AMENDMENT NO.1 TO SHIPBUILDING CONTRACT FOR CONSTRUCTION OF ONE MULTI-PURPOSE VESSEL (HULL NO.NYHS200725)TBS International PLC • March 16th, 2011 • 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
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 April 30, 2010 RUSHMORE SHIPPING LLC as Owner BEEKMAN SHIPPING CORP. as Charterer TBS INTERNATIONAL LIMITED TBS HOLDINGS LIMITED and TBS INTERANTIONAL PUBLIC LIMITED COMPANY as Guarantors FIFTH AMENDATORY AGREEMENT Amending and...Fifth Amendatory Agreement • May 10th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
WHEREAS, the Owner, the Charterer and the Guarantors are parties to a bareboat charter party dated as of January 24, 2007, as amended and supplemented by the First Amendatory Agreement thereto dated as of March 26, 2009, the Second Amendatory Agreement thereto dated as of April 16, 2009, the Third Amendatory Agreement thereto dated as of December 31, 2009, and the Fourth Amendatory Agreement thereto dated as of January 12, 2010 (as so amended and supplemented, the “Charter”).
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...Fourth Amendatory Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
ContractShare Unit Award Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • Delaware
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 27, 2011 among ALBEMARLE MARITIME CORP. ARDEN MARITIME CORP. AVON MARITIME CORP. BIRNAM MARITIME CORP. BRISTOL MARITIME CORP. CHESTER SHIPPING CORP. CUMBERLAND NAVIGATION CORP. DARBY...Credit Agreement • April 8th, 2011 • TBS International PLC • Deep sea foreign transportation of freight • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of January 27, 2011, among 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, and each other Person that becomes a party hereto as a “Borrower” pursuant to
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).
AS AMENDEDLoan Agreement • May 11th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
which the Agent may, by notice to the Borrowers, reasonably specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.
September 30, 2010TBS International PLC • October 1st, 2010 • Deep sea foreign transportation of freight
RE: Bareboat Charter Party dated as of January 24, 2007 (as amended and supplemented, the “Charter”) among Rushmore Shipping LLC as Owner (the “Owner”), Beekman Shipping Corp. as Charterer (the “Charterer”), and the Guarantors named therein in respect of the Panamanian registered and Philippines bareboat registered LAGUNA BELLE
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,...Third Amendatory Agreement • March 16th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
Date 27 January 2011 CLAREMONT SHIPPING CORP. and YORKSHIRE SHIPPING CORP. as joint and several Borrowers - and - TBS INTERNATIONAL LIMITED as Guarantor - and - TBS INTERNATIONAL PUBLIC LIMITED COMPANY as New Guarantor - and - CREDIT SUISSE AG as LenderSupplemental Agreement • January 31st, 2011 • TBS International PLC • Deep sea foreign transportation of freight
SECOND AMENDMENT TO FORBEARANCE AGREEMENT dated as of December 23, 2010Forbearance Agreement • December 27th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • New York
Reference is hereby made to: (a) those certain extensions of credit made pursuant to and as evidenced by, inter alia, that certain Amended and Restated Credit Agreement, dated as of March 26, 2008 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among Albemarle Maritime Corp. and each of the other entities identified on the signature pages thereof as Borrowers, TBS International plc and TBS International Limited, as guarantors (collectively, “Holdings”), TBS Shipping Services Inc., as Administrative Borrower, each of the financial institutions party thereto as lenders, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Citibank, N.A. and DVB Group Merchant Bank (Asia) Ltd., as co-Syndication Agents, TD Banknorth, N.A., as Documentation Agent and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager; (b) those certain interest rate swap transactions (collectively, the “Tran
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 2008TBS International PLC • March 16th, 2010 • 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,...Second Amendatory Agreement • 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”);
TBS INTERNATIONAL PLC AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN FORM OF RESTRICTED SHARE AWARD AGREEMENTRestricted Share Award Agreement • May 10th, 2011 • TBS International PLC • Deep sea foreign transportation of freight • Delaware
RESTRICTED SHARE AWARD AGREEMENT (this “Agreement”) dated as of [DATE] (the “Issue Date”) between TBS INTERNATIONAL PLC (the “Company”), and [PARTICIPANT] (the “Participant”).
Rushmore Shipping LLCTBS International PLC • November 15th, 2010 • Deep sea foreign transportation of freight
RE: Bareboat Charter Party dated as of January 24, 2007 (as amended and supplemented, the “Charter”) among Rushmore Shipping LLC as Owner (the “Owner”), Beekman Shipping Corp. as Charterer (the “Charterer”), and the Guarantors named therein in respect of the Panamanian registered and Philippines bareboat registered LAGUNA BELLE
September 7, 2011TBS International PLC • September 8th, 2011 • Deep sea foreign transportation of freight
RE: Bareboat Charter Party dated as of January 24, 2007 (as amended and supplemented, the “Charter”) among Rushmore Shipping LLC as Owner (the “Owner”), Beekman Shipping Corp. as Charterer (the “Charterer”), and the Guarantors named therein in respect of the Panamanian registered and Philippines bareboat registered LAGUNA BELLE
Date 27 January 2011 GRAINGER MARITIME CORP. as Borrower - and - TBS INTERNATIONAL LIMITED as Guarantor 1 - and - TBS WORLDWIDE SERVICES INC. as Guarantor 2 - and - TBS HOLDINGS LIMITED as Guarantor 3 - and - TBS INTERNATIONAL PUBLIC LIMITED COMPANY...Supplemental Agreement • January 31st, 2011 • TBS International PLC • Deep sea foreign transportation of freight
Adirondack Shipping LLCTBS International PLC • December 27th, 2010 • Deep sea foreign transportation of freight
RE: Bareboat Charter Party dated as of January 24, 2007 (as amended and supplemented, the “Charter”) among Adirondack Shipping LLC as Owner (the “Owner”), Fairfax Shipping Corp. as Charterer (the “Charterer”), and the Guarantors named therein in respect of the Panamanian registered and Philippines bareboat registered SEMINOLE PRINCESS
FORBEARANCE AGREEMENT dated as of September 7, 2011Forbearance Agreement • September 8th, 2011 • TBS International PLC • Deep sea foreign transportation of freight • New York
Reference is hereby made to: (a) those certain extensions of credit made pursuant to and as evidenced by, inter alia, that certain Second Amended and Restated Credit Agreement, dated as of January 27, 2011 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among Albemarle Maritime Corp. and each of the other entities identified on the signature pages thereof as Borrowers, TBS International plc and TBS International Limited, as guarantors (collectively, “Holdings”), TBS Shipping Services Inc., as Administrative Borrower, each of the financial institutions party thereto as lenders (collectively, the “Lenders”), Bank of America, N.A., as administrative agent (the “Administrative Agent”), Citibank, N.A. and DVB Group Merchant Bank (Asia) Ltd., as co-Syndication Agents, TD Banknorth, N.A., as Documentation Agent and Merrill Lynch Pierce Fenner & Smith Inc., as Sole Lead Arranger and Sole Book Manager; and (b) those certain int
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...Second Amendatory 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”).
