Trust Company Complex Ajeltake Road Ajeltake Island Majuro The Marshall Islands MH 96960
Exhibit
4.7
Trust
Company Complex
Ajeltake
Road
Ajeltake
Island
Majuro
The
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From:
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Piraeus
Bank A.E.
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Dear
Sirs
17 April 2008
Loan
Agreement dated 14 April 2008 (the “Loan Agreement”) made between (i) Star Bulk
Carriers Corp. as borrower, (ii) the banks and financial institutions listed
therein as lenders (the “Lenders”), (iii) Piraeus Bank A.E. as agent (the
“Agent”) and as security trustee (the “Security Trustee”), in respect of a loan
facility of up to US$170,000,000.
We refer
to the Loan Agreement. Words and expressions defined in the Loan Agreement shall
have the same meanings when used in this Letter.
Following
a request by the Borrower, we, Piraeus Bank A.E. (in our capacity as a Lender)
have agreed to advance part of Tranche B, namely
$28,500,000, prior to completing the transfer of the Excess Commitment pursuant
to Clause 2.4 of the Loan Agreement subject to the Borrower agreeing to prepay
an amount of $8,500,000 if the Excess Commitment has not been transferred within
a period of 60 days commencing on the Drawdown Date of Tranche A.
We hereby
confirm our approval and our consent to these arrangements is subject to the
registration of an addendum or supplement to each Mortgage required under the
laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands.
In
consideration of the above, the Creditor Parties and the Borrower hereby confirm
and agree that the Loan Agreement shall be amended with effect from 17 April
2008 as follows:
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(a)
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by deleting the definitions of “Availability
Period”, “Tranche”, “Tranche B” and “Tranche
C” in Clause 1.1 thereof in their entirety and substituting the same
with:
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“"Availability
Period” means, the period commencing on the date of this Agreement and
ending on:
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(a)
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in
the case of Tranche A, Tranche B and Tranche C, 30 May 2008;
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| (b) | in the case of Tranche D, 30 August 2008; |
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(or, in each case, such later date as the Agent
may, with the authorisation of all the
Lenders, agree with the Borrower);
or
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(c)
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if
earlier, the date on which the Total Commitments are fully borrowed,
cancelled or terminated;”;
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““Tranche”
means each of Tranche A, Tranche B, Tranche C and Tranche D and, in the
plural, means all of them;” ;
““Tranche B”
means an amount of up to $28,500,000 to be made available in accordance
with the applicable provisions of this Agreement and which is to be applied in
providing the Borrower with liquidity for financing part of the acquisition cost
of “OMICRON”; “; and
“Tranche C”
means an amount of up to $26,500,000 to be made available in accordance
with the applicable provisions of this Agreement and which is to be applied in
refinancing the Borrower’s equity remitted by the Borrower to Dampskibsselskabet
Norden A/S in respect of the acquisition of “OMICRON”;”;
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(b)
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by
adding the following new definition of “Tranche D” in
Clause 1.1 thereof:
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““Tranche D”
means an amount of up to $50,000,000 to be made available in accordance
with the applicable provisions of this Agreement and which is to be applied in
providing the Borrower with liquidity for its general corporate
purposes;”;
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(c)
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by deleting Clauses 2.1 and 2.4 thereof in its
entirety and substituting them with the following:
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“2.1 Amount of
facility. Subject to the other provisions of this Agreement, the
Lenders shall make available to the Borrower a term loan facility not
exceeding $170,000,000 in four Tranches, Tranche A, Tranche B, Tranche C
and Tranche D.
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2.4
Limit of initial Total Commitments.
