dated 6 February 2014 STAR CHALLENGER I LLC and STAR CHALLENGER II LLC as joint and several Borrowers and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and HSH NORDBANK AG as Agent, Mandated Lead Arranger, Swap Bank and Security...Loan Agreement • March 21st, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page 1 Interpretation 1 2 Facility 17 3 Position of the Lenders and Swap Bank 17 4 Drawdown 18 5 Interest 19 6 Interest Periods 21 7 Default Interest 22 8 Repayment and Prepayment 23 9 Conditions Precedent 26 10 Representations and Warranties 27 11 General Undertakings 30 12 Corporate Undertakings 35 13 Insurance 36 14 Ship Covenants 40 15 Security Cover 47 16 Payments and Calculations 48 17 Application of Receipts 50 18 Application of Earnings; Swap Payments 51 19 Events of Default 54 20 Fees and Expenses 59 21 Indemnities 60 22 No Set-Off or Tax Deduction 63 23 Illegality, etc. 64 24 Increased Costs 64 25 Set-Off 66 26 Transfers and Changes in Lending Offices 67 27 Variations and Waivers 71 28 Notices 73 29 Joint and Several Liability 74 30 Supplemental 75 31 Law and Jurisdiction 76
Date 20 January 2011 STAR BULK CARRIERS CORP. as Borrower -and – CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK as LenderLoan Agreement • March 31st, 2011 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
relating to a US$70,000,000 term loan facility to provide pre and post delivery finance in respect of the construction and acquisition of two Capesize bulk carriers having builder’s Hull nos. PN063 and PN064, currently under construction in Philippines by Hhic-Phil Inc., a subsidiary of Hanjin Heavy Industries, Korea
Dated 14 March 2014 US$39,000,000 TERM LOAN FACILITY STAR SIRIUS LLC and STAR VEGA LLC as joint and several Borrowers and STAR BULK CARRIERS CORP. as Parent Guarantor and DEUTSCHE BANK AG FILIALE DEUTSCHLANDGESCHAFT as Arranger and DEUTSCHE BANK AG...Term Loan Facility • March 21st, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page Section 1 Interpretation 2 1 Definitions and Interpretation 2 Section 2 The Facility 22 2 The Facility 22 3 Purpose 22 4 Conditions of Utilisation 22 Section 3 Utilisation 24 5 Utilisation 24 Section 4 Repayment, Prepayment and Cancellation 25 6 Repayment 25 7 Repayment and Cancellation 25 Section 5 Costs of Utilisation 29 8 Interest 29 9 Interest Periods 32 10 Changes to the Calculation of Interest 32 11 Fees 34 Section 6 Additional Payment Obligations 35 12 Tax Gross Up and Indemnities 35 13 Increased Costs 39 14 Other Indemnities 41 15 Mitigation by the Finance Parties 43 16 Costs and Expenses 43 Section 7 Guarantees and Joint and Several Liability of Borrowers 45 17 Guarantee and Indemnity — Parent Guarantor 45 18 Joint and Several Liability of the Borrowers 47 Section 8 Representations, Undertakings and Events of Default 50 19 Representations 50 20 Information Undertakings 56 21 Financial Covenants 59 22 General Undertakings 62 23 Insurance Undertakings 67 24 General S
ContractVoting Agreement • December 14th, 2023 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • Delaware
VOTING AGREEMENT dated as of December 11, 2023 (this “Agreement”), among Star Bulk Carriers Corp., a Republic of the Marshall Islands corporation (“Parent”), and the person named on the signature page hereto (“Shareholder”).
PURCHASE AGREEMENTPurchase Agreement • May 2nd, 2013 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This Purchase Agreement (this "Agreement"), dated as of May 1, 2013, is entered into by and between Star Bulk Carriers Corp., a Marshall Islands corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the "Company"), and the Persons set forth on Schedule I hereto (the "Purchasers" and each, a "Purchaser").