Rushmore Shipping LLCTBS International PLC • January 31st, 2011 • Deep sea foreign transportation of freight
RE: Bareboat Charter Party dated as of January 24, 2007 (as amended and supplemented, the “Charter”) among Rushmore Shipping LLC as Owner (the “Owner”), Beekman Shipping Corp. as Charterer (the “Charterer”), and the Guarantors named therein in respect of the Panamanian registered and Philippines bareboat registered LAGUNA BELLE
To : (1) TBS International plcTBS International PLC • November 15th, 2010 • Deep sea foreign transportation of freight
To : (1) TBS International plcFacility Agreement • October 1st, 2010 • TBS International PLC • Deep sea foreign transportation of freight
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 September 7, 2011 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...Forbearance Agreement and Waiver • September 8th, 2011 • TBS International PLC • 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, as amended by a First Amendatory Agreement dated as of March 23, 2009, a Second Amendatory Agreement dated as of December 31, 2009, a Third Amendatory Agreement dated as of January 11, 2010, a Fourth Amendatory Agreement dated as of April 30, 2010, a Fifth Amendatory Agreement dated as of January 27, 2011 and a Sixth Amendatory Agreement dated as of April 15, 2011 (the “Sixth Amendatory Agreement”) (as so amended, the “Loan Agreement”).
Dated: as of April 15, 2011 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...Sixth Amendatory Agreement • May 10th, 2011 • TBS International PLC • Deep sea foreign transportation of freight
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, as amended by a First Amendatory Agreement dated as of March 23, 2009, a Second Amendatory Agreement dated as of December 31, 2009, a Third Amendatory Agreement dated as of January 11, 2010, a Fourth Amendatory Agreement dated as of April 30, 2010 and a Fifth Amendatory Agreement dated as of January 27, 2011 (as so amended, the “Loan Agreement”).
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...Third Amendatory 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”).
Adirondack Shipping LLCTBS International PLC • January 31st, 2011 • Deep sea foreign transportation of freight
RE: Bareboat Charter Party dated as of January 24, 2007 (as amended and supplemented, the “Charter”) among Adirondack Shipping LLC as Owner (the “Owner”), Fairfax Shipping Corp. as Charterer (the “Charterer”), and the Guarantors named therein in respect of the Panamanian registered and Philippines bareboat registered SEMINOLE PRINCESS
TBS INTERNATIONAL AMENDED AND RESTATED 2005 EQUITY INCENTIVE PLAN FORM OF BONUS SHARE AWARD AGREEMENTBonus Share Award Agreement • November 9th, 2010 • TBS International PLC • Deep sea foreign transportation of freight • Delaware
BONUS SHARE AWARD AGREEMENT (this “Agreement”) dated as of [DATE] (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).
FORBEARANCE AGREEMENT dated as of September 30, 2010Forbearance Agreement • October 1st, 2010 • TBS International PLC • Deep sea foreign transportation of freight • New York
Reference is hereby made to: (a) those certain extensions of credit made pursuant to and as evidenced by, inter alia, (i) that certain Amended and Restated Credit Agreement, dated as of March 26, 2008 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”), among Albemarle Maritime Corp. and each of the other entities identified on the signature pages thereof as Borrowers, TBS International plc and TBS International Limited, as guarantors (collectively, “Holdings”), TBS Shipping Services Inc., as Administrative Borrower, each of the financial institutions party thereto as lenders, Bank of America, N.A., as Administrative Agent (the “Administrative Agent”), Citibank, N.A. and DVB Group Merchant Bank (Asia) Ltd., as co-Syndication Agents, TD Banknorth, N.A., as Documentation Agent and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager; and (b) those certain interest rate swap transactions (collectively, t
September 30, 2010TBS International PLC • October 1st, 2010 • Deep sea foreign transportation of freight
DVB GROUP MERCHANT BANK (ASIA) LTD.TBS International PLC • December 27th, 2010 • Deep sea foreign transportation of freight
SUPPLEMENTAL LETTER TO THE LOAN AGREEMENTLoan Agreement • May 10th, 2010 • TBS International PLC • Deep sea foreign transportation of freight
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, a waiver letter dated 24 March 2009, an extension of waiver letter dated 22 December 2009, a supplemental agreement dated 8 January 2010 and a further extension of waiver letter dated 31 March 2010 (together 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)TBS International PLC • March 16th, 2010 • 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:-
