US $231,000,000 SENIOR SECURED CREDIT AGREEMENT Dated as of August 19, 2014 Among UNITY HOLDING LLC, as Borrower, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders, and WILMINGTON...

 

Exhibit 99.3

 

US $231,000,000 SENIOR SECURED CREDIT AGREEMENT   Dated as of August 19, 2014 Among UNITY HOLDING LLC, as Borrower, THE INITIAL LENDERS NAMED HEREIN, as Initial Lenders, and THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders,   and   WILMINGTON TRUST, NATIONAL ASSOCIATION,   as Administrative Agent

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Article I DEFINITIONS AND ACCOUNTING TERMS		1
	Section 1.01 Certain Defined Terms	1
	Section 1.02  Interpretation	20
	Section 1.03 Computation of Time Periods	20
	Section 1.04 Accounting Terms	21
	Section 1.05 Rounding	21
	Section 1.06 Times of Day
Article II AMOUNTS AND TERMS OF THE TERM LOANS		21
	Section 2.01 Term Loans	21
	Section 2.02 Making the Term Loans	21
	Section 2.03 Fees	22
	Section 2.04 Interest	22
	Section 2.05 Evidence of Debt	22
	Section 2.06 Scheduled Repayment of Term Loans	23
	Section 2.07 Optional Prepayments	23
	Section 2.08 Mandatory Prepayments	24
	Section 2.09 Increased Costs	25
	Section 2.10 Illegality	26
	Section 2.11 Payments and Computations	27
	Section 2.12 Taxes	27
	Section 2.13 Sharing of Payments, Etc.	29
	Section 2.14 Mitigation	30
Article III CONDITIONS PRECEDENT		30
	Section 3.01 Conditions Precedent to the Effective Date	30
	Section 3.02 Conditions Precedent to each Term Loan and Vessel Acquisition Closing Date	33
Article IV REPRESENTATIONS AND WARRANTIES		34
	Section 4.01 Representations and Warranties of the Borrower	34
Article V COVENANTS OF THE BORROWER		40
	Section 5.01 Affirmative Covenants	40
	Section 5.02 Negative Covenants	45
	Section 5.03 Reporting Requirements	51
	Section 5.04 Financial Covenants	54
Article VI EVENTS OF DEFAULT		55
	Section 6.01 Events of Default	55
	Section 6.02 Remedies	57
	Section 6.03 Application of Proceeds	58
Article VII the Administrative Agent		58
	Section 7.01 Authorization and Action	58
	Section 7.02 Agent's Reliance, Etc.	59
	Section 7.03 Wilmington and Affiliates	59
	Section 7.04 Lender Credit Decision	60

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	Section 7.05 Indemnification	60
	Section 7.06 Successor Administrative Agent	60
Article VIII MISCELLANEOUS		61
	Section 8.01 Amendments, Etc.	61
	Section 8.02 Notices, Etc.	62
	Section 8.03 No Waiver, Remedies Cumulative, Entire Agreement	64
	Section 8.04 Costs and Expenses	64
	Section 8.05 Right of Set-off	66
	Section 8.06 Binding Effect; Assignment by Borrower	66
	Section 8.07 Assignments and Participations	67
	Section 8.08 Execution in Counterparts	70
	Section 8.09 Confidentiality	70
	Section 8.10 Releases	70
	Section 8.11 Patriot Act Notification	72
	Section 8.12 JURISDICTION, ETC.	72
	Section 8.13 GOVERNING LAW	73
	Section 8.14 WAIVER OF JURY TRIAL	73
	Section 8.15 Process Agent	73
	Section 8.16 Judgment Currency	74
	Section 8.17 Partial Invalidity	74
	Section 8.18 Concerning Wilmington	74
	Section 8.19 Concerning the Administrative Agent	75

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Schedule I Schedule II Schedule III Schedule IV Schedule V Schedule VI Schedule VII Schedule VIII

- Term Loan Commitments - Applicable Lending Offices - Collateral Vessels; Core Collateral Vessels; Release Amounts - Subsidiaries of each Loan Party - [Reserved] - Certain Environmental Matters - Vessel Acquisition Closing Deliverables - Excluded Charters

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SENIOR SECURED CREDIT AGREEMENT dated as of August 19, 2014 (this "Agreement") among (i) UNITY HOLDING LLC, a ▇▇▇▇▇▇▇▇ Islands limited liability company, as borrower (the "Borrower"), (ii) the lenders hereunder as of the Effective Date (as defined below) (the "Initial Lenders") listed on Schedule I hereto, (iii) the other Lenders from time to time party hereto and (iv) WILMINGTON TRUST, NATIONAL ASSOCIATION ("Wilmington"), as administrative agent (together with any successor administrative agent appointed pursuant to Article VII, in such capacity, the "Administrative Agent") for the Secured Parties (as hereinafter defined).

PRELIMINARY STATEMENTS:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

"Account Pledge Agreement" means collectively (a) Agreement and Deed of Pledge of Account Bank Receivables relating to the Earnings Account of the Loan Parties, entered into among the Borrower, each Guarantor (other than Star Bulk) and the Security Trustee, dated the Effective Date and substantially in the form of Exhibit D hereto, together with appropriate notices and acknowledgments thereof and (b) any deed of charge or similar agreement with respect to the Earnings Account of any Person who becomes a Guarantor after the date hereof, substantially in the form of Exhibit D hereto (with appropriate changes reasonably acceptable to the Administrative Agent upon the instruction of the Required Lenders), together with appropriate notices and acknowledgments thereof.

"Administrative Agent" has the meaning specified in the recital of parties to this Agreement.

"Administrative Agent's Account" means an account of the Administrative Agent as the Administrative Agent shall specify in writing to the Lenders and the Borrower from time to time.

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"Affiliate" means, with respect to any Person, another Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such Person. For purposes of this definition, the term "control" (including the terms "controlling", "controlled by" and "under common control with") of a Person shall mean possession of the power, direct or indirect (i) to vote 20% or more of the securities or other interests having ordinary voting power for the election of directors of such Person or of Persons serving a similar function, or (ii) to direct or cause the direction of the management or policies of such Person, whether through the ability to exercise voting power, by contract or otherwise; provided that in no event will a Lender (in its capacity as a Lender) or any affiliate of a Lender (in its capacity as a Lender) be an Affiliate of any Loan Party for purposes of this Agreement or any other Loan Document.

"Agent Parties" has the meaning specified in Section 8.02 hereof.

"Agreement" has the meaning specified in the recital of parties hereto.

 

"Anti-Corruption Laws" has the meaning specified in Section 4.01(v) hereof. "Anti-Money Laundering Laws" has the meaning specified in Section 4.01(v) hereof.

"Applicable Lending Office" means, with respect to any Lender, the office of such Lender specified as its "Applicable Lending Office" opposite its name on Schedule II hereto or in the Assignment and Acceptance pursuant to which it became a Lender, or such other office of such Lender as such Lender may from time to time specify to the Borrower and the Administrative Agent.

"Applicable Margin" means (i) for the first six months after the Effective Date (or, if later, after the first Vessel Acquisition Closing Date), 5.00% per annum, and (ii) thereafter, 6.00% per annum.

"Approved Broker" means any of Arrow Valuations, ▇▇▇▇▇▇▇▇▇ & Stemoco A/S, ▇.▇. ▇▇▇▇▇▇ Shipbrokers A.S., ▇. ▇▇▇▇▇▇▇▇ & Co. Ltd., Fearnleys A/S, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇ Ltd., Braemar Seascope Valuations, Ltd., Maersk Brokers or any other independent shipbroker of international repute reasonably satisfactory to the Borrower and the Administrative Agent.

"Approved Fund" means, with respect to any Lender, any Person (other than a natural Person) that (a)(i) is or will be engaged in the making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course of business or (ii) temporarily warehouses loans for any Lender or any Person described in clause (i) above and (b) is administered or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity or an Affiliate of an entity that administers or manages such Lender.

"Asset Dispositions" has the meaning specified in Section 5.02(e) hereof.

"Assignment and Acceptance" means an assignment and acceptance entered into by a Lender and an Eligible Assignee in accordance with the terms of Section 8.07, and accepted by the Administrative Agent, in substantially the form of Exhibit B hereto.

"Assignment of Charter" means collectively the assignment of each existing or future time or bareboat charter or other similar contract for each Collateral Vessel, in each case that has on or after the applicable Vessel Acquisition Closing Date a term in excess of twelve (12) months, including any renewals (excluding (i) any charter or contract set forth on Schedule VIII and (ii) any

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charter or contract, the terms of which prohibit, or require consent of the charterer for, such assignment, a consent to assignment from the charterer for which has not been obtained after the applicable Loan Party's expenditure of commercially reasonable efforts to obtain such consent, which, in each such case, shall not be so assigned), granted by the relevant Guarantor in favor of the Administrative Agent, in substantially the form that is the applicable part of Exhibit G hereto, together with appropriate notices and consents relating thereto.

"Assignment of Earnings" means collectively any assignment of earnings entered on or after the Effective Date, in substantially the form of Exhibit G hereto (with appropriate changes reasonably acceptable to the Administrative Agent), covering the Collateral Vessels referenced therein granted by the relevant Guarantors party thereto in favor of the Administrative Agent and together with appropriate notices and acknowledgments thereof.

"Assignment of Insurances" means collectively any assignment of insurances, in substantially the form of Exhibit F hereto (with appropriate changes reasonably acceptable to the Administrative Agent), covering any Collateral Vessels pledged on or after the Effective Date granted by the Borrower or any Loan Party or other Person that has an interest in Collateral Vessel related insurances in favor of the Administrative Agent, together with appropriate notices thereof, consents thereto, and loss payable clauses reasonably satisfactory to the Administrative Agent.

"Bankruptcy Code" means Title 11 of the United States Code entitled "Bankruptcy," as now and hereafter in effect, or any successor statute.

"Base Rate" means, for any day, a rate per annum equal to the highest of (i) the Prime Rate for such day, (ii) the sum of 0.50% plus the Federal Funds Rate for such day and (iii) the LIBOR Rate for a one-month Interest Period plus 1.00%.

"Borrower" has the meaning specified in the recital of parties to this Agreement.

"Borrowing" means a borrowing consisting of Term Loans made by each of the Lenders pursuant to Section 2.01.

"Borrowing Request" means a notice of a Borrowing pursuant to Section 2.02(b), which shall be substantially in the form of Exhibit K.

"Break Funding Costs" means any loss, cost or expense (excluding loss of Applicable Margin or other margin) incurred by the Administrative Agent or any Lender whenever the Borrower makes any prepayment or repayment pursuant to this Agreement or under any other Loan Document on a date that is not the last day of an Interest Period including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds by the Administrative Agent or such Lender by reason of receipt of a prepayment or repayment of a Term Loan on a date that is not an Interest Payment Date.

"Business Day" means a day of the year (other than a Saturday or Sunday) on which banks are not required or authorized by law to close in Athens, Greece; Amsterdam, the Netherlands; or New York City, New York, U.S.A.

"Cash Equivalents" means the following (all of which shall be freely disposable and, for the avoidance of doubt none of the following shall be deemed disqualified from being freely disposable by reason of being included in minimum liquidity calculations under this Agreement or any other instrument or agreement relating to any Indebtedness or Guaranty Obligations, or being

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subject to a Lien): (a) securities with maturities of one year or less from the date of acquisition issued or fully guaranteed or insured by the United States Government or any agency thereof; (b) certificates of deposit and eurodollar time deposits with maturities of one year or less from the date of acquisition and overnight bank deposits of any Lender and certificates of deposit with maturities of one year or less from the date of acquisition and overnight bank deposits of any other commercial bank whose principal place of business is organized under the laws of any country that is a member of the Organization for Economic Cooperation and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General Arrangements to Borrow, or a political subdivision of any such country, and having capital and surplus in excess of $200,000,000; (c) commercial paper of any issuer rated at the time of such investment at least A-2 by S&P or P-2 by ▇▇▇▇▇'▇ Investors Service, Inc. with maturities of one year or less from the date of acquisition; (d) additional money market investments with maturities of one year or less from the date of acquisition rated at the time of such investment at least A-1 or AA by S&P or P-1 or Aa by ▇▇▇▇▇'▇ Investors Service, Inc.; (e) tax-exempt debt obligations of any State of the United States or of any county or other municipal governmental subdivision of any State of the United States with maturities of one year or less from the date of acquisition rated at the time of such investment at the highest investment grade rating by S&P or by ▇▇▇▇▇'▇ Investors Service, Inc., or publicly traded or open-end bond funds that invest exclusively in such tax-exempt debt obligations; and (f) currencies other than Dollars held from time to time in the ordinary course of business.

