Exhibit
4.13












TELEFAX




Via e-mail




3





An
      / To:
                        
                        Star
      Bulk Carriers Corp
                        
                        Attention:
                        Mr.
      Akis Tsirigakis
                        Mr.
      George Syllantavos
                      Von / From:
                        
                        Commerzbank AG
                        Global Shipping
                        Claas Ringleben & Carlo Glaeser
                        Ness 7 – 9
                        20457 Hamburg
                        e-mail:  claas.ringleben@commerzbank.com





Telefax
      No.
            Tel:
            Date:+49
      40 3683 4068
            +49
      40 3683 4060
            11 December
      2009If
      you receive this fax in error, illegible or not all pages, please call:
      +49-40-3683 - 4066 or - 4067








Amendment
of the existing USD 120 million Credit Facility dated 27th December 2007


Waiver
Letter for the period from 1 Feb 2010 – 31 Jan
2011





Dear
Akis,


dear
George,




we refer
to our recent discussions about (a) the release of m/v Star Alpha on or around
15 December 2009, with the proceeds from the sale to be free and clear to Star
Bulk, and (b) the extension of the waiver terms. We are pleased to inform you
that we have obtained the necessary board approvals for both of your requests,
on the basis of the following terms and conditions:





Part 1: Release of m/v Star
Alpha





(a)           Release of m/v Star Alpha


m/v Star
Alpha to be released upon your request for the purpose of delivering the vessel
to her buyers, together with the release of the corresponding security package.
We have noted that the delivery of the vessel is scheduled for or around the
15th of December 2009.





(b)           Sale Proceeds


The
proceeds from the sale amounting to USD 19.85 million shall be free and clear to
Star Bulk Carriers Corp.





Part 2: Term and Conditions
of the extended Waiver Period





(a)           Waiver Period:


From the
01st of February 2010 to and including 31St of January 2011





(b)           Repayments


The
repayment of USD 6.25 million shall commence on the 29th of January 2010, and
shall continue in 3 months intervals, with the next instalments accordingly to
be due end of April 2010, end of July 2010, end of October 2010, and so
forth.







(c)           Required Security Amount


During
the Waiver Period, the Loan to Value ratio shall at all times be below 90% until
30th of June 2010, and below 85% thereafter until the end of the Waiver Period.
The calculation of the Loan to value ratio shall include, inter alia, the
Pledged Deposit.





(d)           Pledged Deposit


The
Pledged Deposit to be increased by USD 1.25 million to USD 7.25 million, to be
held with and pledged to the Agent for the duration of the Waiver Period. The
Pledged Deposit to be released after the expiry of the Waiver Period subject to
the Loan to Value ratio to be equal to or below 74% after the Pledged
Deposit.





(e)           Covenants:


-
            Payment
      of dividends in excess of 5 ct per share and quarter, share repurchasing,
      and investments subject to no Event of Default, and the Agent's prior
      written consent, such consent not to be unreasonably withheld, and based
      on a case-by-case approach considering the then prevailing market
      circumstances and cash flow
prognosis




-
            Minimum
      Liquidity to be held in the company to be temporarily reduced to USD
      650,000 per fleet vessel. The Minimum Liquidity to be increased back to
      the levels originally agreed upon being USD 1 million per fleet vessel, or
      USD 10 million, after the release in full of the Pledged
      Deposit




-
            Equal/
      non-preferential treatment of banks, i.e. Star Bulk not to agree waiver
      terms with other lenders that are materially more favourable than those
      contained herein




(f)
Pricing


Libor +
Cost of Funds + Margin of 2.00% for the duration of the Waiver
Period.





(g) Waiver
Fee:


0.15 %
flat on USD 120 million, non-refundable, and payable in full on the earlier of
(a) the expiration date of the current Waiver Period being 29th of January 2010
and (b) any prepayment date.





(h)
Documentation


to be in
form and substance to be satisfactory to the Agent and its legal
advisors.





We hope
that the terms and conditions set out herein are acceptable for you, in which
case we ask you to kindly confirm your acceptance of the terms and conditions by
duly signing, dating and returning to us the executed version until the 15th of
December 2009.





Please do
not hesitate to contact us in case of any questions or clarification needs, we
will be at your disposal.





Yours
sincerely





COMMERZBANK


Aktiengesellschaft





/s/
      Claas Ringleben
            
            /s/
      Anne Randewig(Claas
      Ringleben)
            
            (Anne
      Randewig)







Accepted
on behalf of the Borrower and the Corporate Guarantors.





Authorised
      Signatory
            
            Place,
      Date