REGISTRATION RIGHTS AGREEMENT BY AND AMONG STAR BULK CARRIERS CORP. AND THE OTHER PARTIES LISTED ON SCHEDULE I HERETO Dated as of May 1, 2013Registration Rights Agreement • September 13th, 2013 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (the "Agreement"), is made, entered into and effective May 1, 2013 by and between Star Bulk Carriers Corp., a Marshall Islands corporation (including any of its successors by merger, acquisition, reorganization, conversion or otherwise, the "Company"), and the Persons set forth on Schedule I hereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in Section 1.01.
ContractMemorandum of Agreement • March 14th, 2007 • Star Bulk Carriers Corp. • London
MEMORANDUM OF AGREEMENT Dated: January 12, 2007 Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO)in 1956. Code-name SALEFORM 1993 Revised 1966,1983 and 1986/87.
MEMORANDUM OF AGREEMENT Dated: January 12, 2007 Norwegian Shipbrokers* Association’s Memo-randum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956. Code-name SALEFORM 1993 Revised...Memorandum of Agreement for Sale and Purchase of Ships • March 14th, 2007 • Star Bulk Carriers Corp. • London
As security for the correct fulfilment of this Agreement the Buyers shall pay a deposit of 10 % (ten per cent) of the Purchase Price within __________________ banking days from the date of this Agreement. This deposit shall be placed with ___________________________________________________________ and held by them in a joint account for the Sellers and the Buyers, to be released in accordance with joint written instructions of the Sellers and the Buyers. Interest, if any, to be credited to the Buyers. Any fee charged for holding the said deposit shall be borne equally by the Sellers and the Buyers.
ContractLoan Agreement • March 21st, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Dated 1 July 2013 STAR BULK CARRIERS CORP. as Borrower and THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders and COMMERZBANK AG as Agent and as Security Trustee and COMMERZBANK AG as Swap Bank LOAN AGREEMENT relating to a term loan facility of up to US$85,490,000 to finance in full certain existing indebtedness secured on m.v.'s "STAR AURORA", "STAR DELTA", "STAR EPSILON", "STAR GAMMA", "STAR THETA" and "STAR ZETA" Watson, Farley & Williams
INTRODUCTIONMerger Agreement • September 8th, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
On July 11, 2014, pursuant to an Agreement and Plan of Merger (as amended from time to time, the “Merger Agreement”), dated as of June 16, 2014, among Star Bulk Carriers Corp. (the “Company”), two merger subsidiaries of the Company, Oaktree OBC Holdings LLC (the “Oaktree Holdco”), Millennia Limited Liability Company (the “Pappas Holdco”), Oaktree Dry Bulk Holdings LLC (the “Oaktree Seller”) and Millennia Holdings LLC (the “Pappas Seller” and, together with the Oaktree Seller, the “Sellers”), the parties thereto completed a transaction that resulted in a merger (the “Merger”) of the Oaktree Holdco and the Pappas Holdco into the two merger subsidiaries of the Company.
Star Bulk Carriers Corp. 11,976,745 Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2016 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
The Lock-Up Period will commence on the date hereof and continue until, and include, the date that is 60 days after the date of the final prospectus relating to the Public Offering.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 2nd, 2021 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This Registration Rights Agreement (this "Registration Rights Agreement") is made and entered into February 2, 2021, by and among Star Bulk Carriers Corp., a Marshall Islands corporation (the "Company"), and Scorpio Bulkers Inc., a Marshall Islands corporation ("SALT").
STAR BETA LLCLoan Facility Agreement • February 12th, 2009 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
ContractSecond Supplemental Indenture • November 13th, 2017 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This SECOND SUPPLEMENTAL INDENTURE (the “Second Supplemental Indenture”), dated as of November 9, 2017, between STAR BULK CARRIERS CORP., a corporation duly organized and existing under the laws of the Republic of The Marshall Islands (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
GOVERNMENT FORMTime Charter • July 19th, 2007 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
This Charter Party, made and concluded in Athens 26th day of February 192007 Between STAR IOTA INC OF MAJURO, MARSHALL ISLANDS Owners to be Owners of the good Panama flag Steamship/Motorship “Mommy Duckling” TBRN “Star Iota” of of 45,773 tons gross register, and 24,230 tons net register, having engines of indicated horse power and with hull, cargo spaces, machinery and equipment in a thoroughly efficient state, and classed BV at of about 2,993,694.9 cubic feet grain bale capacity, and about 78,585 metric tons (See Clause 31) of 2240 lbs. deadweight all told capacity (cargo and bunkers, including fresh water and stores approximately 400 MT excluding fresh water not exceeding one and half percent of ship’s deadweight capacity.
