WAIVER AND CONSENT
Exhibit
4.1
THIS WAIVER AND CONSENT is entered into
this 31st day of December, 2008, by and among Enable Capital
Management, on its own behalf and on behalf of its affiliates, Enable
Growth Partners LP, Enable Opportunity Partners LP and Xxxxxx Diversified
Strategy Master Fund LLC (collectively, “Enable”), and Star Energy Corporation
("Star")
WHEREAS, Enable has entered
into a Securities Purchase Agreement dated as of February 9, 2007 (the “Original
Purchase
Agreement”), by and among Star and certain purchasers referenced therein
(each, a “Purchaser”,
collectively, the “Purchasers”), such
Purchasers being Enable and Wolverine Asset Management LLC, on its own behalf
and on behalf of its affiliates, Wolverine Convertible Arbitrage Fund Trading
Ltd. and GPC LX LLC (collectively, “Wolverine”) (each of
Star, Wolverine and Enable may hereafter be referred to as a “Party”, collectively,
the “Parties”);
WHEREAS,
pursuant to the Original Purchase Agreement, the Parties have entered into
certain related documents, instruments, agreements and notes dated as of
February 9, 2007, among them a Registration Rights Agreement, a Security
Agreement, a Subsidiary Guarantee, and an 8% Secured Convertible Debenture (the
“Debenture”)
issued by Star to each of Wolverine and Enable (collectively, the "Convertible Debt
Documents");
WHEREAS, Enable has entered
into a Securities Purchase Agreement dated as of November 20, 2008
(the “Subsequent Purchase Agreement”)
to purchase the entire Wolverine’s portion of the Debenture issued by
Star under the Original Purchase Agreement.
WHEREAS,
pursuant to Section 2(a) of the Debenture, January 1, 2009 constitutes an
Interest Payment Date, whereupon quarterly interest is payable on indebtedness
due under the Debenture;
WHEREAS,
Star has requested that Enable agree to the deferral of interest that
would otherwise be due on January 1, 2009, until January 1, 2010;
WHEREAS,
Enable is willing to agree to a deferral of the aforementioned interest payment
on the terms and conditions set forth herein;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged,
1. Enable
consents to the following:
(a) the
deferral of the interest payment due on January 1, 2009, until January 1,
2010; and
(b) the
waiver by Enable of any Late Fees that would otherwise be due under Section 2(d)
of the Debenture as a result of the non-payment of interest on January 1,
2009.
2. In
consideration of the waiver and consent of Enable referenced in Section 1 above,
on January 1, 2010, Star will pay Enable a premium of Twelve Thousand Dollars
($12,000).
3. Except
as to matters set forth herein, the terms and conditions of all of the
Convertible Debt Documents remain in full force and effect.
4. This
Waiver and Consent is governed by the laws of the State of New York,
notwithstanding its conflict of laws rules or any other principles that would
trigger the application of any other law.
IN WITNESS WHEREOF, each of Enable and
Star has caused this Waiver and Consent to be duly executed on the day and year
first written above.
| ENABLE CAPITAL MANAGEMENT | |||
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By:
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/s/ Xxxxxxx X’Xxxx | |
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Name:
Xxxxxxx X’Xxxx
Title:
President and CIO
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| STAR ENERGY CORPORATION | |||
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By:
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/s/ Xxxxxxx Xxxxxxxxxx | |
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Name:
Xxxxxxx Xxxxxxxxxx
Title:
Chief Financial Officer
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