"Certificate of Compliance" means a certificate executed by a Responsible Officer of the Borrower in substantially the form of Exhibit J hereto.

"Change in Law" means the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued.

"Change of Control" means (a) the acquisition of ownership, directly or indirectly, beneficially or of record by any "person" or "group" (within the meaning of Sections 13(d) and 14(d) under the Exchange Act), other than Permitted Holders, of Equity Interests representing more than 40% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Star Bulk on a fully diluted basis; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of Star Bulk by Persons who were neither (i) nominated by the board of directors of Star Bulk or Permitted Holders nor (ii) appointed by directors so nominated; or (c) Star Bulk ceases to directly or indirectly own and control 100% of the ordinary voting and economic power of the Borrower.

"Chartered Company" has the meaning specified in the Vessel Purchase Agreement, but excludes for purposes of the Loan Documents, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC.

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"Chartered SPV Interests" has the meaning specified in the Vessel Purchase Agreement, but excludes for purposes of the Loan Documents, the Equity Interests in ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLC.

"Collateral" means the Collateral Vessels and all other property of the Borrower and the Guarantors (excluding Star Bulk) securing any of the Credit Obligations.

"Collateral Documents" means the Guaranty, the Ship Mortgages, the Assignment of Earnings, the Assignment of Insurances, any Assignment of Charter from time to time, the Account Pledge Agreement, the Manager's Undertakings, the Stock Pledge, the Security Trust Agreement and any other agreement that creates or purports to create a Lien in favor of the Administrative Agent or the Security Trustee for the benefit of the Secured Parties.

"Collateral Vessels" means the vessels listed as "Collateral Vessels" on Schedule III hereto, as such schedule may be amended from time to time or in accordance with the provisions of Section 5.02(e) or 5.04(b) hereof or Schedule VII hereof, that are owned by a Guarantor (other than Star Bulk), provided that the Administrative Agent (in its capacity as Administrative Agent or Security Trustee) shall have at all times a first priority (subject to Permitted Collateral Liens) and perfected Lien on each such Collateral Vessel, provided further that each such Collateral Vessel is duly documented, in the name of a Guarantor as owner, under the laws and flag of the Republic of the ▇▇▇▇▇▇▇▇ Islands or such other jurisdiction as is satisfactory to the Required Lenders in their reasonable discretion.

"Commodity Exchange Act" shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

"Confidential Information" means all information furnished to the Administrative Agent or any other Secured Party by or on behalf of any Loan Party or Star Bulk that is designated in writing as confidential, other than any such information that is or becomes generally available to the public or that is or becomes available to the Administrative Agent or such Lender on a non-confidential basis from a source other than the Loan Parties or any of their Subsidiaries or Star Bulk (provide that such source acquired such information in a lawful manner) or any of their respective agents, representatives or advisors.

"Connection Income Taxes" means Other Connection Taxes that are imposed on or

measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

"Consolidated" refers to the consolidation of accounts in accordance with US GAAP.

"Core Collateral Vessel" means a Collateral Vessel listed on Schedule III as a "Core Collateral Vessel".

"Credit Obligations" means, collectively, the Obligations of the Borrower, the other Loan Parties and Star Bulk under the Loan Documents, or the Obligations of any Loan Party or Star Bulk under any Loan Document to which it is a party, including, without limitation, (a) the obligation to pay principal, interest (including interest accruing on or after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, Star Bulk or any other Loan Party, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), charges, expenses, fees, attorneys' fees and disbursements, indemnities, amounts due under any Swap Agreement, and other amounts payable by Star Bulk or such Loan Party under any Loan Document and the performance by Star Bulk

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and each such Loan Party of its respective obligations under any Loan Document, and (b) the obligation of Star Bulk or such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender, in its sole discretion, may elect to pay or advance on behalf of Star Bulk or such Loan Party; provided that the Credit Obligations shall not include any Excluded Swap Obligations.

"Default" means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

"Default Rate" has the meaning specified in Section 2.04(b) hereof.

"Dollars," "USD" and the "$" sign each means lawful money of the United States.

"Earnings Account" means collectively, the accounts opened and maintained by the Borrower and each Vessel Owning Subsidiary with ABN AMR0 Bank N.V. or another bank reasonably satisfactory to the Required Lenders and the Administrative Agent to which the hires, freights, pool income and others sums payable in respect of a Collateral Vessel are credited and from which such Collateral Vessel's operating expenses are deducted.

"EBITDA" means, for any period, the operating income of the Group plus the sum of (a) depreciation expense, (b) amortization expense, (c) dry-docking and special surveys' cost, (d) stock-based compensation expense and (e) non-recurring and non-cash items, as long as they are included in the calculation of the operating income, in each case, as reflected in the Consolidated "Statement of Operations" of the Group for such period prepared in accordance with US GAAP; provided, that EBITDA shall be calculated on a rolling basis for the four (4) fiscal quarters most recently ended for which financial statements are required to have been delivered pursuant Section 5.03(b) or (c) hereof.

"Effective Date" means the date on which the conditions set forth in Section 3.01 hereof are satisfied (or waived in accordance with Section 8.01 hereof).

"Eligible Assignee" means (i) a Lender; (ii) an Affiliate of a Lender; (iii) an Approved Fund; and (iv) any other commercial bank, financial institution or other lender that, unless an Event of Default has occurred and is continuing at the time any assignment is effected in accordance with Section 8.07 hereof, is agreed to by the Borrower (such agreement not to be unreasonably withheld or delayed).

"Embargo Laws" has the meaning specified in Section 4.01(v) hereof.

"Environmental Action" means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, Environmental Permit or Hazardous Materials or arising from alleged injury or threat of injury to public health, public safety (as such alleged injury or threat of injury to public health or public safety is related to exposure to Hazardous Materials) or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or

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other actions or damages and (b) by any governmental or regulatory authority or any third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

"Environmental Law" means any statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health (as it is related to exposure to Hazardous Materials), safety (as it is related to exposure to Hazardous Materials) or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

"Environmental Permit" means any permit, approval, identification number, license or other authorization required under any Environmental Law.

"Equity Interests" means, with respect to any Person, shares of equity interests of (or of membership interests or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of equity interests of (or of membership interests or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of equity interests of (or of membership interests or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or of membership interests or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

"ERISA" means the United States Employee Retirement Income Security Act of 1974, as

amended from time to time, and the regulations promulgated and rulings issued thereunder.

"ERISA Affiliate" means any Person that for purposes of Title IV of ERISA is a member of any Loan Party's controlled group, or a trade or business under common control with any Loan Party, within the meaning of Section 414(b) or 414(c) of the Internal Revenue Code.

"ERISA Affiliate Multiemployer Plan" means any Multiemployer Plan to which any ERISA Affiliate (other than any Loan Party) is making or accruing an obligation to make contributions, or has within any of the preceding five (5) plan years made or accrued an obligation to make contributions.

"ERISA Affiliate Plan" means any Plan that is maintained for employees of any ERISA Affiliate (other than employees of a Loan Party) or that was so maintained and in respect of which any ERISA Affiliate (other than a Loan Party) could have liability under Section 4064 or 4069 of ERISA in the event such Plan has been or were to be terminated.

"ERISA Event" means (a) (i) the occurrence of a reportable event, within the meaning of Section 4043(c) of ERISA, with respect to any Plan unless the thirty (30) day notice requirement with respect to such event has been waived by the PBGC, or (ii) the requirements of subsection (1) of Section 4043(b) of ERISA (without regard to subsection (2) of such Section) are met with a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following thirty (30) days; (b) the application for a minimum funding waiver with respect to a Plan pursuant to Section 412(c) of the Internal Revenue Code or Section 303 of ERISA; (c) the provision by the administrator of any Plan of a notice of

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intent to terminate such Plan pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) the cessation of operations at a facility of the Borrower or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the imposition of a lien under Section 302(f) of ERISA with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, a Plan, provided that the occurrence of any event or condition described in Section 4042(a)(4) of ERISA shall be an ERISA Event only if the PBGC has notified the Borrower that it intends to initiate proceedings to terminate a Plan pursuant to Section 4042(a)(4).

 

"Events of Default" has the meaning specified in Section 6.01 hereof.

 

"Excel" has the meaning specified in the Preliminary Statements.

"Excel Credit Facility" means the Amended and Restated Senior Secured Credit Facility dated as of February 14, 2014 among Excel Maritime Carriers Ltd., the lenders party thereto and Wilmington Trust (London) Limited, as Administrative Agent.

 

"Exchange Act" means the United States Securities Exchange Act of 1934, as amended.

 

"Excluded Subsidiary" has the meaning specified in Section 8.10(c).

"Excluded Swap Obligation" means , with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranteed Obligations of such Guarantor of, or the grant by any Loan Party of a security interest to secure, such Swap Obligation (or any Guaranteed Obligations in respect thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof) (a) by virtue of such Guarantor's failure for any reason to constitute an "eligible contract participant" as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guaranteed Obligations of such Guarantor or the grant of such security interest becomes or would become effective with respect to such Swap Obligation or (b) in the case of a Swap Obligation subject to a clearing requirement pursuant to Section 2(h) of the Commodity Exchange Act (or any successor provision thereto), because such Guarantor is a "financial entity," as defined in Section 2(h)(7)(C)(i) of the Commodity Exchange Act (or any successor provision thereto), at the time the Guaranteed Obligations of such Guarantor becomes or would become effective with respect to such related Swap Obligation. If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which such Guaranteed Obligations or security interest is or becomes illegal.

"Excluded Taxes" means any of the following Taxes imposed on or with respect to the Administrative Agent or any Lender, or required to be withheld or deducted from a payment to the Administrative Agent or any Lender: (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profit Taxes, in each case, (i) imposed as a result of such recipient being incorporated or otherwise organized under the laws of, or having its principal office,

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or (in the case of any Lender) its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof), or (ii) that are Other Connection Taxes; (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan (other than pursuant to an assignment request by the Borrower under Section 2.14) or (ii) such Lender changes its Applicable Lending Office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Lender's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Applicable Lending Office; (c) Taxes imposed as a result of the Administrative Agent's or such Lender's failure to provide the documentation requested by the applicable Loan Party in accordance with Section 2.12(e) hereof; and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Facility" means the Term Loans provided under this Agreement.

"Fair Market Value" of a Collateral Vessel at any time shall be the arithmetic mean of appraisals obtained from two (2) Approved Brokers selected by the Borrower, determined on the basis of a charter-free arm's-length transaction between a willing and able buyer and seller not under duress; provided that, (a) from the Effective Date until the first appraisals of the Collateral Vessels are delivered under Section 5.01(1) hereof, the Fair Market Value of the Collateral Vessels shall be the average of the fair market values of such Collateral Vessel set forth in the three Effective Date Appraisals, and (b) thereafter, unless the context otherwise requires, the Fair Market Value of a Collateral Vessel shall be the amount set forth in the appraisals most recently obtained in accordance with the terms of Section 5.01(1) hereof. The Fair Market Value of any Collateral Vessel that is a Total Loss shall be zero.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Internal Revenue Code.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations at approximately 11:00 a.m. (New York time) on such day on such transactions received by the Administrative Agent from three (3) Federal funds brokers of recognized standing selected by the Administrative Agent.

"Final Borrowing" means the last Borrowing of Term Loans hereunder, as notified by the Borrower to the Agent in accordance with Section 3.02(d)(ii) hereof.

