ARGYLE MARITIME CORP. , CATON MARITIME CORP. , DORCHESTER MARITIME CORP. , LONGWOODS MARITIME CORP. , McHENRY MARITIME CORP. and SUNSWYCK MARITIME CORP. , each a company incorporated in the Marshall Islands whose registered office is at Trust Company Complex, Ajeltake Island, Majuro, Marshall Islands MH96960 as Joint and Several Borrowers ;

(2)

TBS INTERNATIONAL LIMITED , a company incorporated in Bermuda whose principal office is at Suite 306, Commerce Building, One Chancery Lane, Hamilton HM12, Bermuda as Corporate Guarantor ;

(3)

THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders ;

(4)

THE ROYAL BANK OF SCOTLAND PLC as Mandated Lead Arranger ;

(5)

THE ROYAL BANK OF SCOTLAND PLC as Bookrunner ;

(6)

THE ROYAL BANK OF SCOTLAND PLC as Agent ;

(7)

THE ROYAL BANK OF SCOTLAND PLC as Security Trustee ; and

(8)

THE ROYAL BANK OF SCOTLAND PLC as Swap Bank .

BACKGROUND

(A)

By a loan agreement dated 29 March 2007 as amended by a side letter dated 26 March 2008 and made between (i) the Borrowers, (ii) the Lenders, (iii) the Mandated Lead Arrangers, (iv) the Bookrunner, (v) the Agent, (vi) the Security Trustee and (vii) the Swap Bank, the Lenders have made available to the Borrowers a facility of US$150,000,000.

(B)	By a master agreement dated 29 March 2007 and made between the Borrowers and the Swap Bank the Borrowers may enter into certain transactions.

(C)

This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date, at the request of the Security Parties to waive certain covenants in the Loan Agreement on the terms and conditions set out herein and to the consequential amendment of the Loan Agreement, the Master Agreement and the other Finance Documents in connection with those matters.

IT IS AGREED as follows:

1	INTERPRETATION

1.1

Defined expressions. Words and expressions defined in the Loan Agreement, the Master Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.

1.2

Definitions. In this Agreement, unless the contrary intention appears:

“ Amendment Fee Letter ” means the letter dated on or about the date of this Agreement between the Agent and the Borrowers setting out the fees referred to in Clause 20.1(b), (c), (d), (e), (f) and (g);

“ Corporate Guarantee Supplement” means a letter supplemental to the Corporate Guarantee executed or to be executed by the Corporate Guarantor in favour of the Security Trustee substantially in the form set out in Appendix 1;

“ Covenant Waiver Period ” means the period commencing on the date of this Agreement and ending on 1 January 2010 (or such later date as the Agent may with the authorisation of the Lenders, agree with the Borrowers);

“ Effective Date ” means the date on which the conditions precedent in Clause 3 are satisfied;

“ Loan Agreement ” means the loan agreement referred to in Recital (A) ; and

“ Master Agreement ” means the master agreement referred to in Recital (B) .

1.3

Application of construction and interpretation provisions of Loan Agreement. Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.

2	AGREEMENT OF THE CREDITOR PARTIES

2.1

Agreement of the Lenders. The Lenders agree, subject to and upon the terms and conditions of this Agreement, to the amendments to the Loan Agreement, the Master Agreement and the Finance Documents as set out in Clause 5 .

2.2

Agreement of the Creditor Parties. The Creditor Parties agree, subject to and upon the terms and conditions of this Agreement, to the consequential amendment of the Loan Agreement, the Master Agreement and the other Finance Documents in connection with the matters referred to in Clause 2.1 .

2.3

Agreement of the Borrowers and the Corporate Guarantor. The Borrowers and the Corporate Guarantor hereby agree to the amendments to the Loan Agreement, the Master Agreement and the Finance Documents as set out in Clause 5 .

2.4

Effective Date. The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 and 2.2 shall have effect on and from the Effective Date.

3	CONDITIONS PRECEDENT

3.1

General. The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 and 2.2 is subject to the fulfilment of the conditions precedent in Clause 3.2 .

