d892836_ex4-7.htm


    

      Exhibit
4.7

       

      To:        Star
Bulk Carriers Corp.

      Trust
Company Complex

      Ajeltake
Road

      Ajeltake
Island

      Majuro

      The
Marshall Islands MH 96960

       

      
         

      

      
        	
                From:

                 

              	
                Piraeus
      Bank A.E. 

                47-49
      Alai Miaouli 

                185
      36 Piraeus

                Greece

              


      

       

      
         

        Dear
Sirs

         

      

      17 April 2008

       

      Loan
Agreement dated 14 April 2008 (the “Loan Agreement”) made between (i) Star Bulk
Carriers Corp. as borrower, (ii) the banks and financial institutions listed
therein as lenders (the “Lenders”), (iii) Piraeus Bank A.E. as agent (the
“Agent”) and as security trustee (the “Security Trustee”), in respect of a loan
facility of up to US$170,000,000.

       

      We refer
to the Loan Agreement. Words and expressions defined in the Loan Agreement shall
have the same meanings when used in this Letter.

       

      Following
a request by the Borrower, we, Piraeus Bank A.E. (in our capacity as a Lender)
have agreed to advance part of Tranche B, namely
$28,500,000, prior to completing the transfer of the Excess Commitment pursuant
to Clause 2.4 of the Loan Agreement subject to the Borrower agreeing to prepay
an amount of $8,500,000 if the Excess Commitment has not been transferred within
a period of 60 days commencing on the Drawdown Date of Tranche A.

       

      We hereby
confirm our approval and our consent to these arrangements is subject to the
registration of an addendum or supplement to each Mortgage required under the
laws of the Republic of the Marshall Islands.

       

      In
consideration of the above, the Creditor Parties and the Borrower hereby confirm
and agree that the Loan Agreement shall be amended with effect from 17 April
2008 as follows:

       

      
        	
                (a)

              	
                by deleting the definitions of “Availability
      Period”, “Tranche”, “Tranche B” and “Tranche
      C” in Clause 1.1 thereof in their entirety and substituting the same
      with:

                 

              


      

      “"Availability
Period” means, the period commencing on the date of this Agreement and
ending on:

       

      
        	
                 
      

              	
                (a)

              	
                in
      the case of Tranche A, Tranche B and Tranche C, 30 May 2008;                            

              


      

                  

      
        	 	(b)    	in
      the case of Tranche D, 30 August 2008;


      

       

      
        	 	(a) 	
                (or, in each case, such later date as the Agent
      may, with the authorisation of all the
      Lenders, agree with the Borrower);
  or

              


      

       

      
        	
                 
      

              	
                (c)

              	
                if
      earlier, the date on which the Total Commitments are fully borrowed,
      cancelled or terminated;”;

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      ““Tranche”
means each of Tranche A, Tranche B, Tranche C and Tranche D and, in the
plural, means all of them;” ;

       

      ““Tranche B”
means an amount of up to $28,500,000 to be made available in accordance
with the applicable provisions of this Agreement and which is to be applied in
providing the Borrower with liquidity for financing part of the acquisition cost
of “OMICRON”; “; and

       

      “Tranche C”
means an amount of up to $26,500,000 to be made available in accordance
with the applicable provisions of this Agreement and which is to be applied in
refinancing the Borrower’s equity remitted by the Borrower to Dampskibsselskabet
Norden A/S in respect of the acquisition of “OMICRON”;”;

       

      
        	
                 
      

              	
                (b)

              	
                by
      adding the following new definition of “Tranche D” in
      Clause 1.1 thereof:

              


      

       

      ““Tranche D”
means an amount of up to $50,000,000 to be made available in accordance
with the applicable provisions of this Agreement and which is to be applied in
providing the Borrower with liquidity for its general corporate
purposes;”;

       

      
        	
                 
      

              	
                (c)

              	
                by deleting Clauses 2.1 and 2.4 thereof in its
      entirety and substituting them with the following:

              


      

       

       

      
        	
                 
      

              	
                “2.1 Amount of
      facility. Subject to the other provisions of this Agreement, the
      Lenders shall make available to the Borrower a term loan facility not
      exceeding $170,000,000 in four Tranches, Tranche A, Tranche B, Tranche C
      and Tranche D.

              
	 	 
	 	

                2.4  
      Limit of initial Total Commitments.

              


      

        

       

      
        	
                (a)  
      

              	
                The Borrower hereby acknowledges that until
      Piraeus Bank A.E. transfers $85,000,000
      of its Commitments (“Excess
      Commitment”) to one or more Transferee Lenders it may only draw
      down Tranche A and Tranche 13 in the maximum principal amount of
      $93,500,000 in aggregate. If the Excess Commitment has not been been
      transferred within the period commencing on the Drawdown Date of Tranche A
      and ending 60 days thereafter (the “Relevant
      Period”) the Borrower shall prepay on the last day of the Relevant
      Period an amount of $8,500,000 in accordance with Clause 8.8 (b). Until
      such time as Piraeus Bank A.E. transfers the Excess Commitment the
      reference to Total Commitments in this Agreement shall be construed to
      mean (i) for the Relevant Period, $93,500,000 and (ii) at all times
      thereafter,
$85,000,000.