"Financing Lease" means any lease which, in accordance with US GAAP, has been or will be required to be recorded as a capitalized lease on the books of the lessee, in each case taken at the amount thereof accounted for as indebtedness in accordance with US GAAP.

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"Governmental Authority" means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and any self-regulatory organization.

"Governmental Authorization" means any authorization, approval, consent, franchise, license, covenant, order, ruling, permit, certification, exemption, notice, declaration or similar right, undertaking or other action of, to or by, or any filing, qualification or registration with, any Governmental Authority.

"Group" means the Loan Parties.

"Guaranteed Obligations" has the meaning assigned to such term in each Guaranty.

"Guarantor" means (i) each Vessel Owning Subsidiary, (ii) each other Subsidiary that becomes a party to the Guaranty pursuant to the terms hereof and thereof, and (iii) Star Bulk.

"Guaranty" means the Guaranty executed by the Guarantors dated as of the Effective Date, in substantially the form of Exhibit C, together with any joinder thereto in accordance with the terms thereof.

"Guaranty Obligation" means, as to any Person (the "guaranteeing person"), any obligation of (i) the guaranteeing person or (ii) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case if such obligation is guaranteeing or in effect guaranteeing any Indebtedness, or leases, dividends or other obligations which are substitutes for or equivalents of Indebtedness (the "primary obligations") of any other third Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guaranty Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation of any guaranteeing person shall be deemed to be the lower of (x) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guaranty Obligation is made and (y) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be such guaranteeing person's maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

"Hazardous Materials" means (a) petroleum and petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials, polychlorinated biphenyls and radon gas and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

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"IMO" means the International Maritime Organization.

"Indebtedness" of any Person at any date means, without duplication, (a) all indebtedness of such Person for borrowed money (other than current trade liabilities, customer advances and customer deposits incurred in the ordinary course of business and payable in accordance with customary practices) or which is evidenced by a note, bond, debenture or similar instrument, (b) the portion of the obligations of such Person under Financing Leases included as indebtedness on the balance sheet of such Person in accordance with US GAAP (subject to the limitations set forth in the definition of "Financing Leases"), (c) the portion of the obligations of such Person in respect of acceptances issued or created for the account of such Person included as indebtedness on the balance sheet of such Person in accordance with US GAAP, and (d) all reimbursement or counter indemnity obligations of such Person in respect of amounts already paid under letters of credit, guarantees or similar instruments backing another Person's obligations of the types described in the foregoing clauses (a), (b) and (c).

 

"Indemnified Costs" has the meaning specified in Section 7.05 hereof.

 

"Indemnified Party" has the meaning specified in Section 8.04(b) hereof.

"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Documents, and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

"Initial Lenders" has the meaning specified in the recital of parties to this Agreement.

"Inter Company Charter" means in respect of any Collateral Vessel, any bareboat, time or other charter between a Loan Party and another Loan Party or Affiliate thereof.

"Interest Payment Date" means (a) with respect to any Term Loan, the last day of each Interest Period applicable to such Term Loan; provided that (i) if any Interest Period for any Term Loan exceeds one month, the respective dates that fall every one (1) month after the beginning of such Interest Period shall also be Interest Payment Dates and (ii) whenever an Interest Payment Date would otherwise occur on a day other than a Business Day, such Interest Payment Date shall be extended to occur on the next succeeding Business Day; provided, however, that, if such extension would cause such Interest Payment Date to occur in the next following calendar month, such Interest Payment Date shall occur on the next preceding Business Day, and (b) with respect to each Term Loan, the Maturity Date.

"Interest Period" means, for any Term Loan, (a) the period commencing on the date of borrowing of such Term Loan and ending on the fifteenth (15^th) day of the calendar month immediately following the calendar month in which the Effective Date occurs and (b) thereafter, each subsequent period commencing on the first day after the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower in accordance with the provisions below. The duration of each such Interest Period (other than the initial Interest Period) shall be one, two, three or six months, or such other period as all Lenders of the applicable Term Loan may agree, as the Borrower may, upon notice received by the Administrative Agent not later than 2:00 P.M. (New York time) on the third Business Day prior to the first day of such Interest Period, select; provided, that (i) from and after the date of the Final Borrowing, there shall not be more than five (5) Interest Periods in effect in respect of the Term Loans, (ii) no Interest Period in respect of any Term Loan shall extend beyond the Maturity Date, (iii) if the Borrower fails to choose the duration of an Interest Period in a timely manner, such next following Interest

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Period shall be one (1) month, and (iv) whenever the last day of any Interest Period (including the initial Interest Period) would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that, if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day.

"Internal Revenue Code" means the United States Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

"Interpolated Rate" means, at any time, the rate per annum determined by the Administrative Agent (which determination shall be conclusive and binding absent manifest error), to be equal to the rate that results from interpolating on a linear basis between: (a) the Screen Rate for the longest period that is shorter than the Applicable Period and (b) the Screen Rate for the shortest period that exceeds the Applicable Period, in each case, at such time.

"Investments" has the meaning specified in Section 5.02(1) hereof.

"Insurance Advisor" means the independent insurance advisor appointed by the Administrative Agent on the instruction of the Required Lenders.

"IRS" means the United States Internal Revenue Service.

"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention as adopted by the IMO, as the same may be amended from time to time.

"ISPS Code" means the International Ship and Port Facility Security Code as adopted by the International Maritime Organization, as the same may be amended or supplemented from time to time.

"ISSC" means a valid and current International Ship Security Certificate issued under the ISPS Code.

"Judgment Currency" has the meaning specified in Section 8.16 hereof.

"Lender Affiliate" means any Lender who would, if the proviso to the definition of the term "Affiliate" is ignored, be an Affiliate of the Borrower or any Subsidiary of the Borrower.

"Lenders" means the Initial Lenders, subject to Section 8.07, and each Person that shall become a party hereto as a lender in accordance with the terms of Section 8.07 hereof.

"LIBOR" means, for any Interest Period, (a) the London interbank offered rate as administered by ICE Benchmark Administration Limited (or any other Person that takes over the administration of such rate) for the applicable currency for a period equal in length to such Interest Period as displayed on the applicable Reuters Screen that displays such rate (or, in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected by the Administrative Agent, as applicable, in its reasonable discretion) (in each case, the "Screen Rate") at approximately 11:00 A.M., London time, on the Quotation Day; provided, that, if the applicable Screen Rate shall not

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be available at such time for such Interest Period (an "Applicable Period") with respect to the applicable currency, then the Eurodollar Base Rate shall be the Interpolated Rate at such time.

"Lien" means any lien, security interest or other charge or encumbrance of any kind, including, without limitation, the lien or retained security title of a conditional vendor.

"Loan Documents" means this Agreement, the Notes, the Collateral Documents and any Swap Agreement.

"Loan Parties" means the Borrower and each Guarantor (other than Star Bulk).

"Manager" means (a) with respect to technical management, (i) Star Bulk S.A., an Affiliate of the Borrower and (ii) with respect to the Collateral Vessels m/v ▇▇▇▇▇▇ and m/v LOWLANDS BEILUN, Maryville, until the expiration or termination of the time charter that is in effect on the Vessel Acquisition Closing Date with respect to such Collateral Vessel, (b) with respect to commercial management, Interchart Shipping Inc., or (c) any successor manager appointed with the prior written consent of the Administrative Agent (given at the direction of the Required Lenders in their sole discretion) in accordance with the terms of Section 5.01(n)(iii) hereof.

"Manager's Undertakings" means, collectively, the undertakings provided by the Manager with respect to each Collateral Vessel acquired on or after the Effective Date, including, in each case, inter alia, a statement reasonably satisfactory to the Administrative Agent and the Required Lenders that any lien in favor of the Manager with respect to a Collateral Vessel is subject and subordinate to the Ship Mortgages.

 

"Market Disruption Event" has the meaning specified in Section 2.04(c) hereof.

 

"Maryville" means Maryville Maritime Inc., a Liberian corporation.

"Material Adverse Effect" means a material adverse effect on (a) the business, financial condition, assets or operations of the Group taken as a whole, or (b) the rights and remedies of the Administrative Agent, the Security Trustee or any other Secured Party under any Loan Document.

"Maturity Date" means the eighteenth month anniversary of the Effective Date, provided, however, that if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.

"Multiemployer Plan" means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, that is subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA and to which a Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five (5) plan years made or accrued an obligation to make contributions.

"Multiple Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that is subject to the provisions of Title N of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA and (a) is maintained for employees of a Loan Party or any ERISA Affiliate and at least one Person other than the Loan Party and the ERISA Affiliates or (b) was so maintained and in respect of which the Loan Party or any ERISA Affiliate could have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

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"Net Cash Proceeds" means, (a) in the case of any Asset Disposition, the aggregate cash proceeds received by any Loan Party in respect of such Asset Disposition, net of the direct costs and expenses relating to such Asset Disposition, including (i) legal, accounting and investment banking fees, and brokerage and sales commissions, (ii) taxes paid or estimated in good faith to be payable as a result thereof, (iii) the principal amount, premium or penalty, if any, interest and other amounts on any Indebtedness or other obligations permitted hereunder that are secured by a Permitted Lien on the assets subject to such Asset Disposition and that is required to be repaid in connection with such Asset Disposition (other than Indebtedness under the Loan Documents) and (iv) any deduction of appropriate amounts to be provided by any Loan Party as a reserve in accordance with GAAP in respect of (A) the sale price of the assets that are the subject of such Asset Disposition (including in respect of any evaluation of such assets) or (B) any liabilities or indemnification obligations associated with the assets disposed of in such transaction and retained by any Loan Party after such sale or other disposition thereof and (b) in the case of any incurrence of Indebtedness, the aggregate cash proceeds received by any Loan Party from such incurrence, net of legal, accounting and investment banking fees, underwriting discounts and commissions and other reasonable fees and expenses actually incurred in connection therewith.

"Non-core Collateral Vessel" means a Collateral Vessel that is not a Core Collateral Vessel.

"Note" means a promissory note of the Borrower payable to a Lender in substantially the form of Exhibit A hereto with respect to such Lender's Term Loan Commitments and Term Loans, evidencing the initial amount of such Lender's Term Loan Commitments, as further set forth in Section 2.05 hereof.

"Obligations" means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f) hereof.

"OFAC" has the meaning specified in Section 4.01(v) hereof.

"Other Connection Taxes" means, with respect to the Administrative Agent or any Lender, Taxes imposed as a result of a present or former connection between such recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any loan or Loan Document).

"Other Taxes" means any and all present or future stamp, court, mortgage, intangible, recording, filing, documentary, or similar Taxes arising from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document or from the execution, delivery, performance or enforcement of, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.14).

"Participant" has the meaning specified in Section 8.07(e) hereof.

"Participant Register" has the meaning specified in Section 8.07(g) hereof.

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"Patriot Act" has the meaning specified in Section 8.11 hereof.

"Payment Date" means each March 15, June 15, September 15, and December 15 commencing March 15, 2015, up to and including the Maturity Date (and subject to the provisions of Section 2.06 hereof); provided that whenever a Payment Date would otherwise occur on a day other than a Business Day, such Payment Date shall be extended to occur on the next succeeding Business Day.

"Permitted Business" has the meaning specified in Section 5.01(s) hereof

"Permitted Collateral Liens" means (a) with respect to any Collateral Vessel, any Permitted Liens; provided that any such Permitted Lien may only be senior in priority to the Liens on such Collateral Vessel granted under the Ship Mortgages by operation of law and (b) with respect to any other Collateral, any Permitted Lien.

"Permitted Holders" means, collectively, Oaktree Capital Management, L.P. and its Affiliates.

"Permitted Lien" has the meaning specified in Section 5.02(b)(i) hereof.