3.2

Conditions precedent. The conditions referred to in Clause 3.1 are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before 6 April 2009 or such later date as the Agent may agree with the Borrowers and the other Security Parties:

(a)	documents of the kind specified in Schedule 3, Part A, paragraphs 2, 3, 4 and 5 of the Loan Agreement as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement and the Corporate Guarantee Supplement;

(b)	a duly executed original of this Agreement and the Corporate Guarantee Supplement duly executed by the parties to it;

(c)	evidence that the provisions of clause 9.1(d) and 9.1(e) of the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, are complied with both as at the date of this Agreement and the Effective Date; and

(d)	any further opinions, consents, agreements and documents in connection with this Agreement, the Master Agreement and the Finance Documents which the Agent may request by notice to the Borrowers and the Security Parties prior to the Effective Date.

4	REPRESENTATIONS AND WARRANTIES

4.1

Repetition of Loan Agreement representations and warranties. The Borrowers represent and warrant to the Creditor Parties that the representations and warranties in clause 10 of the Loan Agreement, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement and the Effective Date with reference to the circumstances now and then existing.

4.2

Repetition of Finance Document representations and warranties. The Borrowers and each of the Security Parties represent and warrant to the Creditor Parties that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party, as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement, remain true and not misleading if repeated on the date of this Agreement and the Effective Date with reference to the circumstances now and then existing.

5	AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS

5.1

Specific amendments to Loan Agreement. With effect on and from the Effective Date the Loan Agreement shall be, and shall be deemed by this Agreement to be, amended as follows:

(a)	the definition of Margin in clause 1.1 shall be deleted and replaced with the following:

“ Margin ” means in relation to each Loan three point five per cent. (3.5%) per annum;”;

(b)	so that Schedule 5 of the Loan Agreement is deleted and replaced with the amended schedule appended to this Agreement in Appendix II;

(c)	clause 8.4(a) shall be amended so that the words “or in the event that a Loan is being prepaid the amount of that Loan then outstanding” are inserted at the end;

(d)	a new clause 8.14 shall be inserted at the end of clause 8 as follows:

“8.14

Prepayment due to refinancing. In the event that the Borrowers prepay the Loan Facility or any part thereof as a result of a refinancing arranged by a financial institution other than the Agent, the Borrowers shall pay to the Agent (for the account of the Lenders) a prepayment fee of one per cent. (1%) of the amount being prepaid such prepayment fee to be paid on the same date as the amount being prepaid.”;

(e)

so that the financial covenants set out in paragraphs (a), (b), (c) and (d) of Schedule 8 and referred to in clause 11.18 shall not apply during the Covenant Waiver Period and so that on the next succeeding Business Day following the last day of the Covenant Waiver Period the Borrowers shall provide a compliance certificate in the form set out in Schedule 9 confirming that the Financial Covenants set out in Schedule 8 as amended by this Agreement have been complied with during the last financial quarter;

(f)	so that during the Covenant Waiver Period the Borrowers and the Corporate Guarantor undertake to comply with the financial covenants and the undertakings set out in Schedule 2 of this Agreement;

(g)	so that the minimum required security cover set out in clause 15.1 shall be reduced from One hundred and twenty five per cent. (125%) to One hundred per cent. (100%) during the Covenant Waiver Period;

(h)

so that during the Covenant Waiver Period, the Lenders shall not be required to make an Advance if the Loans relating to Ships which have not yet been delivered (but including the Advance being requested by the Borrowers) exceed 75% of (i) the aggregate Contract Value of the Ships and (ii) the net realisable value of any additional security provided under the Loan Agreement as amended by this Agreement and for the purpose of this Clause, “ Contract Value ” shall mean:

the market value of a Ship at any date based on the acquisition price of the rights and obligations under the Shipbuilding Contract relating to that Ship or a ship of a similar size and type and due to be delivered at the same time as that Ship as shown by a valuation prepared as at a date not more than 10 Business Days previously by an independent international sale and purchase shipbroker which the Agent has approved for the purpose and after deducting the estimated amount of usual and reasonable expenses which would be incurred in connection with such a sale;

(i)	clauses 20.1 (b) to (g) shall be deleted and replaced with the following:

