ContractShare Unit Award Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • Delaware
TBS INTERNATIONAL AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN FORM OF RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • Delaware
RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) dated as of ___________, _____ (the “Issue Date”) between TBS INTERNATIONAL PLC (the “Company”), and [PARTICIPANT] (the “Participant”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan (as defined below).
Date: as of January12, 2010 ADIRONDACK SHIPPING LLC as Owner FAIRFAX SHIPPING CORP. as Charterer TBS INTERNATIONAL LIMITED as Original Guarantor -and- TBS HOLDINGS LIMITED and TBS INTERANTIONAL PUBLIC LIMITED COMPANY as Additional Guarantors FOURTH...Bareboat Charter Party • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
TBS INTERNATIONAL AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN FORM OF BONUS SHARE AWARD AGREEMENTBonus Share Award Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • Delaware
BONUS SHARE AWARD AGREEMENT (this “Agreement”) dated as of ___________, _____ (the “Issue Date”) between TBS INTERNATIONAL PLC (the “Company”), and [PARTICIPANT] (the “Participant”). Except as otherwise defined herein, capitalized terms used herein shall have the meanings set forth in the Plan (as defined below).
Date: as of December 31, 2009 ADIRONDACK SHIPPING LLC as Owner FAIRFAX SHIPPING CORP. as Charterer and TBS INTERNATIONAL LIMITED as Guarantor THIRD AMENDATORY AGREEMENT Amending and Supplementing the Bareboat Charter Party dated as of January 24,...Bareboat Charter Party • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
Date 28 January 2010 TBS INTERNATIONAL PUBLIC LIMITED COMPANY as Guarantor - and - JOH. BERENBERG, GOSSLER & CO. KG as Lender GUARANTEE relating to a Loan Agreement dated 19 June 2008Guarantee • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 GUARANTEE 1 3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 2 4 EXPENSES 2 5 ADJUSTMENT OF TRANSACTIONS 2 6 PAYMENTS 3 7 INTEREST 3 8 SUBORDINATION 3 9 ENFORCEMENT 3 10 REPRESENTATIONS AND WARRANTIES 4 11 UNDERTAKINGS 5 12 JUDGMENTS AND CURRENCY INDEMNITY 6 13 SET-OFF 6 14 SUPPLEMENTAL 7 15 ASSIGNMENT 7 16 NOTICES 7 17 INVALIDITY OF LOAN AGREEMENT 8 18 GOVERNING LAW AND JURISDICTION 8 EXECUTION PAGE 10
Date: as of April 16, 2009 ADIRONDACK SHIPPING LLC, as Owners FAIRFAX SHIPPING CORP., as Charterers -and- TBS INTERNATIONAL LIMITED, as Guarantor SECOND AMENDATORY AGREEMENT Amending and Supplementing the Bareboat Charter Party dated as of January 24,...Bareboat Charter Party • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
WHEREAS, the Owners, the Charterers and the Guarantor are parties to a bareboat charter party dated as of January 24, 2007 (the “Charter”);
Dated: as of December 31, 2009 BEDFORD MARITIME CORP. BRIGHTON MARITIME CORP. HARI MARITIME CORP. PROSPECT NAVIGATION CORP. HANCOCK NAVIGATION CORP COLUMBUS MARITIME CORP. and WHITEHALL MARINE TRANSPORT CORP. as joint and several Borrowers TBS...Loan Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
WHEREAS, the Borrowers, the Guarantor, the Lender, the Facility Agent, the Security Trustee, the Swap Banks and others are parties to a Loan Agreement dated as of January 16, 2008 (the “Original Loan Agreement”), as amended by a First Amendatory Agreement dated as of March 23, 2009 (the “First Amendatory Agreement”; and the Original Loan Agreement, as amended by the First Amendatory Agreement, the “Loan Agreement”).
Date 7 January 2010 TBS INTERNATIONAL PUBLIC LIMITED COMPANY as Guarantor - and - THE ROYAL BANK OF SCOTLAND plc as Security Trustee GUARANTEE relating to a Loan Agreement dated 29 March 2007 as amended from time to timeGuarantee • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 GUARANTEE 2 3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 2 4 EXPENSES 3 5 ADJUSTMENT OF TRANSACTIONS 3 6 PAYMENTS 3 7 INTEREST 4 8 SUBORDINATION 4 9 ENFORCEMENT 4 10 REPRESENTATIONS AND WARRANTIES 5 11 UNDERTAKINGS 6 12 JUDGMENTS AND CURRENCY INDEMNITY 8 13 SET-OFF 8 14 SUPPLEMENTAL 9 15 ASSIGNMENT 9 16 NOTICES 9 17 INVALIDITY OF LOAN AGREEMENT OR MASTER AGREEMENT 10 18 GOVERNING LAW AND JURISDICTION 11 EXECUTION PAGE 13
Dated: as of January 11, 2010 BEDFORD MARITIME CORP. BRIGHTON MARITIME CORP. HARI MARITIME CORP. PROSPECT NAVIGATION CORP. HANCOCK NAVIGATION CORP COLUMBUS MARITIME CORP. and WHITEHALL MARINE TRANSPORT CORP. as joint and several Borrowers TBS...Loan Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • New York
WHEREAS, the Borrowers, the Original Guarantor, the Lender, the Facility Agent, the Security Trustee, the Swap Banks and others are parties to a Loan Agreement dated as of January 16, 2008 (the “Original Loan Agreement”), as amended by a First Amendatory Agreement dated as of March 23, 2009 (the “First Amendatory Agreement”) and a Second Amendatory Agreement dated as of December 31, 2009 (the “Second Amendatory Agreement”, and the Original Loan Agreement, as amended by the First Amendatory Agreement and the Second Amendatory Agreement, the “Loan Agreement”).