"Permitted Refinancing Transaction" means a transaction pursuant to which a Subsidiary of the Borrower incurs Indebtedness, the net proceeds of which are used to refinance the outstanding Term Loans in part, and not in whole; provided that, (i) such Indebtedness is to be secured by one or more of the Core Collateral Vessels, (ii) the Net Cash Proceeds of such Indebtedness shall be in excess of the aggregate of the Release Amounts for the Core Collateral Vessels described in clause (i) above with respect to such Permitted Refinancing Transaction, (iii) after giving effect to the release of the Vessel Owning Subsidiaries with respect to such Core Collateral Vessels contemplated by Section 8.10(c), no Loan Party (other than the Borrower) shall have any liability in respect of such Indebtedness, (iv) the Borrower shall have delivered to the Administrative Agent not less than ten (10) Business Days (or such shorter period as the Administrative Agent may reasonably determine) prior to the consummation of such Permitted Refinancing Transaction a certificate signed by an authorized signatory or attorney of the Borrower, setting forth a brief description of the Permitted Refinancing Transaction, an estimate of the net cash proceeds to be received therefrom, the Core Collateral Vessels described in clause (i) above and the estimated date on which the Permitted Refinancing Transaction is to be consummated and (v) both before and after giving effect to the consummation of such Permitted Refinancing Transaction and related releases of Guarantors and Collateral contemplated by Section 8.10(c), no Default or Event of Default shall have occurred and be continuing and the Borrower shall be in compliance on a pro forma basis with the covenants set forth in Section 5.04.

"Person" means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company or other entity of whatever nature, or a Governmental Authority.

 

"Plan" means a Single Employer Plan or a Multiple Employer Plan. "Platform" has the meaning specified in Section 8.02 hereof

"Prime Rate" means, for any day, a floating rate of interest per annum equal to the rate last

quoted by the Wall Street Journal (or another national publication reasonably selected by the Administrative Agent) as the "prime rate" in the United States. Any change in such rate quoted by

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the Wall Street Journal shall take effect at the opening of business on the day such change in rate is quoted by such publication.

"Process Agent" has the meaning specified in Section 8.15 hereof.

"Prohibited Country" means (a) any state, country or jurisdiction which is subject to any Embargo Laws which would have the effect of prohibiting the sale, lease, charter, or voyage of a vessel to or from such country or otherwise cause the Administrative Agent, Security Trustee, Lenders, Borrower or any of the Borrower's Subsidiaries to be in contravention of any applicable Embargo Laws, (b) any country to which voyages are not covered under the insurances required to be maintained by the Borrower or any of the Borrower's Subsidiaries or (c) any country which the Administrative Agent determines, on its own or upon the direction of the Required Lenders, now or in the future due to a change in law or circumstances, that voyages to such country would materially prejudice the Administrative Agent's or the Security Trustee's ability to enforce the remedies or realize the benefits of the Liens and rights established under this Agreement and the Collateral Documents. The parties hereto hereby agree that the following countries, without limitation, are designated Prohibited Countries: Cuba, Iran, Syria, Sudan and North Korea.

"Prohibited Person" means any individual or entity: (a) with whom the Borrower or any of its Subsidiaries is prohibited or restricted in engaging in transactions or exporting goods or services to under the Embargo Laws, including without limitation a Person who by reason of being a resident of, domiciled in, organized under the laws of Prohibited Country has the effect of making such person subject to applicable Embargo Laws or (b) who is designated on any United Nations Security Council Resolution or any European Union or United States list, order, or other published designation of terrorists, narcotics traffickers, proliferators of weapons of mass destruction or other lists of barred or restricted entities or individuals including without limitation OFAC' s list of Specially Designated Nationals.

"Reference Banks" means three (3) banks selected by the Administrative Agent and approved by the Borrower (such approval not to be unreasonably withheld).

"Register" has the meaning specified in Section 8.07(c) hereof

"Regulation U" means Regulation U of the Board of Governors of the United States Federal Reserve System.

"Release Amount" means, with respect to any Core Collateral Vessel, the dollar amount set forth opposite the name of such Core Collateral Vessel in the column "Release Amount" on Schedule III hereto.

"Required Lenders" means at any time Lenders owed or holding Term Loans constituting greater than sixty six and two-thirds percent (66-2/3%) of the aggregate principal amount of the Term Loans outstanding at such time.

"Required Non-Affiliate Lenders" means Lenders (other than Lender Affiliates) holding a majority of the outstanding Term Loans held by Lenders (other than Lender Affiliates).

"Requirement of Law" means, as to any Person, the certificate of incorporation and by-laws

or other organizational or governing documents of such Person, and any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case

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applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.

"Responsible Officer" means, with respect to any Person, its chief executive officer, president, general counsel, any senior vice president or any corporate vice president having familiarity with the matters in respect of which such corporate vice president is acting as a Responsible Officer under this Agreement, or, with respect to financial matters, the chief financial officer, treasurer or chief accounting officer of such Person, or with respect to any manager-managed limited liability company, a Responsible Officer of the manager of such limited liability company.

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. and any successor thereto.

"Scheduled Vessel" means, collectively, the vessels set forth on Annex A to the Vessel Purchase Agreement.

"SEC" means the United States Securities and Exchange Commission or any successor thereto.

"Secured Parties" means the Administrative Agent, the Security Trustee, the Lenders and any Swap Providers.

"Security Trust Agreement" means the Security Trust Agreement dated as of the Effective Date between the Administrative Agent and Wilmington whereby Wilmington agrees to act as Security Trustee and "Mortgagee", as applicable, on behalf of the Secured Parties with respect to holding the Ship Mortgages and acting as "Chargee" or "Pledgee", as the case may be, under the Account Pledge Agreement, in substantially the form of Exhibit I hereto.

"Security Trustee" means Wilmington in its capacity as security trustee under the Security Trust Agreement.

"Ship Mortgage" means, with respect to (a) any Republic of the ▇▇▇▇▇▇▇▇ Islands flag Collateral Vessel pledged on or after the Effective Date, a first preferred ship mortgage in favor of the Security Trustee, in each case, substantially the form of Exhibit E hereto (with appropriate changes reasonably satisfactory to the Administrative Agent) or (b) a Collateral Vessel under the flag of any other jurisdiction, a first priority (subject to Permitted Collateral Liens) ship mortgage or statutory mortgage and related deed of covenants containing substantially similar provisions as those set forth in Exhibit E hereto or otherwise in form and substance reasonably satisfactory to the Administrative Agent.

"Single Employer Plan" means a single employer plan, as defined in Section 4001(a)(15) of ERISA, that is subject to the provisions of Title IV of ERISA or Section 412 of the Internal Revenue Code or Section 302 of ERISA and (a) is maintained for employees of a Loan Party or any ERISA Affiliate and no Person other than the Loan Party and the ERISA Affiliates or (b) was so maintained and in respect of which a Loan Party or any ERISA Affiliate could have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

"Solvent" means, with respect to any Person or group of Persons on a Consolidated basis on a particular date, that on such date (a) the present fair salable value of the assets of such Person or group of Persons taken as a whole is not less than the amount that will be required to pay the

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probable liability of such Person or group of Persons taken as a whole on its debts as they become absolute and matured, (b) such Person or group of Persons taken as a whole does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's or group of Persons' taken as a whole ability to pay as such debts and liabilities mature and (c) such Person or group of Persons taken as a whole is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which the property of such Person or group of Persons taken as a whole would be unreasonably small in relation to such business or such transaction. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.

"Star Bulk" has the meaning specified in the Preliminary Statements.

"Stock Pledge" means, collectively, any Pledge of Membership Interests (or shares, as the case may be) pledged on or after the Effective Date granted by the respective owners thereof in favor of the Administrative Agent, in substantially the form of Exhibit H hereto (with appropriate changes reasonably acceptable to the Administrative Agent), together with any joinders thereto in accordance with the terms thereof, in each such case, together with appropriate irrevocable proxies, undated stock or interest powers, delivery to the Administrative Agent of the share or membership interest certificates, undated resignations of all directors and officers of all entities the shares or membership interests of which are pledged and any notices required pursuant to the terms thereof.

"Subsidiary" of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate or other entity of which (or in which) more than fifty percent (50%) of (a) the issued and outstanding Equity Interests or other ownership interests having ordinary voting power to elect a majority of the board of directors or a majority of other equivalent managers of such corporation, partnership or other entity are at the time owned (other than securities or interests having such power only by reason of the occurrence of a contingency), or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person, (b) the interest in the capital or profits of such limited liability company, partnership or joint venture or (c) the beneficial interest in such trust or estate, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person's other Subsidiaries. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

"Swap Agreement" means each and every interest rate swap agreement between a Swap Provider and the Borrower with respect to the Facility. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guaranty of, or grant of any Lien to secure, any obligations in respect of a Swap Agreement by any Loan Party shall not include any Excluded Swap Obligations.

"Swap Obligation" shall mean, with respect to any Guarantor, any obligation to pay or perform under any agreement, contract or transaction that constitutes a "swap" within the meaning of section 1 a(47) of the Commodity Exchange Act or any rules or regulations promulgated thereunder.

"Swap Provider" means any counterparty to a Swap Agreement that at the time such Swap Agreement is entered into (i) is a Lender or an Affiliate of a Lender or (ii) is designated in a writing

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delivered by the Borrower to the Administrative Agent as a "Swap Provider" with the consent of the Administrative Agent and the Required Lenders.

"Taxes" means any and all present or future taxes, levies, imposts, duties, assessments, deductions, withholdings (including backup withholding), fees and other charges imposed by any Governmental Authority (including any and all penalties, fines and interest relating thereto and other additions thereto).

"Term Loan Commitments" means, as to each Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01 in an aggregate principal amount not to exceed the amount set forth opposite such Lender's name on Schedule I hereto under the caption "Term Commitment" or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The initial aggregate amount of the Term Loan Commitments is two hundred thirty-one million dollars ($231,000,000).

"Term Loans" or "Loans" means, collectively, the term loans deemed made by the Lenders to the Borrower from time to time pursuant to Section 2.02 hereof in the aggregate principal amount not to exceed two hundred thirty-one million dollars ($231,000,000).

"Term Loan Repayment Amount" has the meaning given to it in Section 2.06 hereof

"Total Loss" has the meaning specified in Section 1.15(d)(iv) of the relevant Ship Mortgage.

"Transactions" means collectively (i) the entering into of this Agreement and the other Loan Documents to be entered into on the Effective Date, including the transactions contemplated by Section 2.01 on the Effective Date, (ii) the purchase of the Scheduled Vessels and Chartered SPV Interests pursuant to the terms of the Vessel Purchase Agreement on or after the Effective Date, (iii) the entering into Vessel Acquisition Joinder Documents from time to time on or after the Effective Date, and (iv) the payment of all fees and expenses to be paid on or about the Effective Date and on each Vessel Acquisition Closing Date thereafter in connection with the foregoing.

"United States" or "U.S." means the United States of America.

"US GAAP" has the meaning specified in Section 1.04 hereof.

"USA PATRIOT Act" has the meaning specified in Section 4.01(v) hereof

"Vessel Acquisition Closing Date" means, (a) (i)with respect to any Scheduled Vessel, the date on which such Scheduled Vessel is acquired by a Vessel Owning Subsidiary pursuant to the Vessel Purchase Agreement and (ii) with respect to any Chartered SPV Interests, the date on which such Chartered SPV Interests are acquired by the Borrower and (b) the conditions set forth in Section 3.02 hereof with respect to such Scheduled Vessel have been satisfied (or waived in accordance with Section 8.01 hereof).

"Vessel Acquisition Financed Consideration" means, with respect to any Scheduled Vessel or Chartered SPV Interests, the amount set forth in the column entitled "Vessel Acquisition Financed Consideration" opposite the name of the applicable Scheduled Vessel or Chartered Company on Annex D to the Vessel Purchase Agreement as in effect on the date hereof.

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"Vessel Acquisition Joinder Documents" means the Loan Documents referred to on Schedule VII hereto.

 

"Vessel Disposition" has the meaning specified in Section 5.02(e)(iii) hereof.

"Vessel Owning Subsidiary" means each entity listed on Schedule III (as such schedule may be amended from time to time or in accordance with the provisions of Section 5.02(e) or 5.04(b) hereof or Schedule VII) under the column entitled "Vessel Owning Subsidiary" that is the owner of a Collateral Vessel and any other entity that from time to time becomes the owner of a Collateral Vessel.

