TBS INTERNATIONAL LIMITED (a Bermuda company) ______ Class A Common Shares FORM OF UNDERWRITING AGREEMENT Dated: June __ , 2005Underwriting Agreement • June 21st, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
BY AND AMONG RECTOR SHIPPING CORP., HANSEN SHIPPING CORP., CHESTER SHIPPING CORP., ALBEMARLE MARITIME CORP., SHERMAN MARITIME CORP., GLENWOOD MARITIME CORP., AND BRISTOL MARITIME CORP., AS BORROWERS,Loan Agreement • May 16th, 2005 • TBS International LTD • Deep sea foreign transportation of freight
Among HUDSON MARITIME CORP., KENSINGTON SHIPPING CORP., and WINDSOR MARITIME CORP., as Borrowers,Credit Agreement • August 12th, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
TBS INTERNATIONAL LIMITED, AS GUARANTOR HENLEY MARITIME CORP., VERNON MARITIME CORP., AND ARDEN MARITIME CORP., AS BORROWERS andCredit Agreement • May 16th, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
RECITALSStock Purchase Agreement • May 16th, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
US$7,150,000 WATSON, FARLEY & WILLIAMS LONDON INDEXLoan Agreement • May 16th, 2005 • TBS International LTD • Deep sea foreign transportation of freight
EXECUTION VERSION FIRST SUPPLEMENT TO CREDIT AGREEMENT FIRST SUPPLEMENT TO CREDIT AGREEMENT, dated as of February 1, 2005 (as amended, supplemented and otherwise modified from time to time, this "Amendment"), to the Amended and Restated Credit...Credit Agreement • May 16th, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
TBS INTERNATIONAL LIMITED (a Bermuda company) 3,400,000 Class A Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • May 30th, 2008 • TBS International LTD • Deep sea foreign transportation of freight • New York
UMBRELLA AGREEMENT between TBS International Ltd. ("TBS"), and its indirect subsidiaries: o Whitehall Marine Transport Corp.Umbrella Agreement • April 19th, 2005 • TBS International LTD • Deep sea foreign transportation of freight • London
AMONGRevolving Credit Agreement • June 21st, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE MULTI-PURPOSE VESSEL (HULL NO. NYHS200720) BETWEEN ARGYLE MARITIME CORP. AS BUYER AND CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD AND NANTONG YAHUA SHIPBUILDING CO., LTD. COLLECTIVELY AS SELLER CONTENTSContract • May 15th, 2007 • TBS International LTD • Deep sea foreign transportation of freight
This CONTRACT, entered into this day of February 2007 by and between ARGYLE MARITIME CORP., a corporation organized and existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the "BUYER") on one part; and CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD, a corporation organized and existing under the laws of the People's Republic of China, having its registered office at No.C88, An Ding Men Wai Street, Beijing 100011, the People's Republic of China (hereinafter called "CCCC"),and NANTONG YAHUA SHIPBUILDING CO., LTD., a corporation organized and existing under the laws of the People's Republic of China, having its registered office at 1# Hongzha Road, Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic of China (hereinafter called the "BUILDER") on the other part, CCCC and the BUILDER being hereinafter collectively called the "SELLER".
AMENDMENT NO.1 TO SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE MULTI-PURPOSE VESSEL (HULL NO.NYHS200725)TBS International LTD • August 10th, 2007 • Deep sea foreign transportation of freight • England
This AMENDMENT NO. 1 TO SHIPBUILDING CONTRACT, is entered into this 27th day of June, 2007, by and between SUNSWYCK MARITIME CORP., a corporation organized and existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the "BUYER") on one part; and CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD, a corporation organized and existing under the laws of the People's Republic of China, having its registered office at No.C88, An Ding Men Wai Street, Beijing 100011, the People's Republic of China (hereinafter called "CCCC"),and NANTONG YAHUA SHIPBUILDING CO., LTD., a corporation organized and existing under the laws of the People's Republic of China, having its registered office at 1# Hongzha Road, Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic of China (hereinafter called the "BUILDER") on the other part, CCCC and the BUILDER being hereinafter colle
RECITALSLoan and Security Agreement • May 16th, 2005 • TBS International LTD • Deep sea foreign transportation of freight
TBS INTERNATIONAL LIMITED FORM OF RESTRICTED SHARE AWARD AGREEMENT (amended as of April 8, 2008)Restricted Share Award Agreement • May 9th, 2008 • TBS International LTD • Deep sea foreign transportation of freight • Delaware
RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) dated as of _______________, _______ (the “Issue Date”) between TBS INTERNATIONAL LIMITED (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).