“(b)

quarterly in arrears during the period from (and including) 27 March 2009 to the earlier of (i) the Drawdown Date in relation to the Loan A Delivery Advance and (ii) 31 May 2009 (or such later date as the Agent, in its sole and absolute discretion shall agree) and on the last day of that period a commitment fee at the rate of One point five per cent. (1.5%) per annum on the undrawn balance of Loan A;

(c)

quarterly in arrears during the period from (and including) 27 March 2009 to the earlier of (i) the Drawdown Date in relation to the Loan B Delivery Advance and (ii) 30 November 2009 (or such later date as the Agent, in its sole and absolute discretion shall agree) and on the last day of that period a commitment fee at the rate of One point five per cent. (1.5%) per annum on the undrawn balance of Loan B;

(d)

quarterly in arrears during the period from (and including) 27 March 2009 to the earlier of (i) the Drawdown Date in relation to the Loan C Delivery Advance and (ii) 30 April 2010 (or such later date as the Agent, in its sole and absolute discretion shall agree) and on the last day of that period a commitment fee at the rate of One point five per cent. (1.5%) per annum on the undrawn balance of Loan C;

(e)

quarterly in arrears during the period from (and including) 27 March 2009 to the earlier of (i) the Drawdown Date in relation to the Loan D Delivery Advance and (ii) 31 August 2010 (or such later date as the Agent, in its sole and absolute discretion shall agree) and on the last day of that period a commitment fee at the rate of One point five per cent. (1.5%) per annum on the undrawn balance of Loan D;

(f)

quarterly in arrears during the period from (and including) 27 March 2009 to the earlier of (i) the Drawdown Date in relation to the Loan E Delivery Advance and (ii) 30 June 2010 (or such later date as the Agent, in its sole and absolute discretion shall agree) and on the last day of that period a commitment fee at the rate of One point five per cent. (1.5%) per annum on the undrawn balance of Loan E;

(g)

quarterly in arrears during the period from (and including) 27 March 2009 to the earlier of (i) the Drawdown Date in relation to the Loan F Delivery Advance and (ii) 31 October 2010 (or such later date as the Agent, in its sole and absolute discretion shall agree) and on the last day of that period a commitment fee at the rate of One point five per cent. (1.5%) per annum on the undrawn balance of Loan F”;”

(j)	clause 1.1 shall be amended to include the definition of Amendment Fee Letter;

(k)	the definition of “Finance Documents” in clause 1.1 of the Loan Agreement shall be amended to include the Amendment Fee Letter; and

(l)	the definitions of “Consolidated Interest Charges Coverage Ratio”, “Consolidated EBITDA” and “Consolidated Interest Charges” in Schedule 8 shall be deleted and replaced with the following:

““ Consolidated Interest Charges Coverage Ratio ” means, at any date of determination, the ratio of (a) the result of (i) Consolidated EBITDA less (ii) the sums of Federal, State, local and foreign income taxes paid in cash for the most recently completed Measurement Period to (b) Consolidated Interest Charges for the most recently completed Measurement Period.

“ Consolidated EBITDA ” means, at any date of determination, an amount equal to Consolidated Net Income of Holdings and its Subsidiaries on a consolidated basis for the most recently completed Measurement Period, plus (a) the following to the extent deducted in calculating such Consolidated Net Income (and without duplication): (i) Consolidated Interest Charges, (ii) the provision for Federal, state, local and foreign income taxes payable, (iii) depreciation and amortization expense, (iv) net losses from the sales of vessels as permitted under this Agreement and (v) any noncash impairment charges incurred during each fiscal year of Holdings and its Subsidiaries ending December 31, 2008 and December 31, 2009 in respect of any of Holdings’ or its Subsidiaries’ goodwill and Vessels, (in each case of or by Holdings and its Subsidiaries for such Measurement Period) and minus (b) the following to the extent included in calculating such Consolidated Net Income, all net gains from the sales of vessels as permitted under this Agreement (in each case of or by Holdings and its Subsidiaries for such Measurement Period); provided that, to the extent characterized as interest on the income statements of Holdings and its Subsidia

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