Dated 10 June 2009 STAR BULK CARRIERS CORP. as Borrower STAR EPSILON LLC STAR GAMMA LLC STAR DELTA LLC STAR THETA LLC and STAR ZETA LLC as Existing Owners -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Appendix 1 as Lenders -and- COMMERZBANK AG...First Supplemental Agreement • March 31st, 2011 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page 1 DEFINITIONS 1 2 REPRESENTATIONS AND WARRANTIES 3 3 AGREEMENT OF THE CREDITOR PARTIES 4 4 CONDITIONS 4 5 VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS 6 6 CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS 10 7 EXPENSES 10 8 COMMUNICATIONS 11 9 SUPPLEMENTAL 11 10 LAW AND JURISDICTION 11 SCHEDULE 1 LENDERS 12 SCHEDULE 2 DETAILS OF INITIAL CHARTERPARTIES 13
AMENDMENT NO. 3 TO AMENDED AND RESTATEDRegistration Rights Agreement • March 21st, 2019 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This Amendment No. 3 to the Amended and Restated Registration Rights Agreement (“Amendment”), dated as of August 3, 2018, further amends that certain Amended and Restated Registration Rights Agreement, dated as of July 11, 2014 (the “Agreement”), by and among Star Bulk Carriers Corp., a Marshall Islands corporation (the “Company”), and the Persons party thereto, as amended by Amendment No. 1, dated as of August 28, 2014 and Amendment No. 2, dated as of May 15, 2017. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement.
SHARE PURCHASE AGREEMENT, dated as of June 16, 2014, among STAR BULK CARRIERS CORP., MIRACH SHIPPING COMPANY LIMITED, BLUESEA INVEST AND HOLDING LIMITED and MIRABEL SHIPHOLDING & INVEST LIMITEDShare Purchase Agreement • June 16th, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
SHARE PURCHASE AGREEMENT, dated as of June 16, 2014 (this “Agreement”), among Star Bulk Carriers Corp., a Marshall Islands corporation (“Parent”), Mirabel Shipholding & Invest Limited, a company limited by shares incorporated under the laws of the British Virgin Islands with BVI company number 1785399 (the “Holdco”), Mirach Shipping Company Limited, a company limited by shares incorporated under the laws of the British Virgin Islands with BVI company number 1719641 (the “Dioriga Seller”), and Bluesea Invest and Holding Limited, a company limited by shares incorporated under the laws of the British Virgin Islands with BVI company number 1776697 (the “Positive Shipping Seller” and, together with the Dioriga Seller, each a “Seller” and collectively, the “Sellers”).
HSH NORDBANKLoan Agreement • April 16th, 2009 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
MASTER AGREEMENTMaster Agreement • February 5th, 2021 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • London
Trust Company Complex Ajeltake Road Ajeltake Island Majuro The Marshall Islands MH 96960Loan Agreement • June 30th, 2008 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
We refer to the Loan Agreement. Words and expressions defined in the Loan Agreement shall have the same meanings when used in this Letter.