              


      

       

      
        	
                (b)  
      

              	
                As from the date of this Agreement the Borrower
      shall assist the Agent to find
      banks or financial institutions to whom Piraeus Bank A.E. will transfer
      the Excess Commitment in order to permit the Borrower to draw down Tranche
      C and Tranche D and to increase the maximum amount of the Loan to be made
      available hereunder to
  $170,000,000.

              


      

       

      
        	
                (c)  
      

              	
                The transfer of the Excess Commitment will (inter
      alia) operate to reduce Piraeus
      Bank A.E.’s Contribution in Tranche A and Tranche B to 50 per cent. of the
      aggregate amount of such
  Tranches.”;

              


      

       

      
        	
                (d)

              	
                by
      deleting Clauses 4.2(b)(ii) and (iii) and Clauses 4.2(c) and 4.2(d) in
      their entirety thereof in its entirety and substituting them with the
      following:

              


      

       

      
        	 	
                 "(i)

              	
                in
      the case of Tranche B, an amount of $28,500,000 which shall be
      made available in a single advance to the Borrower for the purpose
      of providing the Borrower with liquidity for financing part of the
      acquisition cost of “OMICRON”;

                 

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (ii)

              	
                in
      the case of Tranche C, an amount of $26,500,000 which shall be made
      available in a single advance to the Borrower for the purpose of
      refinancing the Borrower’s equity remitted by the Borrower to
      Dampskibsselskabet Norden A/S in respect of the acquisition of “OMICRON”;
      and

              


      

       

      
        	
                 
      

              	
                (iii)

              	
                in
      the case of Tranche D, an amount of $50,000,000 which shall be made
      available to the Borrower for the purpose of providing the Borrower with
      liquidity for its general corporate
purposes;”

              


      

       

      
        	
                 
      

              	
                (c)

              	
                Tranche
      B shall be made available to the Borrower after the Drawdown Date for
      Tranche A;

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Tranche
      C shall be made available to the
Borrower:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                after
      the Drawdown Date of Tranche B; and

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if
      Piraeus Bank A.E. has transferred to one or more Transferee Lenders the
      Excess Commitment;

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Tranche D shall be made available to the Borrower
      after the Drawdown Date
      of Tranche C; and” 

              


      

       

      
        	 	 	

                and
      redesignating the existing paragraph (e) of Clause 4.2 as paragraph
      (1);

              


      

        

       

      
        	
                (e)

              	
                by
      deleting Clause 8.8 thereof in its entirety and substituting it with the
      following new Clause 8.8:

              


      

       

              
“8.8 Mandatory
prepayment. If:

       

      
        	
                 
      

              	
                (a)

              	
                a
      Ship is sold or becomes a Total Loss the Borrower shall be obliged to
      prepay the Relevant Amount of the
Loan:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                if
      that Ship is sold, on or before the date on which the sale is completed by
      delivery of such Ship to the buyer;
or

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                if that Ship becomes a Total Loss, on the earlier
      of the date falling 180
      days after the relevant Total Loss Date and the date of receipt by the
      Lender of the proceeds of insurance relating to such Total
      Loss,

              


      

       

      and in
this Clause 8.8(a):

       

      
        	
                 
      

              	
                (A)

              	
                “Relevant
      Amount” means the higher of (aa) the Relevant Percentage of the
      Loan and (bb) an amount which after giving credit for the amount of the
      prepayment made pursuant to this Clause 8.8, results in the Security Cover
      Percentage being equal to the applicable Security Cover Percentage
      referred to in Clause 15.1;
and

              


      

       

      
        	
                 
      

              	
                (B)

              	
                “Relevant
      Percentage” means:

              


      

       

      
        	
                 
      

              	
                (aa)

              	
                in the case of a Collateral Ship, the Market Value
      of the Collateral Ship which
      has been sold or become a Total Loss (on the date on which the
      sale
      of such Ship is completed by delivery to its buyer or, as the case may
      be,
      on the Total Loss Date in respect of the Ship) expressed as a percentage
      of the aggregate Market Value (on the same date) of all the Ships then
      subject to a Mortgage;
and

              


      

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (bb)

              	
                in
      the case of “SINFONIA”:

              


      

       

      
        	
                 
      

              	
                (1)

