Exhibit
4.10





TELEFAX








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





Telefax
      No.
            Tel:
            Datum/Date;+49
      40 3683 4068 / 4123
            +49
      40 3683 4060
            12
      March 2010








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





Dear
Akis,


dear
George,





we refer
to our ongoing discussions about the amendments to our existing USD 120 million
credit facility following our mutual understanding that the loan to value ratio
may be in excess of the maximum loan to value ratio pursuant to clause 15
(Security Cover) of the Facility Agreement dated 27 December 2007. We are
pleased to inform you that we have obtained board approval for the application
of the Waiver Terms, as outlined in the forthcoming. Words and expressions
defined in the Loan Agreement shall have the same meaning when used in this
letter.





1.         Waiver
Period:


From
31st December 2008
to and including 31st January
2010;





2.         Waiver Period Security
Amount


During
the Waiver Period, the Loan to Value ratio shall at all times be less than 90%,
with the value including Security Enhancement 1 and Security Enhancement 2
described below;





3.         Security Enhancement
1:  Addition of Security Vessel + standard security
package:


m/v Star
Alpha, a capesize bulk carrier of 175,075 dwt, delivered from Stocznia in Poland
in 1992, the further details as disclosed to the Agent, together with the
standard security package, and a survey report of recent date to be acceptable
to the Agent;





4.         Security Enhancement
2:  Cash Pledge


Minimum
Liquidity of USD 6.0 million, to be held with and pledged to the Agent, and the
Minimum Liquidity to be released only subject to the loan to value ratio <
80% (excl. of the Cash Pledge); alternatively, the Borrower may repay the amount
equal to the Minimum Liquidity Amount;





5.         Covenants:


During
the Waiver Period, the payment of dividends, share repurchasing, and
investments, shall be subject to 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 conditions and cash flow
prognosis.












6.         Equal treatment of
Banks


The
Borrower not to agree waiver terms with other lenders that are materially more
favourable than those contained herein;





7.         Increase of
Margin


The
Margin shall increase to 2.00% p.a for the duration of the Waiver
Period.





8.         Cost of
Funds:


LIBOR to
be replaced by cost of funds for the duration of the Waiver Period.





9.         Waiver
Fee:


0.15 %
flat, non-refundable, due and payable on the earlier of (a) 18 March 2009, and
(b) prior to, or upon, signing of any documentation reflecting the Waiver
Terms.





10.       Documentation


In form
and substance to be satisfactory to the Agent





We hope
that the Waiver Terms set out herein are acceptable for you. We kindly ask you
to confirm the acceptance of our offer by returning to us a copy of this offer
duly signed by authorised signatures of the companies as set out below, until 20
March 2009 at the latest. Please do not hesitate to contact us in case of any
questions or clarification needs, we will be at your disposal.





We look
forward to hearing from you on the above, and remain with





Best
regards








COMMERZBANK


Aktiengesellschaft








/s/
      Claas Ringleban
            /s/
      Martin Hugger(Claas
      Ringleban)
            (Martin
      Hugger)








Accepted and agreed on
behalf of Star Bulk Carriers Corp.:








On    
      13/03/2009
              By:
              /s/
      Akis Tsirigakis(Date)
              (Signatures/Names)Akis
      Tsirigakis





SK 25767 0001
986808