"Vessel Purchase Agreement" has the meaning specified in the Preliminary Statements.

"Wholly Owned Subsidiary" means any Subsidiary of the Borrower, all of the outstanding Equity Interests in which (other than director's qualifying shares) are owned, directly or indirectly, by the Borrower.

"Wilmington" has the meaning specified in the recital of parties to this Agreement.

Section 1.02. Interpretation. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:

Section 1.03. Computation of Time Periods. In this Agreement in the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including", the words "to" and "until" each mean "to but excluding" and the word "through" means "to and including".

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Section 1.04. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles from time to time in effect in the United States ("US GAAP"). If at any time any change in US GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in US GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with US GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in US GAAP.

Section 1.05. Rounding. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).

Section 1.06. Times of Day. Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).

ARTICLE II

AMOUNTS AND TERMS OF THE TERM LOANS

Section 2.01. Term Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make to the Borrower from time to time, on any Business Day on or after the Effective Date term loans in an aggregate principal amount for all such loans not to exceed the amount of such Lender's Term Loan Commitment. No amount of any Term Loan once repaid or prepaid may be reborrowed.

Section 2.02. Making the Term Loans.

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If the proceeds of any Term Loan to be made by a Lender will be used by Excel to repay Indebtedness of Excel to such Lender or its Affiliates, then, in lieu of funding its Term Loan in cash, such Lender, by irrevocable notice to the Administrative Agent and Excel, may deem its Term Loan made in the amount of Indebtedness to be repaid to it or its Affiliate and such Lender shall be deemed to have issued and to hold a Term Loan hereunder for all purposes hereof.

Section 2.03. Fees. The Borrower shall pay to the Administrative Agent for its

account such fees for performing its duties hereunder and under the other Loan Documents in the amounts and at the times as may from time to time be agreed in writing between the Borrower and the Administrative Agent.

Section 2.04. Interest. (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of the Term Loans owing to each Lender from the Effective Date until such principal amount shall be paid in full, at a rate per annum at all times during each Interest Period equal to the sum of (x) the applicable LIBOR for such Interest Period plus (y) the Applicable Margin. Interest shall be payable monthly on each Interest Payment Date.

(each, a "Market Disruption Event"), then (x) the Administrative Agent shall promptly notify the Borrower and the Lenders of such Market Disruption Event, and (y) so long as such circumstances shall continue and until the Administrative Agent shall notify the Borrower that such circumstances no longer exist in accordance with clause (iv) below, all portions of the Term Loans of each Lender that experiences such Market Disruption Event shall bear interest at a rate equal to the Base Rate plus the Applicable Margin, less 1% per annum.

Section 2.05. Evidence of Debt. (a) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender under each Term Loan held by such Lender, including the amounts of principal and interest payable and paid to

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such Lender from time to time hereunder, and prior to any transfer of any Note held by such Lender, shall endorse on the reverse side thereof the outstanding principal amount of such Term Loans evidenced thereby as of the time of such transfer.

Section 2.06. Scheduled Repayment of Term Loans. The Borrower shall repay the Term Loan ratably on each quarterly Payment Date (commencing with the first Payment Date specified below) that falls on or prior to the Maturity Date in the aggregate principal amount of Term Loans set forth below opposite the relevant Payment Date (each such amount, a "Term Loan Repayment Amount"), as the same may be reduced as provided in Sections 2.07 and 2.08 hereof Notwithstanding anything to the contrary herein, on the Maturity Date the Borrower shall repay the outstanding principal amount of the Term Loans.

Payment Date (as may be adjusted in accordance with the definition thereof)		Term Loan Repayment Amount (as may be reduced in accordance with Sections 2.07 and 2.08)
1  March 15, 2015		$	6,000,000.00
2  June 15, 2015		$	6,000,000.00
3  September 15, 2015		$	6,000,000.00
4  Maturity Date		Remaining outstanding principal amount of Term Loans

Section 2.07. Optional Prepayments. Upon at least three (3) Business Days' prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, the Borrower may prepay the outstanding principal amount of the Term Loans in whole or in part, together with accrued interest to the date of such prepayment on the principal amount prepaid. Such notice shall be irrevocable, except to the extent the notice states that it is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. All prepayments pursuant to this Section 2.07 shall be made on the last day of the then existing Interest Period with respect to the Term Loans being prepaid or shall be subject to Break Funding Costs with respect thereto in accordance with the terms of Section 2.11(d) hereof Each

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prepayment in whole or in part of the Term Loans shall be in the aggregate amount of $1,000,000 or an integral multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and shall be applied ratably among the Lenders to reduce the remaining Term Loan Repayment Amounts (a) in the direct order of their maturities or (b) in such other manner as the Borrower may specify in writing. In each case of an optional prepayment with respect to the Term Loans, the Required Lenders shall send to each of the parties hereto a revised principal repayment schedule, which revision, provided that the Borrower does not notify the Required Lenders of any objection thereto, shall supersede the schedule set forth in Section 2.06 hereof.

Section 2.08. Mandatory Prepayments.

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Indebtedness, less an amount equal to the minimum liquidity required to be maintained pursuant to the terms of such Permitted Refinancing Transaction at such time.

Section 2.09. Increased Costs.

and the result of any of the foregoing shall be to increase the cost to such Lender or Administrative Agent of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or Administrative Agent hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Administrative Agent, the Borrower will pay to such Lender or Administrative Agent, as the case may be, such additional amount or amounts as will compensate such Lender or Administrative Agent, as the case may be, for such additional costs incurred or reduction suffered.

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Section 2.10. Illegality. (a) Notwithstanding any other provision of this Agreement, if any Lender shall notify the Administrative Agent that the introduction of, or any change in, or any change in the interpretation or application of, any law or regulation after the Effective Date shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender or its Applicable Lending Office to perform its obligations hereunder to continue to fund or maintain its Term Loans hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) any obligations of such Lender to continue to fund or maintain such Term Loans shall terminate and (ii) the Borrower shall prepay all affected outstanding Term Loans on the last day of the then existing relevant Interest Period (if such Lender may lawfully continue to maintain such Term Loans to such day) or immediately (if such Lender may not lawfully continue to maintain such Term Loans to such day) (which prepayment may be effected pursuant to the provisions set forth in Section 2.14(b) hereof). Upon any such prepayment, the Borrower shall also pay accrued interest on the amount prepaid and Break Funding Costs, if any and any other amounts due under Section 8.04(c) hereof.

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such Lender to maintain its Term Loans on which interest would accrue based upon LIBOR shall be suspended and (ii) each existing affected Term Loan shall be continued with an interest rate for each day equal to the sum of (w) the Federal Funds Rate, plus (x) the Applicable Margin, plus (y) such per annum percentage as such Lender reasonably determines will compensate it for its cost of maintaining such Term Loan (including lost profits to the extent related to LIBOR no longer being the reference interest rate).

Section 2.11. Payments and Computations. (a) The Borrower shall make each payment hereunder and under any other Loan Document not later than 2:00 P.M. (New York time) on the day when due in Dollars to the Administrative Agent at the Administrative Agent's Account in same day funds. The Administrative Agent will promptly thereafter cause to be distributed like funds relating to the payment of principal or interest ratably (except as otherwise expressly provided under this Agreement or any other Loan Document, including amounts payable pursuant to Section 2.09, 2.10, 2.12 or 8.04(c) hereof) to the Lenders for the account of their respective Applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such Lender for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 8.07(c) hereof, from and after the effective date specified in such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under any other Loan Document in respect of the interest assigned thereby to the Lender assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

Section 2.12. Taxes. (a) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, provided that if a Loan Party or the Administrative Agent shall be required by applicable law to deduct or withhold any Taxes from any such payment (as determined in the good faith discretion of the applicable Loan Party or the Administrative Agent), then (i) such Loan Party or the Administrative Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law, and (ii) if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after making all required deductions or withholdings (including

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deductions applicable to additional sums payable under this Section 2.12(a)), the Administrative Agent, each Lender and each other Secured Party, as appropriate, receives an amount equal to the sum it would have received had no such deduction or withholding been made.

 

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Each party's obligations under this Section 2.12 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of the Term Loans and all other obligations under any Loan Document.

Section 2.13. Sharing of Payments, Etc. If any Lender shall obtain any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) on account of the Term Loans or other Credit Obligations owing to it under the Loan Documents (other than pursuant to Section 2.09, 2.10, 2.12 or 8.04(c) hereof or in connection with an assignment or participation, any payment made pursuant to Section 8.07 hereof) in excess of its ratable share of payments on account of the Term Loans or other Credit Obligations obtained by all the Lenders, such Lender shall forthwith purchase from the other Lenders such participations in the Term Loans or other Credit Obligations owing to them as shall be necessary to cause such purchasing Lender to share the excess payment ratably with each of them; provided, however, that (x) if all or any portion of such excess payment is thereafter recovered from such purchasing Lender, such purchase from each Lender shall be rescinded and such Lender shall repay to the purchasing Lender the purchase price to the extent of such recovery together with an amount equal to such Lender's ratable share (according to the proportion of (i) the amount of such Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any

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interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered and (y) the provisions of this Section 2.13 shall not be construed to apply to any payment made by or on behalf of the Borrower pursuant to and in accordance with the express terms of this Agreement or any amount received by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loans to any assignee or participant. Each Loan Party agrees that any Lender so purchasing a participation from another Lender pursuant to this Section 2.13 may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such participation as fully as if such Lender were the direct creditor of each Loan Party in the amount of such participation.

Section 2.14. Mitigation. (a) If, after the Effective Date, the Borrower is required to pay any material additional amount to any Lender under Section 2.09, 2.10(b) or 2.12 (or to any Governmental Authority for the account of any Lender pursuant to Section 2.12) hereof, or to repay a Lender pursuant to Section 2.10(a) hereof, then, if reasonably requested by the Borrower in writing, such Lender shall use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if, in the opinion of such Lender, such designation (i) would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue (or in the case of Section 2.10(a), avoid the need for a repayment pursuant to such Section) and (ii) would not subject such Lender to any unindemnified liability, loss, cost or expense and (iii) would not otherwise be disadvantageous to such Lender. The Borrower shall pay all reasonable costs and expenses incurred by the Administrative Agent or any Lender in connection with any such designation.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01. Conditions Precedent to the Effective Date. This Agreement shall become effective on the date by which the following conditions shall have been satisfied (or waived in

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accordance with Section 8.01 hereof) as notified by the Administrative Agent to the Borrower and the Initial Lenders, which date shall be substantially concurrent with the Effective Date:

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Effective Date and after giving effect to the Transactions to be consummated on the Effective Date, as though made on and as of such date (other than any such representations or warranties that, by their terms, refer to a date other than the Effective Date), (B) the Borrower and its Subsidiaries, on a Consolidated basis, are Solvent, (C) Star Bulk and its Subsidiaries, on a Consolidated basis, are Solvent and (D) no Default has occurred and is continuing.

searches) with respect the Borrower in all jurisdictions reasonably requested by the Administrative Agent, which searches shall show no effective filings against the Borrower other than filings in favor of the Administrative Agent or the Security Trustee or otherwise to the extent constituting a Permitted Lien, and no effective filings with respect to the Collateral other than in favor of the Administrative Agent or the Security Trustee or otherwise to the extent such Liens are Permitted Liens.

(xii) A copy of a document of the Borrower, certified by a Responsible Officer of the Borrower to be true and correct, showing all Subsidiaries of the Borrower as of the Effective Date and their jurisdiction of incorporation or organization, principal place of business and outstanding Equity Interests.

(xiii) Evidence reasonably satisfactory to the Administrative Agent, acting under the instructions of the Required Lenders, that following consummation of the Transactions, the Borrower and the other Loan Parties shall have no outstanding preferred equity, Indebtedness, Guaranty Obligations, or material contingent liabilities,

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except for Indebtedness, Guaranty Obligations and contingent liabilities incurred or permitted hereunder and under the other Loan Documents.