MANAGEMENT AGREEMENTManagement Agreement • May 24th, 2007 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
ContractLoan Agreement • March 20th, 2013 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
To: Star Big LLC Star Mega LLC and Star Bulk Carriers Corp. c/o Star Bulk Management Inc. 40 Ag. Konstantinou Str 151 24 Maroussi Athens Greece 29th January 2013
Dated 29 September 2010 STAR BULK CARRIERS CORP. as Borrower -and- STAR COSMO LLC as Owner -and- PIRAEUS BANK A.E. as Lender FIRST SUPPLEMENTAL AGREEMENT in relation to a Loan Agreement dated 1 July 2008 (as amended and restated by an amending and...First Supplemental Agreement • March 31st, 2011 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page 1 DEFINITIONS 1 2 REPRESENTATIONS AND WARRANTIES 2 3 LENDER’S AGREEMENT 3 4 CONDITIONS 3 5 VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS 4 6 CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS 6 7 EXPENSES 6 8 COMMUNICATIONS 6 9 SUPPLEMENTAL 6 10 LAW AND JURISDICTION 6 EXECUTION PAGE 8
SUPPLEMENTAL AGREEMENTSupplemental Agreement • March 14th, 2007 • Star Bulk Carriers Corp. • New York
This Supplemental Agreement is entered into as of this 12th day of January, 2007 by and among (i) Star Maritime Acquisition Corp. ("Star Maritime"), a Delaware corporation, (ii) Star Bulk Carriers Corp. ("Star Bulk"), a Marshall Islands corporation wholly-owned by Star Maritime, for itself individually and for/on behalf of each of the Buyers (as hereinafter defined), and (iii) TMT Co., Ltd. ("TMT"), a Taiwan corporation, for itself individually and for/on behalf of each of the Sellers (as hereinafter defined).
Dated 27 January 2010 STAR BULK CARRIERS CORP. as Borrower STAR EPSILON LLC STAR GAMMA LLC STAR DELTA LLC STAR THETA LLC and STAR ZETA LLC as Owners -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Appendix 1 as Lenders -and- COMMERZBANK AG as...Loan Agreement • March 31st, 2011 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page 1 DEFINITIONS 2 2 REPRESENTATIONS AND WARRANTIES 2 3 AGREEMENT OF THE CREDITOR PARTIES 3 4 CONDITIONS 4 5 VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS 4 6 CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS 7 7 EXPENSES 7 8 COMMUNICATIONS 8 9 SUPPLEMENTAL 8 10 LAW AND JURISDICTION 8 SCHEDULE 1 LENDERS 9 SCHEDULE 2 DETAILS OF INITIAL CHARTERPARTIES 10
AMENDMENT NO. 1 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 3rd, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This Amendment No. 1 to the Amended and Restated Registration Rights Agreement ("Amendment"), dated as of August 28, 2014, amends that certain Amended and Restated Registration Rights Agreement, dated July 11, 2014 (the "Agreement"), by and among Star Bulk Carriers Corp., a Marshall Islands corporation (the "Company"), and the Persons party thereto. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement.
AMENDMENT NO. 2 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 21st, 2019 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This Amendment No. 2 to the Amended and Restated Registration Rights Agreement (“Amendment”), dated as of May15, 2017, further amends that certain Amended and Restated Registration Rights Agreement, dated July 11, 2014 (the “Agreement”), by and among Star Bulk Carriers Corp., a Marshall Islands corporation (the “Company”), and the Persons party thereto, as amended by Amendment No. 1, dated as of August 28, 2014, by and between Company and Excel Maritime Carriers Ltd.. Unless otherwise indicated, capitalized terms used herein shall have the meanings ascribed to such terms in the Agreement.
Star Bulk Carriers Corp. 8.00% Senior Notes due 2019 UNDERWRITING AGREEMENTUnderwriting Agreement • November 7th, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
Reference is made to the Underwriting Agreement between Star Bulk Carriers Corp., a Marshall Islands corporation (the “Company”) and Morgan Stanley & Co. LLC, as representative of the several underwriters (the “Underwriters”), dated October 30, 2014 (the “Underwriting Agreement”). Capitalized terms used herein without definition have the meanings ascribed to them in the Underwriting Agreement.
MASTER AGREEMENTMaster Agreement • March 14th, 2007 • Star Bulk Carriers Corp. • New York
THIS MASTER AGREEMENT, dated as of January 12, 2007 (this “Agreement”), is made by and among TMT CO., LTD., a Taiwan corporation (the “Seller”), STAR BULK CARRIERS CORP., a Marshall Islands corporation (the “Buyer”), and STAR MARITIME ACQUISITION CORP., a Delaware corporation (“Star Maritime”).