LEASE OF REAL PROPERTY FROM JOSEPH E. ROYCE, Landlord to TBS SHIPPING SERVICES INC., TenantLease ( • March 30th, 2009 • TBS International LTD • Deep sea foreign transportation of freight
MEMORANDUM OF AGREEMENT Dated: [DATE] [SELLER] hereinafter called the Sellers, have agreed to sell, and ARKADIA SHIPPING INC., 80, BROAD STREET, MONROVIA, LIBERIA hereinafter called the Buyers, have agreed to buy: Name: [VESSEL NAME]Memorandum of Agreement • April 19th, 2005 • TBS International LTD • Deep sea foreign transportation of freight
TBS INTERNATIONAL LIMITED FORM OF SHARE UNIT AWARD AGREEMENT (amended as of April 8, 2008)Share Unit Award Agreement • May 9th, 2008 • TBS International LTD • Deep sea foreign transportation of freight • Delaware
SHARE UNIT AWARD AGREEMENT (this “Agreement”) dated as of ___________, _______ (the “Grant Date”) between TBS INTERNATIONAL LIMITED (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).
TBS INTERNATIONAL LIMITED FORM OF BONUS SHARE AWARD AGREEMENTBonus Share Award Agreement • January 26th, 2007 • TBS International LTD • Deep sea foreign transportation of freight • Delaware
BONUS SHARE AWARD AGREEMENT (this “Agreement”) dated as of ___________, _____ (the “Issue Date”) between TBS INTERNATIONAL LIMITED (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 March 29, 2007 ARGYLE MARITIME CORP. CATON MARITIME CORP. DORCHESTER MARITIME CORP. LONGWOODS MARITIME CORP. McHENRY MARITIME CORP. SUNSWYCK MARITIME CORP. as Joint and Several Borrowers - and - THE BANKS AND FINANCIAL INSTITUTIONS listed in...Loan Agreement • April 2nd, 2007 • TBS International LTD • Deep sea foreign transportation of freight
MEMORANDUM OF AGREEMENT Dated: as of January 24, 2007Memorandum of Agreement • March 12th, 2007 • TBS International LTD • Deep sea foreign transportation of freight
Date: as of January 16, 2008 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 • August 7th, 2009 • TBS International LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Lenders have agreed to make available to the Borrowers on the terms and conditions set forth herein a secured term loan facility in the aggregate amount of up the lesser of $75,000,000 and 59% of the aggregate Fair Market Value of the Ships to refinance such Ships and for general corporate purposes of the Borrowers and the Guarantor.
Date 27 March 2009 ARGYLE MARITIME CORP. CATON MARITIME CORP. DORCHESTER MARITIME CORP. LONGWOODS MARITIME CORP. McHENRY MARITIME CORP. SUNSWYCK MARITIME CORP. as Joint and Several Borrowers – and – TBS INTERNATIONAL LIMITED as Corporate Guarantor –...Supplemental Agreement • August 7th, 2009 • TBS International LTD • Deep sea foreign transportation of freight
Date: 7 December 2007Agreement • March 14th, 2008 • TBS International LTD • Deep sea foreign transportation of freight
The Lender has agreed to make available to the Borrowers a facility of up to $40,000,000 for the purpose of part financing or refinancing their acquisition of the German registered and Liberian flag vessels m.v. “ELSA OLDENDORFF” (tbn “ARAPAHO BELLE”) and m.v. “GEBE OLDENDORFF” (tbn “ONEIDA PRINCESS”) from the Seller.
Date: as of March 26, 2009 RUSHMORE SHIPPING LLC, as Owners BEEKMAN SHIPPING CORP., as Charterers -and- TBS INTERNATIONAL LIMITED, as Guarantor FIRST AMENDATORY AGREEMENT Amending and Supplementing the Bareboat Charter Party dated as of January 24,...First Amendatory Agreement • April 2nd, 2009 • TBS International LTD • 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”);
Date 27 March 2009 ARGYLE MARITIME CORP. CATON MARITIME CORP. DORCHESTER MARITIME CORP. LONGWOODS MARITIME CORP. McHENRY MARITIME CORP. SUNSWYCK MARITIME CORP. as Joint and Several Borrowers – and – TBS INTERNATIONAL LIMITED as Corporate Guarantor –...Supplemental Agreement • August 7th, 2009 • TBS International LTD • Deep sea foreign transportation of freight
AMENDMENT NO.2 TO SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE MULTI-PURPOSE VESSEL (HULL NO.NYHS200722)TBS International LTD • August 10th, 2007 • Deep sea foreign transportation of freight • England
This AMENDMENT NO. 2 TO SHIPBUILDING CONTRACT, is entered into this 27th day of June, 2007, by and between DORCHESTER MARITIME CORP., a corporation organized and existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the "BUYER") on one part; and CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD, a corporation organized and existing under the laws of the People's Republic of China, having its registered office at No.C88, An Ding Men Wai Street, Beijing 100011, the People's Republic of China (hereinafter called "CCCC"),and NANTONG YAHUA SHIPBUILDING CO., LTD., a corporation organized and existing under the laws of the People's Republic of China, having its registered office at 1# Hongzha Road, Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic of China (hereinafter called the "BUILDER") on the other part, CCCC and the BUILDER being hereinafter col
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 7th, 2009 • TBS International LTD • Deep sea foreign transportation of freight