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(a)
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The Borrower hereby acknowledges that until
Piraeus Bank A.E. transfers $85,000,000
of its Commitments (“Excess
Commitment”) to one or more Transferee Lenders it may only draw
down Tranche A and Tranche 13 in the maximum principal amount of
$93,500,000 in aggregate. If the Excess Commitment has not been been
transferred within the period commencing on the Drawdown Date of Tranche A
and ending 60 days thereafter (the “Relevant
Period”) the Borrower shall prepay on the last day of the Relevant
Period an amount of $8,500,000 in accordance with Clause 8.8 (b). Until
such time as Piraeus Bank A.E. transfers the Excess Commitment the
reference to Total Commitments in this Agreement shall be construed to
mean (i) for the Relevant Period, $93,500,000 and (ii) at all times
thereafter,
$85,000,000.
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(b)
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As from the date of this Agreement the Borrower
shall assist the Agent to find
banks or financial institutions to whom Piraeus Bank A.E. will transfer
the Excess Commitment in order to permit the Borrower to draw down Tranche
C and Tranche D and to increase the maximum amount of the Loan to be made
available hereunder to
$170,000,000.
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(c)
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The transfer of the Excess Commitment will (inter
alia) operate to reduce Piraeus
Bank A.E.’s Contribution in Tranche A and Tranche B to 50 per cent. of the
aggregate amount of such
Tranches.”;
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(d)
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by
deleting Clauses 4.2(b)(ii) and (iii) and Clauses 4.2(c) and 4.2(d) in
their entirety thereof in its entirety and substituting them with the
following:
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"(i)
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in
the case of Tranche B, an amount of $28,500,000 which shall be
made available in a single advance to the Borrower for the purpose
of providing the Borrower with liquidity for financing part of the
acquisition cost of “OMICRON”;
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2
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(ii)
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in
the case of Tranche C, an amount of $26,500,000 which shall be made
available in a single advance to the Borrower for the purpose of
refinancing the Borrower’s equity remitted by the Borrower to
Dampskibsselskabet Norden A/S in respect of the acquisition of “OMICRON”;
and
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(iii)
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in
the case of Tranche D, an amount of $50,000,000 which shall be made
available to the Borrower for the purpose of providing the Borrower with
liquidity for its general corporate
purposes;”
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(c)
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Tranche
B shall be made available to the Borrower after the Drawdown Date for
Tranche A;
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(d)
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Tranche
C shall be made available to the
Borrower:
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(i)
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after
the Drawdown Date of Tranche B; and
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(ii)
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if
Piraeus Bank A.E. has transferred to one or more Transferee Lenders the
Excess Commitment;
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(e)
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Tranche D shall be made available to the Borrower
after the Drawdown Date
of Tranche C; and”
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and
redesignating the existing paragraph (e) of Clause 4.2 as paragraph
(1);
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(e)
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by
deleting Clause 8.8 thereof in its entirety and substituting it with the
following new Clause 8.8:
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“8.8 Mandatory
prepayment. If:
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(a)
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a
Ship is sold or becomes a Total Loss the Borrower shall be obliged to
prepay the Relevant Amount of the
Loan:
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(i)
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if
that Ship is sold, on or before the date on which the sale is completed by
delivery of such Ship to the buyer;
or
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(ii)
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if that Ship becomes a Total Loss, on the earlier
of the date falling 180
days after the relevant Total Loss Date and the date of receipt by the
Lender of the proceeds of insurance relating to such Total
Loss,
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and in
this Clause 8.8(a):
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(A)
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“Relevant
Amount” means the higher of (aa) the Relevant Percentage of the
Loan and (bb) an amount which after giving credit for the amount of the
prepayment made pursuant to this Clause 8.8, results in the Security Cover
Percentage being equal to the applicable Security Cover Percentage
referred to in Clause 15.1;
and
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(B)
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“Relevant
Percentage” means:
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(aa)
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in the case of a Collateral Ship, the Market Value
of the Collateral Ship which
has been sold or become a Total Loss (on the date on which the
sale
of such Ship is completed by delivery to its buyer or, as the case may