Section 3.02. Conditions Precedent to each Term Loan and Vessel Acquisition Closing Date. The obligation of each Lender to honor any Borrowing Request is subject to (x) the condition precedent that the Effective Date shall have occurred and (y) the satisfaction (or waiver in accordance with Section 8.01 hereof) of the following conditions precedent, each date of such satisfaction (or waiver) shall be a Vessel Acquisition Closing Date:

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Each Borrowing Request submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in this Section 3.02 have been satisfied on and as of the date of (or shall be substantially concurrently with) the applicable Borrowing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrower. On the Effective Date, the Borrower represents and warrants as follows:

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requisite corporate (or limited liability company) power and authority and all requisite Governmental Authorizations to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. Each Loan Party that is organized under the laws of the Republic of the ▇▇▇▇▇▇▇▇ Islands is a non-resident corporation or limited liability company that is not doing business in the Republic of the ▇▇▇▇▇▇▇▇ Islands.

(iii) conflict with or result in the breach of, or constitute a default or require any payment to be made by such Loan Party under, any agreement with respect to Indebtedness or any other material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on any Loan Party, any of its Subsidiaries or any of their properties or (iv) except for the Liens created under the Loan Documents, result in or require the creation or imposition of any Lien upon or with respect to any Collateral, except, as, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Loan Party or any of its Subsidiaries is in material violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award except to the extent that any such violation, individually and in the aggregate, could not be reasonably expected to have a Material Adverse Effect.

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validity of such Liens, (iii) the perfection or maintenance of the perfection of the Liens created under the Collateral Documents (including the first priority nature thereof, subject to Permitted Collateral Liens) or (iv) the exercise by the Administrative Agent or the Security Trustee or any Lender of its rights under the Loan Documents or its remedies in respect of the Collateral pursuant to and in accordance with the Collateral Documents, except, as, individually and in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries, including any Environmental Action, pending or threatened in writing before any Governmental Authority or arbitrator that (i) individually and in the aggregate, could reasonably be expected to have a Material Adverse Effect or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the Transactions.

No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Term Loan will be used to purchase or carry any margin stock, or to refund Indebtedness originally incurred to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, any margin stock in any manner that violates the provisions of Regulation T, U or X of the Board of Governors of the United States Federal Reserve System.

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Indebtedness and Guaranty Obligations of the Borrower and its Subsidiaries outstanding as of the Effective Date after giving effect to the Transactions to be consummated on the Effective Date showing as of such date the obligor and the principal amount outstanding thereunder (other than any such Indebtedness or Guaranty Obligations owing to another Loan Party, to the extent not prohibited hereunder).

(s)          (i)            Set forth on Schedule III hereto is a complete and accurate list of all Collateral Vessels owned by each Loan Party as of the most recent Vessel Acquisition Closing Date (or, with respect to the Effective Date, as of the Effective Date) and required to be subject to a Ship Mortgage on such date pursuant to the Loan Documents; and each such Collateral Vessel is duly registered in the name of the respective Loan Party as shipowner under the laws and flag of the jurisdiction indicated. None of the Loan Parties is a bareboat charterer of a vessel that is not a Collateral Vessel.

Company Charters, if any, will be subject and subordinate in all respects to (A) the lien of the relevant Ship Mortgage in respect of the Collateral Vessel that is the subject of an Inter Company Charter and (B) the rights of the Administrative Agent or the Security Trustee, respectively, under such Ship Mortgage or otherwise, pursuant to a subordination agreement in form and substance reasonably satisfactory to the Security Trustee.

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(x) U.S. export and embargo laws including without limitation the Trading and Enemy Act, as amended, and other statutes, executive orders and regulations administered by the United States Department of the Treasury's Office of Foreign Assets Control ("OFAC"); and the United States Department of State, EU embargo laws, and applicable embargo laws of other jurisdictions in which the Borrower or any of its Subsidiaries are domiciled or operate (collectively "Embargo  Laws"), and (y) all applicable financial recordkeeping and reporting requirements, including those applicable provisions of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 ("USA PATRIOT Act"), and the applicable anti-money laundering statutes of jurisdictions where the Borrower or any Subsidiary conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the "Anti-Money Laundering Laws") and (z) United States Foreign Corrupt Practices Act of 1977 as amended, EU anti-corruption laws, and the anti-corruption laws in any country in which the Borrower or any Subsidiary is domiciled or operates ("Anti-Corruption Laws").

(iii)            To the Borrower's knowledge, no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Borrower or any Subsidiary with respect to the Embargo Laws, the Anti-Money Laundering Laws, or the Anti-Corruption Laws (x) is pending or threatened in writing or (y) has been brought against the Borrower or any Subsidiary in the last five (5) years.

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to a contravention of any law, official requirement or other regulatory measure or procedure applicable to the Borrower or such Loan Party which has been implemented to combat "money laundering" (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Community).

ARTICLE V

COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants. So long as any Term Loan or any other Credit Obligation shall remain unpaid (other than contingent obligations for indemnification or reimbursement in accordance with the terms of the Loan Documents for which no claim has been made), the Borrower covenants and agrees that it and each other Loan Party will:

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sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials in accordance with the requirements of all Environmental Laws; except, in each case, to the extent that such failure to comply, obtain or renew, conduct or undertake, individually and in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(i)        Maintenance of Properties, Etc. Maintain and preserve, and cause each of the other Loan Parties to maintain and preserve, all of its properties that are necessary or used in the conduct of its business in good working order and condition, ordinary wear and tear excepted and except for (i) non-overdue conditions, recommendations or notations affecting class and (ii) Asset Dispositions permitted by Section 5.02(e) hereof.

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Collateral) to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (D) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Administrative Agent, the Security Trustee and the Secured Parties the rights granted or now or hereafter intended to be granted to any of them under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party is or is to be a party.

Appraisal Requirements. The Borrower, at its expense, shall cause to be delivered two (2) appraisal reports covering each Core Collateral Vessel, with each such appraisal report to be prepared by an Approved Broker and indicating the Fair Market Value of the applicable Core Collateral Vessels, (i) semi-annually on each June 30 and December 31 following the applicable Vessel Acquisition Closing Date, commencing with the first June 30 or

December 31 occurring after the initial Vessel Acquisition Closing Date (such appraisal reports to be delivered within ten (10) Business Days after the end of each such semi-annual period (or such later date agreed to by the Administrative Agent)) and (ii) while an Event of Default has occurred and is continuing, as the Administrative Agent may reasonably request (acting at the direction of the Required Lenders), reasonably promptly after receipt of such request. For the purposes of this Section 5.01(1) or elsewhere in any Loan Document where an appraisal of Core Collateral Vessels is required, the parties shall use Approved Brokers, and the Borrower shall advise the Administrative Agent of the Approved Brokers selected by it.

 

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(ii)         Each Loan Party which owns or operates, or will own or operate, a Collateral Vessel, is qualified, and at all times shall be qualified, to own and operate such Collateral Vessel in all jurisdictions in which such Collateral Vessel is flagged or operated.

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renewals) and, upon the Administrative Agent's request, any other charter or any such other agreement.

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a Permitted Refinancing Transaction), or, as the case may be, the ownership of the Equity Interests in Subsidiaries existing as of the Effective Date or future Subsidiaries permitted pursuant to Section 5.02(h) hereof, and in each of the foregoing cases, any business substantially related or incidental thereto or reasonable extensions thereof ("Permitted Business").

Section 5.02. Negative Covenants. So long as any Term Loan or any other Credit Obligation shall remain unpaid (other than contingent obligations for indemnification or reimbursement in accordance with the terms of the Loan Documents for which no claim has been made), the Borrower covenants and agrees that:

"Permitted Liens" means:

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that, with respect to Taxes, assessments or other charges referred to in clauses (x), (y) and (z), adequate reserves with respect thereto are maintained on the books of the Borrower or other applicable Loan Party (or Subsidiary) in conformity with US GAAP.

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Guaranty, (B) guaranties or indemnities from time to time required in the ordinary course of business by any protection and indemnity or war risks association with which a Collateral Vessel is entered, (C) Guaranty Obligations incurred to procure the release of a Collateral Vessel from any arrest, detention, attachment or levy or for the salvage of a Collateral Vessel, (D) in the case of the Borrower, guaranties of charter obligations of any other Loan Party and (E) in the case of the Borrower, guaranties in respect of the obligations of an Excluded Subsidiary under a Permitted Refinancing Transaction.

(ii)            Asset Dispositions (other than of a Collateral Vessel) to a Loan Party, provided, that the security interests (if any) over such assets in favor of the Administrative Agent or the Security Trustee, as applicable, are continued in a manner reasonably satisfactory to the Administrative Agent;

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substance reasonably satisfactory to the Administrative Agent and signed by a Responsible Officer of the Borrower (1) stating the agreed sale price for the applicable Collateral Vessel (or Equity Interests of the applicable Vessel Owning Subsidiary) and (2) certifying that the cash consideration to be received for the applicable Collateral Vessel (or Equity Interests of the applicable Vessel Owning Subsidiary) is not less than the Fair Market Value of such Collateral Vessel (and the Fair Market Value of such Collateral Vessel shall be appraised in accordance with the terms of Section 5.01(1) hereof, if requested by the Borrower or the Administrative Agent); provided that with respect to any Total Loss of a Collateral Vessel, the Borrower shall be required under this Section 5.02(e)(iii) only to give notice thereof promptly after the occurrence of such Total Loss (and the Administrative Agent shall promptly notify each Lender of any notice of Vessel Disposition or Total Loss);

For the purposes of this Section 5.02(e), the term "fair market value" means the value that would be paid by a willing and able buyer to an unaffiliated willing and able seller in a transaction on an arm's length basis not involving duress.

Notwithstanding anything in this Agreement or any Loan Documents to the contrary an Asset Disposition of a Collateral Vessel or 100% of the Equity Interests of a Vessel Owning Subsidiary may only occur in accordance with clause (iii) of this Section 5.02(e).

 

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(f)        Limitation on Dividends and Other Payments. The Borrower will not declare or pay any dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any shares of any class of Equity Interests of the Borrower, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Subsidiary; provided that (i) so long as the Borrower is a partnership or disregarded entity for United States federal income tax purposes, the Borrower may declare or pay dividends to its members for, and in the amount of, United States federal income taxes actually payable by such members but only to the extent such taxes are attributable to the operation and assets of the Borrower and its Subsidiaries, (ii) the Borrower may pay a distribution to its members of a Distribution Election Amount in accordance with Section 2.08(a) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result from such payment, (B) on a pro forma basis after giving effect to such payment, (1) the Borrower is in compliance with the covenants set forth in Section 5.04 and (2) the ratio of (x) the aggregate outstanding principal amount of Term Loans to (y) the aggregate Fair Market Value of the Core Collateral Vessels is not greater than 0.55 to 1.00 and (C) the Borrower delivers a certificate to the Administrative Agent signed by a Responsible Officer of the Borrower certifying that such conditions are satisfied, setting forth computations in reasonable detail regarding the condition set forth in clause (B) above and (iii) the Borrower may pay dividends and distributions to its members so long as (A) no Default or Event of Default shall have occurred and be continuing or would result from such payment, (B) on a pro forma basis after giving effect to such payment, (1) the Borrower is in compliance with the covenants set forth in Section 5.04 and (2) the ratio of (x) the aggregate outstanding principal amount of Term Loans to (y) the aggregate Fair Market Value of the Core Collateral Vessels is not greater than 0.70 to 1.0 and (C) the Borrower delivers a certificate to the Administrative signed by a Responsible Officer of the Borrower certifying that such conditions are satisfied, setting forth computations in reasonable detail regarding the condition set forth in clause (B) above and stating the amount of such dividend or distribution.