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “First Amendment”) is made and entered into this 27th day of March, 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 (“Parent Guarantor”), Sherwood Shipping Corp. (“Sherwood”) and AIG Commercial Equipment Finance, Inc., a Delaware corporation (together with its successors and assigns, “Lender”).WHEREAS, Borrowers, Parent Guarantor and Lender are parties to that certain Loan Agreement dated February 29, 2008 (the “Original Loan Agreement,” as amended by this First Amendment and any future amendments, the “Loan Agreement”); and
AMENDMENT NO.2 TO SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE MULTI-PURPOSE VESSEL (HULL NO.NYHS200723)Shipbuilding Contract • August 10th, 2007 • TBS International LTD • Deep sea foreign transportation of freight • England
This AMENDMENT NO. 2 TO SHIPBUILDING CONTRACT, is entered into this 27th day of June, 2007, by and between LONGWOODS MARITIME CORP., a corporation organized and existing under the laws of the Marshall Islands, having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (hereinafter called the "BUYER") on one part; and CHINA COMMUNICATIONS CONSTRUCTION COMPANY LTD, a corporation organized and existing under the laws of the People's Republic of China, having its registered office at No.C88, An Ding Men Wai Street, Beijing 100011, the People's Republic of China (hereinafter called "CCCC"),and NANTONG YAHUA SHIPBUILDING CO., LTD., a corporation organized and existing under the laws of the People's Republic of China, having its registered office at 1# Hongzha Road, Jiuweigang, Nantong Jiangsu P.C. 226361, the People's Republic of China (hereinafter called the "BUILDER") on the other part, CCCC and the BUILDER being hereinafter coll
LOAN AGREEMENTLoan Agreement • March 14th, 2008 • TBS International LTD • Deep sea foreign transportation of freight • Delaware
THIS LOAN AGREEMENT made and entered into this 29th day of February, 2008, is 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 (“Parent Guarantor”) and AIG Commercial Equipment Finance, Inc., a Delaware corporation (together with its successors and assigns, “Lender”).WHEREAS, each of the Borrowers has purchased, or entered into an agreement to respectively purchase, in its own name and for its own account the Vessel listed next to its name on Schedule 1 hereto; andWHEREAS, each Borrower has separately requested that Lender make a single advance loan directly to such Borrower, to be used by the Borrower solely for (a) the purchase of that Borro
AGREEMENT dated as of the 8th day of February, 2001, by and among TBS SHIPPING INTERNATIONAL LIMITED, a corporation organized under the laws of Bermuda (hereinafter referred to as "International"), TBS WORLDWIDE SERVICES INC., a corporation organized...Agreement • April 19th, 2005 • TBS International LTD • Deep sea foreign transportation of freight • New York
TBS INTERNATIONAL LIMITED FORM OF SHARE UNIT AWARD AGREEMENTForm of Share Unit Award Agreement • November 9th, 2007 • TBS International LTD • Deep sea foreign transportation of freight • Delaware
SHARE UNIT AWARD AGREEMENT (this “Agreement”) dated as of ___________, _______ (the “Grant Date”) between TBS INTERNATIONAL LIMITED (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).
SUPPLEMENTAL LETTER TO THE LOAN AGREEMENTTBS International LTD • April 2nd, 2009 • Deep sea foreign transportation of freight
We refer to the Loan Agreement. Words and expressions defined therein shall have the same meaning when used herein except as expressly provided in this supplemental letter.
Date: as of March 23, 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...First Amendatory Agreement • April 2nd, 2009 • TBS International LTD • Deep sea foreign transportation of freight • New York
WHEREAS, the Borrowers, the Guarantors, 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 “Loan Agreement”);
Date March 29, 2007 ARGYLE MARITIME CORP. CATON MARITIME CORP. DORCHESTER MARITIME CORP. LONGWOODS MARITIME CORP. McHENRY MARITIME CORP. SUNSWYCK MARITIME CORP. as Joint and Several Obligors -and- THE ROYAL BANK OF SCOTLAND PLC as Issuer GUARANTEE...Guarantee Facility Agreement • April 2nd, 2007 • TBS International LTD • Deep sea foreign transportation of freight
The Issuer has agreed to make available to the Obligors a guarantee facility of up to $84,000,000 to provide performance guarantees in relation to the payment of the second, third and fourth scheduled stage payments payable under the shipbuilding contracts for each of six newbuilding multipurpose carriers to be built at Yahua Shipyard, China having hull nos. NYHS200720, NYHS200721, NYHS200722, NYHS200723, NYHS200724 and NYHS200725.
FIRST AMENDMENT TO LOAN AGREEMENTLoan Agreement • April 2nd, 2009 • TBS International LTD • Deep sea foreign transportation of freight
THIS FIRST AMENDMENT TO LOAN AGREEMENT (this “First Amendment”) is made and entered into this 27th day of March, 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 (“Parent Guarantor”), Sherwood Shipping Corp. (“Sherwood”) and AIG Commercial Equipment Finance, Inc., a Delaware corporation (together with its successors and assigns, “Lender”).WHEREAS, Borrowers, Parent Guarantor and Lender are parties to that certain Loan Agreement dated February 29, 2008 (the “Original Loan Agreement,” as amended by this First Amendment and any future amendments, the “Loan Agreement”); and
