The Royal Bank of Scotland plc London EC2M 3UR Dear Sirs
Exhibit 10.12
27 December 2010
The Royal Bank of Scotland plc
000 Xxxxxxxxxxx
Xxxxxx XX0X 0XX
Dear Sirs
ISDA Master Agreement dated as of 29 March 2009 (together with the schedules thereto and confirmations thereunder) as amended made between (i) Argyle Maritime Corp., Xxxxx Maritime Corp., Dorchester Maritime Corp., Longwoods Maritime Corp., XxXxxxx Maritime Corp. and Sunswyck Maritime Corp. acting jointly and severally and (ii) The Royal Bank of Scotland plc (the “Master Agreement”)
Reference is hereby made to (i) the Master Agreement and (ii) the Letter Agreement dated as of 12 November 2010 (the “Forbearance Letter”) whereby you as Party A agreed subject to the conditions therein to forbear from exercising any of the rights or remedies arising from the Events of Default as specified therein (the “Specified Events of Default”). Capitalized terms defined in the Master Agreement or the Forbearance Letter and not otherwise defined herein are used herein as therein defined.
In order to allow time for TBS International plc and its affiliates to work with their various lenders towards a mutually agreeable solution on their outstanding indebtedness, we hereby request that you extend the period under which you agreed to forbear from exercising any of the rights or remedies arising from the Specified Events of Default available to you under the Master Agreement and the Credit Support Documents or under applicable law (all of which rights and remedies are hereby expressly reserved by you) until the earlier of (i) the occurrence of a Forbearance Termination Event and (ii) 12:01 a.m. E.S.T. on 1 February 2011 (the “Forbearance Extension Period”). As used herein; a “Forbearance Termination Event” shall mean the occurrence of (i) any Event of Default under the Master Agreement other than the Specified Events of Default or the Further Specified Events of Default (as defined below) or (ii) a breach of any of the conditions of this letter.
Such forbearance in respect of your rights and remedies under the Master Agreement and Credit Support Documents is conditioned upon and subject to TBS International plc and/or their applicable subsidiaries and affiliates having entered into amendments, waivers, forbearances or other modifications on or before 29 December 2010 in respect of each of (i) the loan facilities listed on Schedule 1 hereto and (ii) any swap and guarantee facilities to which TBS International plc and/or their applicable subsidiaries and affiliates are a party, deferring and/or forbearing until no earlier than 1 February 2011 any rights of the respective creditor parties under such facilities arising as a result of the Specified Events of Default and Further Specified Events of
Default. In connection with your agreement hereunder, TBS International plc agrees that each of the conditions referred to in (B) 1 - 5, of the Forbearance Letter shall continue to apply during the Forbearance Extension Period.
Subject to the conditions precedent stated in the preceding paragraph and subject to the other terms and conditions set forth above, by counter-signing this letter you as Party A agree to forbear from exercising any of the rights or remedies arising solely from the Specified Events of Default and the defaults under Clause 5(a)(iii)(1) and Clause 5(a)(vi) of the Master Agreement (the “Further Specified Events of Default”) arising from the suspension of payments by TBS International plc and its affiliates of certain scheduled principal installments owing in respect of Financial Indebtedness of such persons during the Forbearance Extension Period, as more particularly described in Schedule 2 hereto on the terms set forth in the Forbearance Letter, as modified by the terms above.
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Yours faithfully, | ||
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By: |
/s/ Xxxxxxxxx X. Xxxxxx | |
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Name: Xxxxxxxxx X. Xxxxxx | |
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Title: Senior Executive Vice President | |
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Acknowledged and Agreed, |
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THE ROYAL BANK OF SCOTLAND PLC |
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as Agent |
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By: |
/s/ Xxx X. Charatte |
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Name: Xxx X. Charatte |
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Title: Senior Vice President |
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Schedule 1
TBS CREDIT FACILITIES
Bank of America Credit Facilities
DVB Group Merchant Bank (Asia) Ltd Credit Facility
Credit Suisse Credit Facility
AIG Commercial Equipment Finance, Inc. Credit Facility
Commerzbank AG Credit Facility
Berenberg Bank Credit Facility
The Royal Bank of Scotland Credit Facility
Schedule 2
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Facility |
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Principal Amount |
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Date |
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Bank of America Facility as amended and restated on 26 March 2008 |
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$ |
9,500,000 |
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31 December 2010 |
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AIG Facility dated as of 7 December 2007 |
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$ |
1,750,000 |
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1 January 2011 |
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DVB Facility dated as of 16 January 2008 |
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$ |
2,608,000 |
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25 January 2011 |
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