AMENDMENT NO. 2 TO MASTER AGREEMENTMaster Agreement • October 12th, 2007 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Reference is made to the MASTER AGREEMENT dated as of January 12, 2007 (the "Master Agreement") by and among TMT CO., LTD., a Taiwan corporation (the "Seller"), STAR BULK CARRIERS CORP., a Marshall Islands corporation (the "Buyer"), and STAR MARITIME ACQUISITION CORP., a Delaware corporation ("Star Maritime") as amended by the AMENDMENT to the MASTER AGREEMENT dated as of February 14, 2007.
Dated 2 April 2013 STAR BIG LLC and STAR MEGA LLC as joint and several Borrowers and STAR BULK CARRIERS CORP. as Guarantor and THE BANKS AND FINANCIAL INSTITUTIONS listed in Appendix 1 as Lenders and ABN AMRO BANK N.V. as Agent, Arranger, Swap Bank...Loan Agreement • May 2nd, 2013 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page 1 Definitions 2 2 Representations and Warranties 2 3 Agreement of the Creditor Parties 3 4 Conditions. 4 5 Variations to Loan Agreement, Guarantee and Finance Documents 5 6 Expenses 8 7 Communications 8 8 Supplemental 8 9 Law and Jurisdiction 8 Schedule 1 Lenders 9 Execution Pages 10
Dated 25 May 2009 STAR BULK CARRIERS CORP. as Borrower - and - STAR COSMO LLC as Owner - and - PIRAEUS BANK A.E. as LenderAmending and Restating Agreement • March 31st, 2011 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight
Clause Page 1 INTERPRETATION 1 2 AGREEMENT OF ALL PARTIES TO THE AMENDMENT OF THE LOAN AGREEMENT AND FINANCE DOCUMENTS 2 3 CONDITIONS PRECEDENT 2 4 REPRESENTATIONS AND WARRANTIES 2 5 AMENDMENT OF LOAN AGREEMENT 3 6 FURTHER ASSURANCES 3 7 EXPENSES 4 8 NOTICES 4 9 SUPPLEMENTAL 4 10 LAW AND JURISDICTION 4 SCHEDULE 1 CONDITIONS PRECEDENT DOCUMENTS 5 APPENDIX 1 FORM OF AMENDED AND RESTATED LOAN AGREEMENT MARKED TO INDICATE AMENDMENTS TO THE LOAN AGREEMENT 8
AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2014, among STAR BULK CARRIERS CORP., STAR SYNERGY LLC, STAR OMAS LLC, OAKTREE OBC HOLDINGS LLC, MILLENNIA LIMITED LIABILITY COMPANY and THE OTHER PARTIES NAMED HEREINMerger Agreement • June 16th, 2014 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2014 (this “Agreement”), among Star Bulk Carriers Corp., a Marshall Islands corporation (“Parent”), Star Synergy LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Parent (“Oaktree Holdco Merger Sub”), Star Omas LLC, a Marshall Islands limited liability company and a wholly-owned subsidiary of Parent (“Pappas Holdco Merger Sub” and, together with Oaktree Holdco Merger Sub, the “Merger Subs”), Oaktree OBC Holdings LLC, a Marshall Islands limited liability company (the “Oaktree Holdco”), Millennia Limited Liability Company, a Marshall Islands limited liability company (the “Pappas Holdco” and, together with the Oaktree Holdco, the “Oceanbulk Holdcos”), Oaktree Dry Bulk Holdings LLC, a Marshall Islands limited liability company (the “Oaktree Seller”), and Millennia Holdings LLC, a Marshall Islands limited liability company (the “Pappas Seller” and, together with the Oaktree Seller, the “Sellers”).
SUBSCRIPTION AGENT AGREEMENTSubscription Agent Agreement • May 2nd, 2013 • Star Bulk Carriers Corp. • Deep sea foreign transportation of freight • New York
This SUBSCRIPTION AGENT AGREEMENT (this "Agreement") is entered into as of April [•], 2013, by and between American Stock Transfer & Trust Company, LLC (the "Subscription Agent") and Star Bulk Carriers Corp. (the "Company").