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or other constitutive documents, in each case, if and to the extent such amendment would be materially adverse to the interests of the Secured Parties.

permitted by Section 5.02(e) hereof, the Borrower will not, and will not permit any Subsidiary to, engage in any advance, loan, extension of credit or capital contribution to, or otherwise acquire any stock, bonds, notes, debentures or other securities of or any assets constituting a business unit of or make any other investment in, any Person (all of the foregoing, collectively, "Investments") except:

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Notwithstanding anything to the contrary in this Agreement, the Borrower may, and may permit any Loan Party to, create or acquire, and permit to exist, any new Subsidiary after the date hereof in connection with the posting of additional collateral to cure a Default under Section 5.04(b) hereof, provided, that (A) such Subsidiary (1) shall not have any Indebtedness (other than in respect of the Loan Documents and other Indebtedness permitted hereunder) or, at the time of its creation, any other Guaranty Obligations, (other than Guaranty Obligations permitted hereunder), (2) is or becomes party to the Guaranty and (3) assigns and grants to the Administrative Agent or Security Trustee a Lien on substantially all of its assets which shall be pursuant to documentation substantially similar to those delivered on the Effective Date pursuant to Section 3.01(a) hereof, and if such Subsidiary owns a vessel, shall include documentation substantially similar to those delivered on an applicable Vessel Acquisition Closing Date pursuant to clause (a) of Schedule VII (and the Administrative Agent shall add such vessel to Schedule III hereto and send to all parties hereto such revised Schedule Ill), and otherwise pursuant to security documentation reasonably satisfactory to the Administrative Agent, and (B) the capital stock of such Subsidiary shall be pledged pursuant to the Stock Pledge, in each case, together with customary corporate deliveries and opinions.

Section 5.03. Reporting Requirements. So long as any Term Loan or any other Credit Obligation shall remain unpaid (other than contingent obligations for indemnification or reimbursement in accordance with the terms of the Loan Documents for which no claim has been made), the Borrower will furnish to the Administrative Agent for distribution to the Lenders; (provided that the delivery

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requirements of the Borrower under Sections 5.03(b) and (c) hereof shall be deemed satisfied to the extent filings satisfying such requirement are made with the SEC):

Borrower setting forth in reasonable detail the nature of such Default and the action that the Borrower or applicable Subsidiary has taken and proposes to take with respect thereto.

 

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(iv)           At the time the financial statements described in clause (ii) above are delivered, a Certificate of Compliance with respect to and attaching the computations used by the Borrower in determining compliance with the covenants contained in Section 5.04 hereof; provided that in the event of any change in US GAAP used in the preparation of such financial statements, the Borrower shall also provide, together with such financial statements, if necessary for the determination of compliance with Section 5.04 hereof, a statement of reconciliation conforming such financial statements to US GAAP.    

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documents or other information are furnished by any Loan Party, or any Loan Party knows or has reason to know that any such records, documents or other information has been furnished by any ERISA Affiliate, to the PBGC pursuant to Section 4010 of ERISA with respect to any Plan sponsored or maintained by any Loan Party or any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, a copy of such records, documents or information.

Section 5.04. Financial Covenants. So long as any Term Loan or any other Credit Obligation shall remain unpaid (other than contingent obligations for indemnification or reimbursement in accordance with the terms of the Loan Documents for which no claim has been made), the Borrower will:

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as any Default in respect of this Section 5.04(b) is not caused by any voluntary Vessel Disposition, such Default shall not constitute an Event of Default so long as within thirty (30) days of the occurrence of such Default, the Borrower shall either (i) post additional collateral (or cause any Guarantor to post additional collateral) reasonably satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Administrative Agent, sufficient to cure such Default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions or (ii) prepay the outstanding Term Loans in an amount sufficient to cure such Default (it being understood that any action taken in respect of this proviso shall only be effective to cure such Default pursuant to this Section 5.04(b) to the extent that no other Default or Event of Default which is continuing exists hereunder immediately after giving effect to such action). The aggregate Fair Market Value of the Core Collateral Vessels shall be redetermined (x) upon each delivery of appraisals of the Collateral Vessels pursuant to Section 5.01(1) and (y) upon the occurrence of a Total Loss with respect to a Core Collateral Vessel. If such additional collateral is comprised of a vessel, the Administrative Agent shall add such vessel to Schedule III hereto as a Core Vessel and send to all parties hereto such revised Schedule III.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01. Events of Default. If any of the following events ("Events of Default") shall occur and be continuing:

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amount payable in respect of, any Indebtedness of such Loan Party or such Subsidiary or Star Bulk (as the case may be) that is outstanding in a principal amount of at least $15,000,000 either individually or in the aggregate (but excluding Indebtedness outstanding hereunder), when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to any such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness or otherwise to cause, or to permit the holder thereof to cause, such Indebtedness to mature; provided that this clause (e) shall not apply to secured Indebtedness or obligations that become due solely as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness or obligations as long as such Indebtedness or obligations are repaid in accordance with the terms thereof; or

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contribution liabilities that have arisen) could reasonably be expected to result in a Material Adverse Effect; or

then, and in any such event, (A) if such event is an Event of Default specified in clause (i) or (ii) of Section 6.01(f) above, the Term Loans (with accrued interest thereon) and all other amounts owing under this Agreement, the Notes and any other Loan Document shall automatically and immediately become due and payable, and (B) if such event is any other Event of Default, then, with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice of an Event of Default to the Borrower, declare the Term Loans (with accrued interest thereon) and all other amounts owing under this Agreement, the Notes and any other Loan Document to be due and payable forthwith, whereupon the same shall

immediately become due and payable. Except as expressly provided above in this Section, presentment, demand, protest and all other notices of any kind are hereby expressly waived by the Borrower.

Section 6.02. Remedies.

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Trustee shall take direction, if given, from the Required Lenders (including as to acceleration pursuant to Section 6.01), provided that if no action is taken for a period of 90 days, such Persons shall take instructions from the Required Non-Affiliate Lenders, provided, such Persons shall follow the instructions of the Required Lenders if the Required Lenders have commenced and are diligently pursuing in good faith enforcement action with respect to the Borrower or the Collateral.

Section 6.03. Application of Proceeds. Following an Event of Default which is continuing, all monies and proceeds of any enforcement action shall be applied by the Administrative Agent on behalf of the Secured Parties against all or any part of the Credit Obligations, in the following order:

ARTICLE VII

THE ADMINISTRATIVE AGENT

Section 7.01. Authorization and Action.

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Administrative Agent and the Security Trustee shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lenders and all holders of Notes; provided, however, that the Administrative Agent and the Security Trustee shall not be required to take any action that exposes it to personal liability or that is contrary to this Agreement, any other Loan Document or applicable law. The Administrative Agent agrees to give to each Lender prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. For the avoidance of doubt, the terms of Section 8.01 hereof shall govern and control all discretionary acts, including but not limited to consents, waivers, and amendments, of the Administrative Agent and the Security Trustee relating to the Loan Documents.

(b)            The provisions of this Article VII shall apply to, and enure to the benefit of, and be binding on, the Security Trustee as though it were named herein to the same extent such provisions apply to, and enure to the benefit of, and are binding on, the Administrative Agent.

Section 7.02. Agent's Reliance, Etc. Neither the Administrative Agent nor any of its respective directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, as provided in Section 8.07 hereof; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender and shall not be responsible to any Lender for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex) believed by it to be genuine and signed or sent by the proper party or parties.

Section 7.03. Wilmington and Affiliates. With respect to any Term Loans or Notes held by it, if any, Wilmington shall have the same rights and powers under the Loan Documents as any other Lender and may exercise the same as though it were not the Administrative Agent or Security Trustee; and the term "Lender" or "Lenders" shall, unless otherwise expressly indicated, include Wilmington in its individual capacity. Wilmington and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, any Loan Party, any of its Subsidiaries and any Person that may do business with or own securities of any Loan Party or any such Subsidiary, all as if Wilmington were not the Administrative Agent and without any duty to account therefor to the Lenders. The Administrative Agent shall not have any duty to disclose any information obtained or received by it or any of its Affiliates relating to any Loan Party or any of its Subsidiaries to the extent such information was obtained or received in any capacity other than as the Administrative Agent.

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Section 7.04. Lender Credit Decision. Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on the financial statements attached to the Disclosure Statement and such other documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement.

Section 7.05. Indemnification. (a) Each Lender severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower) from and against such Lender's ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, the "Indemnified Costs"); provided, however, that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 8.04 hereof, to the extent that the Administrative Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 7.05 applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

Section 7.06. Successor Administrative Agent. (a) The Administrative Agent may resign at any time by giving written notice thereof to the Lenders and the Borrower; provided, however, that, except as otherwise provided in this Section 7.06, any resignation or removal of the Administrative Agent will not be effective until it has also been replaced as Administrative Agent (including as Successor Trustee under the Security Trust Agreement and as mortgagee under the Ship Mortgages) and released from all of its obligations in respect thereof. In addition, the Required Lenders shall have the right to

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remove the Administrative Agent for cause at any time and to appoint a successor Administrative Agent in accordance with this Section 7.06.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Amendments, Etc. (a) No amendment or waiver of any provision of any Loan Document, nor consent to any departure by any Loan Party therefrom or any discharge of a Loan Party shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent and the respective Loan Parties party hereto and thereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. The Administrative Agent shall not execute any amendment or waiver (except as specifically provided in Section 8.01(c) hereof) or give any consent unless it shall have received the prior written consent of the Required Lenders.

 

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Notices and other communications to the Lenders hereunder may be delivered and furnished by electronic communication (including e-mail and Internet or intranet websites, including the Platform) pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices to any Lender pursuant to Article II, if such Lender has notified the Administrative Agent that it is incapable of receiving such notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e­mail address shall be deemed to be received upon the sender's receipt of an acknowledgement from the intended recipient (such as by the "return receipt requested" function, as available, return email or other written acknowledgment), provided that if such notice or communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or other communications posted to an Internet or intranet website shall be deemed to be received upon the deemed receipt of the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or other communication is available and identifying the website address therefor.

The Loan Parties agree that the Administrative Agent may make any communication available to the Secured Parties by posting the communications on Intralinks, Fixed Income Direct or a substantially similar electronic transmission system (the "Platform"). The Loan Parties acknowledge that the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution.

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE". THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN

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ANY COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH ANY COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE, WILMINGTON OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR REPRESENTATIVES OF THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE, WILMINGTON OR THEIR RESPECTIVE AFFILIATES (COLLECTIVELY, "AGENT PARTIES") HAVE ANY LIABILITY TO ANY LENDER, ANY LOAN PARTY OR ANY OTHER PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION BY ANY LOAN PARTY, ANY OF THE AGENT PARTIES OR ANY OTHER PERSON OF ANY COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF SUCH AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM THE AGENT PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

Each Lender agrees that notice to it (as provided in the next sentence) specifying that any communications have been posted to the Platform shall constitute effective delivery of such communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify the Administrative Agent in writing (including by electronic communication) from time to time of such Lender's email address to which the foregoing notice may be sent by electronic transmission and (ii) that the foregoing notice may be sent to such email address.

Section 8.03. No Waiver; Remedies Cumulative; Entire Agreement. (a) No failure or delay on the part of any Lender or the Administrative Agent in exercising any right hereunder or under any Note or any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right hereunder or thereunder. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

(b)  This Agreement and the other Loan Documents constitute the entire agreement of the parties with respect hereto.

Section 8.04. Costs and Expenses. (a) The Borrower shall pay on demand all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent and the Security Trustee incurred in connection with the preparation, execution, delivery, administration, modification and amendment of, or any consent or waiver under, the Loan Documents (including, without limitation, (A) all due diligence, collateral review, transportation, computer, duplication, appraisal, audit, insurance, consultant, independent insurance advisor fee, search, filing and recording fees and expenses and (B) the reasonable out-of-pocket fees and expenses of counsel for the Administrative Agent with respect thereto, with respect to advising the Administrative Agent and the Security Trustee (provided that such counsel shall be limited for all such parties to one lead counsel and such local counsel (exclusive of any reasonably necessary specialty counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected Secured Party similarly situated), as to its rights or responsibilities, or the perfection, protection or preservation of rights or interests, under the Loan

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Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors' rights generally and any proceeding ancillary thereto) and (ii) all reasonable and documented out-of-pocket costs and expenses of Administrative Agent, the Security Trustee and each other Secured Party in connection with the enforcement of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors' rights generally, including, without limitation, the reasonable fees and expenses of counsel with respect thereto; provided that such counsel shall be limited for all Secured Parties to one lead counsel and such local counsel (exclusive of any reasonably necessary specialty counsel) as may reasonably be deemed necessary by the Administrative Agent in each relevant jurisdiction and, in the case of an actual or perceived conflict of interest, one additional counsel per affected Secured Party similarly situated. In addition, the Borrower shall pay on demand all reasonable and documented out-of-pocket costs and expenses (including legal fees and expenses) of each Initial Lender incurred in connection with the preparation, execution and delivery of this Agreement and the other Loan Documents.

