Contract
TBS INTERNATIONAL PLC
& SUBSIDIARIES EXHIBIT
10.13
To: The
Royal Bank of Scotland plc
Xxxxx
0, 000 Xxxxxxxxxxx
Xxxxxx
XX0X 3UR
(as
Lender)
31
December 2009
Dear
Sirs
Facility
Agreement dated 29 March 2007 as amended by a supplemental agreement dated 27
March 2009 (the “Supplemental Agreement”) 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 and The Royal Bank of Scotland plc as Lender relating to a guarantee
facility of US$84,000,000 (together the “Facility Agreement”)
We
write to confirm that the Covenant Waiver Period as defined in the Supplemental
Agreement and the temporary amendments to the Facility 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:-
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1
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receipt by us of a (non-refundable) amendment
fee of $70,000 on or before 5 January 2010;
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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 Corporate Guarantor’s agreement to the
terms of this Letter.
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For
the avoidance of doubt, if the fee to be paid pursuant to paragraph 1 above is
not received by us on the specified date, 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 so that the amount of $40,000,000 referred to in the
amended Minimum Cash Liquidity covenant (set out in the Schedule 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 Facility Agreement
described in the Supplemental Agreement and as amended above shall cease to
apply.
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 Facility Agreement shall
remain unchanged and in full force and effect.
The
provisions of Clause 25 (Law and Jurisdiction) of the Facility 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 Facility Agreement and the Finance Documents shall remain in
full force and effect.
Yours
faithfully
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/s/
Xxxxx
Xxxx
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/s/
Xxxxx
Xxxx
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duly
authorised for
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duly
authorised for
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Argyle
Maritime Corp.
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Xxxxx
Maritime Corp.
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Per:
Xxxxx Xxxx
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Per:
Xxxxx Xxxx
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Attorney-in-Fact
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Attorney-in-Fact
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/s/
Xxxxx
Xxxx
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/s/
Xxxxx
Xxxx
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duly
authorised for
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duly
authorised for
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Dorchester
Maritime Corp.
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Longwoods
Maritime Corp.
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Per:
Xxxxx Xxxx
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Per:
Xxxxx Xxxx
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Attorney-in-Fact
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Attorney-in-Fact
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/s/
Xxxxx
Xxxx
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/s/
Xxxxx
Xxxx
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duly
authorised for
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duly
authorised for
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XxXxxxx
Maritime Corp.
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Sunswyck
Maritime Corp.
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Per:
Xxxxx Xxxx
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Per:
Xxxxx Xxxx
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Attorney-in-Fact
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Attorney-in-Fact
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Accepted
and agreed this 31st day of December 2009 by:
/s/
G A
Xxxxx
duly
authorised for
THE
ROYAL BANK OF SCOTLAND PLC
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 Facility Agreement.
/s/
Xxxxx
Xxxx
TBS
INTERNATIONAL LIMITED
(as
Guarantor)
Per: Xxxxx Xxxx
Attorney-in-Fact