be,
on the Total Loss Date in respect of the Ship) expressed as a percentage
of the aggregate Market Value (on the same date) of all the Ships then
subject to a Mortgage;
and
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3
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(bb)
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in
the case of “SINFONIA”:
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(1)
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if that Ship is sold or becomes a Total Loss in
the period commencing on the
Drawdown Date of Tranche A and ending on its fourth anniversary, a
percentage which may be mutually agreed between the Borrower and the Agent
(acting on the instructions of all the Lenders), or failing such agreement
50 per cent. Provided that
if an Event of Default or Potential Event of Default has occurred
and is continuing at the relevant time the Relevant Percentage shall be a
percentage of up to 100 per cent. specified by the Agent in a notice to
the Borrower; and
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(2)
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if that Ship is sold or becomes a Total Loss at
any time thereafter the Market
Value of “SINFONIA” on the date on which such sale is completed or (as the
case may be) the Total Loss Date in respect thereof expressed as a
percentage of the aggregate Market Value (on the same date) of all the
Ships then subject to a Mortgage;
and
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(b)
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the
Excess Commitment has not been transferred by Piraeus Bank A.E. to a
Transferee Lender by the date falling 60 days after the Drawdown Date of
Tranche A, the Borrower shall on that day prepay
$8,500,000;”;
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(f)
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by
adding the words “and Tranche B” after the words “Tranche A” in the first
line of Clause 9.1(b);
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(g)
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by
deleting Clause 9.1(c) thereof in its entirety and substituting it with
the following new Clause 9.1(c):
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“(c) that,
on or before the Drawdown Date relative to Tranche C, the Agent has transferred
the Excess Commitment in accordance with Clauses 2.4 and 26.3 and receives all
accrued commitment fee referred to in Clause 20.1;”;
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(h)
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by deleting the words “Tranche C” in the first
line of Clause 9.1(d) and replacing them with
the words “Tranche D”;
and
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(i)
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by
construing all references in the Loan Agreement to “this Agreement”,
“hereunder” and the like and in the Finance Documents to the “Loan
Agreement” as references to the Loan Agreement as amended and/or
supplemented by this letter.
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2
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Representations
and Warranties The Borrower hereby represents and warrants to
the
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Agent
that:
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(a)
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the representations and warranties contained in
the Loan Agreement are true and correct on
the date of this letter as if all references therein to “this Agreement”
were references to the Loan Agreement as supplemented by this letter;
and
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(b)
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this
letter comprises the legal, valid and binding obligations of the Borrower
enforceable in accordance with its
terms.
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3
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Loan Agreement
and Finance Documents The Borrower hereby agrees with the Agent
that the provisions of the Loan Agreement and the Finance Documents shall
be and are hereby re-affirmed and remain in full force and effect and the
Lender reserves the right at any time to demand repayment in full of all
sums made available to the Borrower under the
loan.
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4
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4
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Notices.
Clause 28 (notices) of the Loan Agreement shall extend and apply to
this letter as if the same were (mutatis mutandis) herein expressly set
forth.
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5
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Governing law
This letter shall be governed by and construed in accordance with
English law and Clause 30 (law and jurisdiction) of the Loan Agreement
shall extend and apply to this letter as if the same were (mutatis
mutandis) herein expressly set
forth.
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Please
confirm your acceptance to the foregoing terms and conditions by signing the
acceptance at the foot of this letter.
Yours
faithfully
__________________________________
for and
on behalf of
PIRAEUS BANK
A.E.
Accepted
and agreed
__________________________________
for and
on behalf of
Dated 17
April 2008
We hereby
confirm and acknowledge that we have read and understood the terms and
conditions of the above letter and agree in all respects to the same and confirm
that the Finance Documents (as that term is defined in the Loan Agreement) to
which we are a party shall remain in full force and effect and shall continue to
stand as security for the obligations of the Borrower under the Loan
Agreement.
5
______________________________
for and
on behalf of
STAR
ALPHA LLC
Date:17
April 2008
__________________________________
for and
on behalf of
STAR BETA
LLC
Date:17
April 2008
__________________________________
for and
on behalf of
LAMDA
LLC
Date:17
April 2008
SK 25767
0001 892836
6