HSH NORDBANK
EXHIBIT 4.11
HSH
NORDBANK
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0
Xxxxxxxxxxxxx Xxxxxx
Marousi
151 25
Attn:
Messrs A. Tsirigakis and X. Xxxxxxxxxxx
10 March
2009
Dear
Sirs,
We are
pleased to provide you with our approval of the amendments to the Amended and
Restated Loan Agreement dated 18/9/2008 (the "Loan Agreement") relating to
Syndicated Term Loan Facility of an amount up to US$ 150,000,000 (originally up to
US$170,000,000), (the "Facility"). Save to the extent of amendments required to
give efficacy to this letter, all other terms of the Loan Agreement remain
Intact. If these amendments are acceptable to you, kindly revert to us by March
17, 2009 so that we may proceed with the preparation of the relevant
documentation.
BORROWER:
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Star
Bulk Carriers Corp. a NASDAQ listed company registered under the laws of
the Xxxxxxxx Islands.
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CORPORATE
GUARANTORS:
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Star
Beta LLC, Star Omicron LLC and Lamda LLC, all 3 being single-purpose
ship-owning companies and 100% subsidiaries of the Borrower and Star Delta
LLC, Star Gamma LLC, Star Epsilon LLC, Star Theta LLC and Star Zeta LLC
all 5 being single- purpose ship-owning companies and 100% subsidiaries of
the Borrower.
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VESSELS:
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M/V
Star Beta, a 1993 built, 174,700 dwt bulk carrier vessel ("Star
Beta")
M/V
Star Omicron, a 2005 built, 53,500 dwt geared bulk carrier vessel ("Star
Beta")
M/V
Sinfonla (tbr. Star Sigma), a 1991 built, 184,400 dwt bulk carrier vessel
("Star Sigma")
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COLLATERAL
VESSELS:
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M/V
Star Gama 53,100 dwt, built 2002
M/V
Star Delta 52,400 dwt, built 2000
M/V
Star Epsilon 52,400 dwt, built 2001
M/V
Star Zeta 52,994 dwt, built 2003
M/V Star Theta 52,400
dwt built 2003
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ADDITIONAL
VESSELS:
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M/V
Star Kappa a 2001 built 52,050 dwt dry bulk carrier vessel ("Star
Kappa")
M/V
Star Ypsilon a 1991 built, 150,940 dwt dry bulk carrier vessel ("Star
Ypsilon").
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ADDITIONAL
CORPORATE GUARANTORS:
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A
single-purpose ship owning company 100% owner of Star Kappa, being 100%
subsidiary of the Borrower and
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LENDERS:
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Piraeus
Bank A.E and HSH Nordbank AG
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FACILITY
AGENT:
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Piraeus
Bank A.E.
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SWAP
BANKS:
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Piraeus
Bank A.E and HSH Nordbank AG
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FACILITY: |
Syndicated
First Priority Mortgage Term Loan Facility.
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FACILITY AMOUNT: |
Current
Principal outstanding US$ 143,000,000 (One hundred forty three million
United States dollars).
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RESTRUCTURING
FEE:
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US$
50,000 to be split equally between the Lenders.
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APPLICABLE MARGIN: |
2%
per annum applicable from 1/1/2009 until 31/12/2010 or until presentation
of Compliance Certificate for the year ending 31/12/2010, whichever the
latest. For the remaining tenor until the Margin Review Date of the
Facility, 1.5% per annum. The Margin will be applied over LIBOR or the
Lenders' alternative rate for the duration the LIBOR does not represent
the Lender's cost of funding.
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ADDITIONAL SECURITY: |
Additional
security of this Facility, to be made available to the Lender, shall
Include inter alia:
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·
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First
Priority Mortgage on the Additional Vessels;
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·
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Irrevocable
and unconditional up-stream guarantee of the Additional Corporate
Guarantors;
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·
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First
Priority Assignment of all Insurances of the Additional Vessels (Including
notices of assignment thereof);
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·
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First
Priority Assignment of all the earnings of the Additional Vessels
including but not limited to specific assignment of any time charter
employment having a duration of more that 12 months and General Assignment
of earnings and requisition compensation;
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·
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Manager's
undertaking by the technical and commercial Manager of the Additional
Vessels (including an assignment of insurances of the Vessels by the
Manager and a subordination of the Manager's rights under those of the
Lenders);
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·
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First
Priority Pledge over US$ 9,000,000 in deposits held by the Borrower and/or
the Corporate Guarantors and/or the Additional Corporate Guarantors. This
is additional to the current first priority pledge over US$ 1,500,000
deposits.
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WAIVER
PERIOD:
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From
31 December 2008 up to and including 28 February 2010.
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MAIN
COVENANT AMENDMENTS:
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·
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Subject
to no event of default, Minimum Required Security Cover of 125% to be waived during the
Waiver Period.
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·
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From
28/2/2010 to 28/2/2011 Minimum Required Security Cover to be set at
110%.
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·
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During
the Waiver Period, no dividend payments without the prior written consent
of the Lenders.
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·
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Subject
to no event of default maximum corporate leverage of 60% (ratio of
the total indebtedness of the Borrower netted of any unencumbered cash
balances over the market value of all vessels owned by the Borrower) to be
waived during the Waiver Period.
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·
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Waiver
of the hedging obligation of the Borrower until 31/12/2009 (except in the
event that the 5-year IRS is equal or higher than 5% p.a. as per
clause12.8 (e) of the Loan agreement.
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·
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Regarding
the required time charter earnings the following amendment to
apply: "In the event of a breach of a required specific charter
there will a be an event of default (as per current clause), however if
the Company can reasonably prove to the full satisfaction of the lenders
that its existing time charter employment (i.e from the other vessels for
which a specific assignment of charter earnings to the lenders is already
or it is to be put in place or/and from a re-negotiated charter rate plus
and or/its free/non-restricted cash) is sufficient to meet its originally
scheduled repayment then there would not be an event of
default."
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EXPENSES:
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The
Borrower will reimburse the Lender for legal fees, (including
disbursements and value added and other taxes), printing costs and all
other out-of-pocket expenses incurred by the Lender in connection with the
amendment of the Facility.
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Please
sign and return a copy of this letter to signify your acceptance latest by
17th
March 2009. In the event that we do not receive your acceptance by such date,
this offer shall be automatically cancelled and considered null and
void.
For
and on behalf of Piraeus Bank A.E.
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For
and on behalf of HSH Nordbank AG
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/s/
Xxxxxxxx Xxxxxxxxxxx
Xxxxxxxx
Xxxxxxxxxxx
Xxxx
of Shipping
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/s/
Xxxxx Dallas
Xxxxx
Dallas
Relationship
Manager
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/s/
Hantusch
Hantusch
Senior
Vice President
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/s/
Xxxxxxx Kainka
Xxxxxxx
Kainka
Vice
President
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We
acknowledge receipt of your offer letter dated 10 March 2009 and confirm that
the terms and conditions contained are accepted by ourselves that you may
proceed, at our cost, to the preparation of all necessary
documentation.
For and
on behalf of the Borrower:
Name:____________________________
Date:
11/03/2009____________________
The
Corporate Guarantors:
Name:____________________________
Date:_____________________________
Name:____________________________
Date:_____________________________
Name:____________________________
Date:_____________________________
SK 25767 0001
986748