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Section 6.01 hereof or for any other reason, or by an Eligible Assignee to a Lender other than on the last day of the relevant Interest Period upon an assignment of rights and obligations under this Agreement pursuant to Section 8.07 as a result of a demand by the Borrower pursuant to Section 8.07(a) hereof, or if the Borrower fails to make any payment or prepayment of a Term Loan for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.07, 2.08 or 6.01 hereof or otherwise, the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for any additional losses, costs or expenses (excluding any loss of Applicable Margin or other margin) that it may reasonably incur as a result of such payment or such failure to pay or prepay, as the case may be, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender to fund or maintain such Term Loan.

Section 8.05. Right of Set-off. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent and each Lender and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by the Administrative Agent, such Lender or such Affiliate to or for the credit or the account of the Borrower against any and all of the Credit Obligations of the Borrower now or hereafter existing, irrespective of whether the Administrative Agent or such Lender shall have made any demand under this Agreement or such Note or Notes and although such Credit Obligations may be unmatured; provided that if any account subject to an Account Pledge Agreement is maintained with any Secured Party or any of its Affiliates, such Secured Party or Affiliate hereby waives any right of set-off with respect to such account, except to the extent otherwise provided in the applicable Account Pledge Agreement. The Administrative Agent and each Lender agrees promptly to notify the Borrower after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender and their respective Affiliates under this Section are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Administrative Agent, such Lender and their respective Affiliates may have.

Section 8.06. Binding Effect; Assignment by Borrower. (a) This Agreement shall become effective with respect to the parties hereto as of the Effective Date and shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns on the occurrence of the Effective Date.

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Section 8.07. Assignments and Participations. (a) Each Lender may and, in the case of a Lender if demanded by the Borrower (following a demand by such Lender pursuant to Section 2.09, 2.10 or 2.12 hereof) upon at least five (5) Business Days' notice to such Lender and the Administrative Agent, will, assign to one or more Persons all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of the Term Loans owing to it and the Note or Notes held by it); provided, however, that (i) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of a Lender or an Approved Fund of a Lender or an assignment of all of a Lender's (together with its Affiliates and Approved Funds) rights and obligations under this Agreement, the amount of the aggregate Term Loans of the assigning Lender being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 or an integral multiple of $1,000,000 in excess thereof (provided that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds, if any), (ii) each such assignment shall be to an Eligible Assignee, (iii) each such assignment made as a result of a demand by the Borrower pursuant to this Section 8.07(a) shall be arranged by the Borrower after consultation with the Administrative Agent and shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or other such assignments that together cover all of the rights and obligations of the assigning Lender under this Agreement, (iv) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 8.07(a) unless and until such Lender shall have received one or more payments from either the Borrower or one or more Eligible Assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the Term Loans owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount and all other amounts then due and payable to such Lender under this Agreement and (v) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note subject to such assignment and a processing and recordation fee of $3,500 (or $1,000, in the case of an assignment by a Lender to an Affiliate or an Approved Fund of such assigning Lender) (unless waived or reduced by the Administrative Agent). Upon such execution, delivery, acceptance and recording, from and after the effective date specified in each Assignment and Acceptance, (x) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender hereunder and (y) the Lender assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all or the remaining portion of an assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto).

(b)     By executing and delivering an Assignment and Acceptance, the Lender assignor thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Documents or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its respective obligations under the Loan Documents or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement and the other Loan Documents, together with copies of the financial statements referred to in Sections 5.03(b) and (c) hereof and such other documents and information as it has

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deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes the Administrative Agent and the Security Trustee to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated to the Administrative Agent and the Security Trustee by the terms thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender.

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solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under the Loan Documents and (v) no Participant shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder (to the extent such Participant would be entitled to share therein), in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation.

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other Loan Documents (including, without limitation, the Term Loans owing to it and the Notes held by it) in favor of any United States Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the United States Federal Reserve System.

Section 8.08. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. Delivery by telecopier or other electronic transmission of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart of this Agreement.

Section 8.09. Confidentiality. Each of the Administrative Agent and the other Secured Parties agrees to maintain the confidentiality of the Confidential Information, except that Confidential Information may be disclosed (a) to Administrative Agent's or such other Secured Party's Affiliates and their officers, directors, employees, agents and advisors in connection with the Transaction, the Loan Documents and the transactions contemplated hereby (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Confidential Information and instructed to keep such Confidential Information confidential), (b) subject to an agreement containing provisions at least as restrictive as those in this Section 8.09, to actual or prospective Eligible Assignees, participants, (c) to the extent required by any law, rule or regulation or judicial process, (d) to the extent requested or required by any Governmental Authority or examiner (including the National Association of Insurance Commissioners or any similar organization or quasi-regulatory authority) regulating such Secured Party, (e) subject to an agreement containing provisions substantially similar to those in this Section 8.09, to any rating agency in connection with obtaining a rating for the Term Loans, (f) to the extent required in connection with any litigation or proceeding to which Administrative Agent or such Secured Party or any of its Affiliates may be a party or (g) in connection with the exercise of any right or remedy under this Agreement or any other Loan Document. Each of the Administrative Agent and the other Secured Parties acknowledges that (i) the Confidential Information may include material non-public information concerning the Borrower or its Subsidiaries or their respective securities, as the case may be, (ii) it has developed compliance procedures regarding the use of material non-public information in accordance with applicable law and (iii) it will handle such material non-public information in accordance with applicable law, including the federal and state laws of the United States of America.

Section 8.10. Releases. The Secured Parties irrevocably agree that:

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Lien granted under the Collateral Documents in accordance with the terms of the Loan Documents and this Section 8.10;

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(including terminations of or amendments to Uniform Commercial Code Financing Statements) as may be reasonably requested by the Borrower, and (F) remove the respective Collateral Vessel from Schedule III hereto and send to all parties hereto such revised Schedule III;

Administrative Agent or Security Trustee under any Loan Document shall be automatically  released in connection therewith in accordance with this Section 8.10. The Administrative Agent and Security Trustee will, at the Borrower's expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guaranty and the other Loan Document and the release of such Liens in accordance with the terms of the Loan Documents and this Section 8.10.

Upon request of the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's and the Security Trustee's authority to release their respective interest in particular types or items of Collateral, or to release any Guarantor from its obligations under the Guaranty (and any Lien on any Collateral of such Person granted to or held by the Administrative Agent or the Security Trustee under any Loan Document), pursuant to this Section 8.10.

Section 8.11. Patriot Act Notification. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA PATRIOT ACT (Title III of Pub.L. 107-56 (signed into law October 26, 2001)) (as amended from time to time, the "Patriot Act") or other similar laws, it is or may be required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act or other similar laws. The Borrower shall, and shall cause each of its Subsidiaries to, provide such information and take such actions as are reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act or such other similar laws.

Section 8.12. JURISDICTION, ETC. (a) EXCEPT TO THE EXTENT SET FORTH EXPRESSLY IN ANY LOAN DOCUMENT, (i) THE BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION, AND (ii) EACH OF THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND EACH LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION, OF THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES OF AMERICA SITTING IN

NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY

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ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS TO WHICH IT IS A PARTY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS IN THE COURTS OF ANY JURISDICTION.

Section 8.13. GOVERNING LAW. THIS AGREEMENT AND THE NOTES AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW RULES (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

Section 8.14. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE SECURITY TRUSTEE AND THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS, THE TERM LOANS OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

Section 8.15. Process Agent. The Borrower irrevocably appoints Star Bulk (USA) LLC at ▇▇ ▇▇▇▇ ▇▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as its authorized agent (the "Process Agent") on which any and all legal process may be served in any action, suit or proceeding brought in any New York State Court or Federal Court of the United States of America, in each case sitting in New York County. The Borrower agrees that service of process in respect of it upon the Process Agent, together with written notice of such service given to it in the manner provided for notices in Section 8.02 hereof, shall be deemed to be effective service of process upon it in any such action, suit or proceeding. The Borrower agrees that the failure of the Process Agent to give notice to it of any such service shall not impair or affect the validity of such service or any judgment rendered in any such action, suit or proceeding based thereon. If for any reason the Process Agent named above shall cease to be

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available to act as such, the Borrower agrees to irrevocably appoint a replacement Process Agent in New York City, as its authorized agent for service of process, on the terms and for the purposes specified in this Section 8.15. Nothing in this Agreement or any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by applicable law.

Section 8.16. Judgment Currency. The Borrower hereby agrees that: (a) if, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in Dollars into another currency, the Borrower agrees, to the fullest extent permitted by applicable law, that the rate of exchange used shall be that at which in accordance with normal banking procedures, the Administrative Agent could purchase Dollars with such other currency on the Business Day preceding that on which final judgment is given, (b) the obligation of the Borrower in respect of any sum due from it to any Secured Party shall, notwithstanding any judgment in a currency (the "Judgment Currency") other than Dollars, be discharged only to the extent that on the Business Day following receipt by such Secured Party of any sum adjudged to be so due in the Judgment Currency, such Secured Party may in accordance with normal banking procedures, purchase Dollars with the Judgment Currency. If the amount of Dollars so purchased is less than the sum originally due to such Secured Party from the Borrower in Dollars, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify and hold harmless such Secured Party against such loss, and if the amount of Dollars so purchased is greater than the sum originally due to such Secured Party from the Borrower, such Secured Party shall remit to the Borrower such excess (or to any other Person who may be entitled thereto under applicable law).

Section 8.17. Partial Invalidity. If any term or provision of this Agreement or any other Loan Document or the application to any person or circumstance shall, to any extent, be held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining portions of this Agreement or the other Loan Documents, or the application of such term or provision to persons or circumstances, shall not be affected or impaired thereby. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. In the event of any such illegality, invalidity or unenforceability, the parties hereto shall negotiate in good faith with a view to agreeing on a legal, valid and enforceable replacement provision which, to the extent practicable, is in accordance with the intent and purposes of this Agreement and in its economic effect comes as close as possible to the illegal, invalid or unenforceable provision.

Section 8.18. Concerning Wilmington. It is expressly understood and agreed by and among all of the parties hereto that, except as otherwise expressly provided herein, in the Security Trust Agreement or in any other Loan Document, (a) each of this Agreement and any other Loan Document is executed and delivered by Wilmington, not in its individual capacity but solely as trustee under the Security Trust Agreement, in the exercise of the power and authority conferred and vested in it as Security Trustee, and/or as Administrative Agent, in the exercise of the power and authority conferred upon it as Administrative Agent under Article VII of this Agreement, (b) certain of the representations, undertakings and agreements made in the Loan Documents by the Security Trustee and the Administrative Agent are not personal representations, undertakings and agreements, but are binding only on Wilmington, as trustee, and/or as agent, and (c) except as set forth in the proviso to this sentence, nothing herein contained shall be construed as creating any liability of Wilmington or any incorporator or any past, present or future subscriber to the capital stock of, or stockholder, officer or director of, Wilmington to perform any covenant, whether express or implied, contained herein, all such liability, if any, being expressly waived by each of the other parties hereto and by an Person claiming by, through or under any such party; provided, however, that notwithstanding anything in this Section 8.18 to the contrary, Wilmington shall be liable only to the extent of its own gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and non-appealable judgment.

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Section 8.19. Concerning the Administrative Agent. The parties hereto recognize and agree that this Agreement is effective as to the Administrative Agent on August 20, 2014.

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

 

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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[Signature page to Senior Secured Credit Agreement]

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