              	
                if that Ship is sold or becomes a Total Loss in
      the period commencing on the
      Drawdown Date of Tranche A and ending on its fourth anniversary, a
      percentage which may be mutually agreed between the Borrower and the Agent
      (acting on the instructions of all the Lenders), or failing such agreement
      50 per cent. Provided that
      if an Event of Default or Potential Event of Default has occurred
      and is continuing at the relevant time the Relevant Percentage shall be a
      percentage of up to 100 per cent. specified by the Agent in a notice to
      the Borrower; and

              


      

       

      
        	
                 
      

              	
                (2)

              	
                if that Ship is sold or becomes a Total Loss at
      any time thereafter the Market
      Value of “SINFONIA” on the date on which such sale is completed or (as the
      case may be) the Total Loss Date in respect thereof expressed as a
      percentage of the aggregate Market Value (on the same date) of all the
      Ships then subject to a Mortgage;
  and

              


      

       

      
        	
                 
      

              	
                (b)

              	
                the
      Excess Commitment has not been transferred by Piraeus Bank A.E. to a
      Transferee Lender by the date falling 60 days after the Drawdown Date of
      Tranche A, the Borrower shall on that day prepay
    $8,500,000;”;

              


      

       

      
        	
                (f)

              	
                by
      adding the words “and Tranche B” after the words “Tranche A” in the first
      line of Clause 9.1(b);

              


      

       

      
        	
                (g)

              	
                by
      deleting Clause 9.1(c) thereof in its entirety and substituting it with
      the following new Clause 9.1(c):

              


      

       

      “(c)    that,
on or before the Drawdown Date relative to Tranche C, the Agent has transferred
the Excess Commitment in accordance with Clauses 2.4 and 26.3 and receives all
accrued commitment fee referred to in Clause 20.1;”;

       

      
        	
                (h)

              	
                by deleting the words “Tranche C” in the first
      line of Clause 9.1(d) and replacing them with
      the words “Tranche D”;
and

              


      

       

      
        	
                (i)

              	
                by
      construing all references in the Loan Agreement to “this Agreement”,
      “hereunder” and the like and in the Finance Documents to the “Loan
      Agreement” as references to the Loan Agreement as amended and/or
      supplemented by this letter.

              


      

       

      
        	
                2

              	
                Representations
      and Warranties The Borrower hereby represents and warrants to
      the

              


      

      Agent
that:

       

      
        	
                (a)

              	
                the representations and warranties contained in
      the Loan Agreement are true and correct on
      the date of this letter as if all references therein to “this Agreement”
      were references to the Loan Agreement as supplemented by this letter;
      and

              


      

       

      
        	
                (b)

              	
                this
      letter comprises the legal, valid and binding obligations of the Borrower
      enforceable in accordance with its
terms.

              


      

       

      
        	
                3

              	
                Loan Agreement
      and Finance Documents The Borrower hereby agrees with the Agent
      that the provisions of the Loan Agreement and the Finance Documents shall
      be and are hereby re-affirmed and remain in full force and effect and the
      Lender reserves the right at any time to demand repayment in full of all
      sums made available to the Borrower under the
  loan.

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
        	
                4

              	
                Notices.
      Clause 28 (notices) of the Loan Agreement shall extend and apply to
      this letter as if the same were (mutatis mutandis) herein expressly set
      forth.

              


      

       

      
        	
                5

              	
                Governing law
      This letter shall be governed by and construed in accordance with
      English law and Clause 30 (law and jurisdiction) of the Loan Agreement
      shall extend and apply to this letter as if the same were (mutatis
      mutandis) herein expressly set
forth.

              


      

       

      Please
confirm your acceptance to the foregoing terms and conditions by signing the
acceptance at the foot of this letter.

       

       

       

      Yours
faithfully

       

       

       

       

      __________________________________


       

      for and
on behalf of

      PIRAEUS BANK
A.E.

       

      Accepted
and agreed

       

       

       

       

      __________________________________

       

      for and
on behalf of

      STAR
BULK CARRIERS CORP.

       

       

      Dated 17
April 2008

       

      We hereby
confirm and acknowledge that we have read and understood the terms and
conditions of the above letter and agree in all respects to the same and confirm
that the Finance Documents (as that term is defined in the Loan Agreement) to
which we are a party shall remain in full force and effect and shall continue to
stand as security for the obligations of the Borrower under the Loan
Agreement.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      ______________________________

       

      for and
on behalf of 

      STAR
ALPHA LLC

       

      Date:17
April 2008

       

       

       

      __________________________________

       

      
        for and
on behalf of

        STAR BETA
LLC

      

       

      Date:17
April 2008

       

       

       

      __________________________________

       

      for and
on behalf of

      LAMDA
LLC

       

      Date:17
April 2008

       

       

       

       

       

       

      SK 25767
0001 892836

       


      
        
           


        

        
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