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)Loan Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
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:-
Date 11 January 2010 TBS INTERNATIONAL PUBLIC LIMITED COMPANY as Guarantor - and - CREDIT SUISSE AG as Mortgagee GUARANTEE relating to a Loan Agreement dated 7 December 2007Guarantee • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 GUARANTEE 2 3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 2 4 EXPENSES 2 5 ADJUSTMENT OF TRANSACTIONS 3 6 PAYMENTS 3 7 INTEREST 3 8 SUBORDINATION 3 9 ENFORCEMENT 4 10 REPRESENTATIONS AND WARRANTIES 4 11 UNDERTAKINGS 5 12 JUDGMENTS AND CURRENCY INDEMNITY 7 13 SET-OFF 7 14 SUPPLEMENTAL 7 15 ASSIGNMENT 8 16 NOTICES 8 17 INVALIDITY OF LOAN AGREEMENT or master agreement 9 18 GOVERNING LAW AND JURISDICTION 9 EXECUTION PAGE 11
SUPPLEMENTAL LETTER TO THE LOAN AGREEMENTLoan Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
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:-
Date 7 January 2010 TSB INTERNATIONAL PUBLIC LIMITED COMPANY as Guarantor - and - THE ROYAL BANK OF SCOTLAND plc as Issuer GUARANTEE relating to a Guarantee Facility Agreement dated 29 March 2007 as amended from time to timeGuarantee • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 GUARANTEE 1 3 LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR 2 4 EXPENSES 2 5 ADJUSTMENT OF TRANSACTIONS 2 6 PAYMENTS 3 7 INTEREST 3 8 SUBORDINATION 3 9 ENFORCEMENT 4 10 REPRESENTATIONS AND WARRANTIES 4 11 UNDERTAKINGS 5 12 JUDGMENTS AND CURRENCY INDEMNITY 7 13 SET-OFF 7 14 SUPPLEMENTAL 7 15 ASSIGNMENT 8 16 NOTICES 8 17 INVALIDITY OF GUARANTEE FACILITY AGREEMENT 9 18 GOVERNING LAW AND JURISDICTION 9 execution page 11
JOINDER AGREEMENT (CREDIT AGREEMENT, MASTER GUARANTY, MASTER SECURITY AGREEMENT (GUARANTORS), SECURITIES PLEDGE AGREEMENT, MASTER EARNINGS ASSIGNMENT AND MASTER INSURANCE ASSIGNMENT)Joinder Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • New York
LEASE OF REAL PROPERTY FROM JOSEPH E. ROYCE, Landlord to TBS SHIPPING SERVICES INC., TenantLease Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
ContractFacility Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
UNSECURED GUARANTYUnsecured Guaranty • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
UNSECURED GUARANTY (“Guaranty”), dated as of the 7th day of January, 2010 made by TBS International Public Limited Company, an Irish public limited company (the “Guarantor”), in favor of AIG Commercial Equipment Finance, Inc., a Delaware corporation (“Lender”).
BERENBERG BANKLoan Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
SECOND AMENDMENT TO LOAN AGREEMENT by and among AMOROS MARITIME CORP., LANCASTER MARITIME CORP. AND CHATHAM MARITIME CORP., as Borrowers, SHERWOOD SHIPPING CORP. TBS INTERNATIONAL LIMITED TBS HOLDINGS LIMITED as Guarantors, and AIG COMMERCIAL...Loan Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Second Amendment”) is made and entered into this ___ day of December, 2009, by and among Amoros Maritime Corp., Lancaster Maritime Corp. and Chatham Maritime Corp., each a Marshall Islands corporation having a mailing address of P.O. Box HM 2522, Hamilton HMGX, Bermuda and a registered address of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (the “Borrowers”; each, a “Borrower”), TBS International Limited, a Bermuda corporation whose tax domicile is in Ireland (“TBSIL Guarantor”), Sherwood Shipping Corp. (“Sherwood”), TBS Holdings Limited, a Bermuda company (“Bermuda Holdco”) and AIG Commercial Equipment Finance, Inc., a Delaware corporation (together with its successors and assigns, “Lender”). Unless specifically defined in this Second Amendment, capitalized terms not used in this Second Amendment shall have the meanings assigned in the Original Loan Agreement, as amended.
AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENTCredit Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • New York
This AMENDMENT NO. 2 AND WAIVER TO CREDIT AGREEMENT (this “Amendment”) dated as of December 31, 2009 and effective as of January 1, 2010, is by and among (i) ALBEMARLE MARITIME CORP., ARDEN MARITIME CORP., AVON MARITIME CORP., BIRNAM MARITIME CORP., BRISTOL MARITIME CORP., CHESTER SHIPPING CORP., CUMBERLAND NAVIGATION CORP., DARBY NAVIGATION CORP., DOVER MARITIME CORP., ELROD SHIPPING CORP., EXETER SHIPPING CORP., FRANKFORT MARITIME CORP., GLENWOOD MARITIME CORP., HANSEN SHIPPING CORP., HARTLEY NAVIGATION CORP., HENLEY MARITIME CORP., HUDSON MARITIME CORP., JESSUP MARITIME CORP., MONTROSE MARITIME CORP., OLDCASTLE SHIPPING CORP., QUENTIN NAVIGATION CORP., RECTOR SHIPPING CORP., REMSEN NAVIGATION CORP., SHEFFIELD MARITIME CORP., SHERMAN MARITIME CORP., STERLING SHIPPING CORP., STRATFORD SHIPPING CORP., VEDADO MARITIME CORP., VERNON MARITIME CORP. and WINDSOR MARITIME CORP., each a corporation organized under the laws of the Republic of the Marshall Islands (collectively, together with a
