To: Star Bulk Carriers Corp.
EXHIBIT
4.12
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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 amendments to the Loan Agreement dated July 1st 2008
(the "Loan Agreement") relating to a US$35,000,000 term loan facility (the
"Facility"). Save to the extent of amendments required to give efficacy to this
letter, all other terms of the Loan Agreement remain intact. If these amendments
are acceptable to you, kindly revert to us by March 17, 2009 so that we may
proceed with the preparation of the relevant documentation.
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BORROWER
:
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Star
Bulk Carriers Corp. a NASDAQ listed company registered under the laws of
the Xxxxxxxx Islands.
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CORPORATE
GUARANTOR:
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Star
Cosmo LLC (of Majuro Xxxxxxxx Islands) 100% owner of the Collateral
Vessel, being 100% subsidiary of the Borrower.
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COLLATERAL
VESSEL
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M/V
Star Cosmo, a 2005 built, 52,200 dwt geared dry bulk carrier vessel ("Star
Cosmo").
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ADDITIONAL
COLLATERAL VESSEL:
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M/V
Star Alpha a 1991 built 175,075 dwt dry bulk carrier vessel ("Star
Alpha").
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ADDITIONAL
CORPORATE GUARANTOR:
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Star
Alpha LLC (of Majuro Xxxxxxxx Islands) 100% owner of the Additional
Collateral Vessel, being 100% subsidiary of the Borrower.
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FACILITY:
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First
Priority Mortgage Term Loan Facility.
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FACILITY
AMOUNT:
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Current
Principal outstanding US$ 32,000,000 (Thirty two million United States
dollars).
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REPAYMENT:
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The
Facility shall be repaid, commencing on 02/04/2009, by twenty two (22)
consecutive quarterly instalments as follows:
1st
&2nd
instalment US$2,000,000 each;
3rd
instalment 750,000;
4th
instalment US$1,250,000;
5th
to 10th
instalment US$875,000 each;
11th
to 22nd
instalment US$ 500,000 each;
plus
a Balloon Payment of US$13,750,000 payable together with the last (22nd )
instalment.
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INTEREST
PERIODS:
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3,
6, or 9 month interest periods at the request of the Borrower, or such
other period as may be agreed between the Borrower and the
Lender.
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INTEREST
RATE:
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The
interest rate on the Facility will be based on the London Interbank
Offered Rate for US Dollar deposits ("LIBOR") plus the Applicable Margin.
LIBOR will be calculated by reference to the rate appearing on Reuters
Screen page BBA Libor.
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In
the event that the LIBOR does not represent the Lender's Cost of funding,
then the LIBOR will be substituted by the rate equal to the arithmetic
mean of the rates offered for the relevant Interest Period in the London
Interbank Market for deposits in Dollars on the day of commencement of the
relevant Interest Period as same appear in REUTERS screen at the
corresponding electronic pages of KLIEMM (Xxxx Xxxxx GmgH),
USDDEPO=ICAP (Icap Plc) and USDDEPO=TTKL (Tullett Prebon Plc) as per
Piraeus Bank A.E standard "Market disruption & Non- availability"
clause.
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Interest
will be calculated on the basis of the actual number of days elapsed in a
360 day year. Interest shall be payable in arrears on the last day of each
interest period, but in the event that a period in excess of 3 months is
selected then interest will be payable every 3 months.
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APPLICABLE
MARGIN:
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2%
per annum applicable from 1/3/2009 to 28/2/2010 (the duration of the
waiver). From 1/3/2010 until the final maturity date of the Facility 1.5%
per annum.
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ADDITIONAL
SECURITY:
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Additional
security of this Facility, to be made available to the Lender, shall
include Inter alia:
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·
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Second
Priority Mortgage on the Additional Collateral Vessel;
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·
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Irrevocable
and unconditional up-stream guarantee of the Additional Corporate
Guarantor;
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·
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Second
Priority Assignment of all Insurances of the Additional Collateral Vessel
(including notices of assignment thereof);
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·
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Second
Priority Assignment of all the earnings of the Additional Collateral
Vessel 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 Manager Additional Collateral Vessel;
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·
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First
Priority Pledge over US$ 5,000,000 in deposits held by the Borrower or the
Corporate Guarantor in an account with the Lender.
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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 Lender.
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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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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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/s/ Xxxxxxxx Xxxxxxxxxxx
Xxxxxxxx
Xxxxxxxxxxx
Xxxx
of Shipping
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/s/ Xxxxx Dallas
Xxxxx
Dallas
Relationship
Manager
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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 and 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:_____________________________
SK 25767 0001
986810
