxx Xxxx
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Xxxxxxx,
XX 00000
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U.S.A.
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Attn: Xxxxxxxxx
X. Xxxxxx
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22
December 2009
Dear
Sirs
Loan
Agreement dated 7 December 2007 made between (i) Claremont Shipping Corp. and
Yorkshire Shipping Corp. as joint and several Borrowers and (ii) Credit Suisse
AG as Lender and Swap Bank relating to a term loan facility of US$40,000,000 as
supplemented by an amendment letter dated 19 March 2008 and a waiver letter
dated 24 March 2009 (together the “Loan Agreement”)
We refer
to the said waiver letter dated 24 March 2009 (the “Waiver Letter”) a copy of which is
attached.
We write
to confirm that the Waiver Period as defined in the Waiver Letter and the
temporary amendments to the Loan Agreement applicable during the Waiver Period
shall be extended and continue to apply until 00:00 hours on 1 April 2010 (New
York time) subject to the following:-
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1.
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receipt
by us from the Borrowers on or before 5 January 2010
of:
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a.
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US$437,000
in prepayment of the next repayment of Advance A due on 12 March 2010;
and
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b.
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US$750,000
in prepayment of the next repayment of Advance B due on 19 February 2010;
and
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2.
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receipt
by us of a copy of this letter duly acknowledged by you and the Guarantor
confirming your agreement and the Guarantor’s agreement to the terms of
this letter.
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For the
avoidance of doubt, if the amounts to be prepaid pursuant to paragraph 1. above
are not received by us on or before 5 January 2010, the Waiver Period shall
automatically expire with effect from 00:01 hours on 1 January
2010.
Also we
agree that during such extension of the Waiver Period, the amount of $40,000,000
referred to in the amended Minimum Cash Liquidity covenant shall be reduced to
$25,000,000.
With
effect from 1 April 2010 the temporary amendments to the Loan Agreement
described in the Waiver Letter and as amended above shall cease to
apply. For the avoidance of doubt the amendments to the Loan
Agreement set out at clauses 1,2 and 3 at the end of the Waiver Letter (which
were not described as temporary) shall remain in effect and shall be
consolidated within the next supplemental agreement that is entered into by the
parties in respect of the Loan Agreement (intended to deal with the
“re-domiciliation” of the Guarantor to Ireland).
The
provisions of clause 30 (Law and Jurisdiction) of the Loan Agreement shall apply
to this Letter. For the avoidance of doubt all terms of the Loan
Agreement and the Finance Documents shall remain in full force and effect and,
save as provided herein, unchanged.
Words and
expressions defined in the Loan Agreement shall have the same meaning when used
herein except as expressly provided in this supplemental letter.
Yours
faithfully
/s/
X. Xxxxxx and /s/ Xxxxx Storzini
duly
authorised for
CREDIT
SUISSE AG
(as
Lender and Swap Bank)
Accepted
and agreed this 22 day of December 2009
by:
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/s/
Xxxxxxxxx X. Xxxxxx
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/s/ Xxxxxxxxx X.
Xxxxxx
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duly
authorised for
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duly
authorised for
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Claremont
Shipping Corp.
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Yorkshire
Shipping Corp.
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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/
Xxxxxxxxx X.
Xxxxxx
TBS
INTERNATIONAL LIMITED
(as
Guarantor)
