d1355544_ex4-11.htm


Exhibit 4.11























	
Commerzbank AG, DomstraRe 18, 20095 Hamburg, Germany

	  	
NCA Deutsche Schiffsbank


	  	  	  
	
Star Bulk Carriers Corp.

	  	
Claas Ringleben & Christiane Lippert


	
Attn.: Petros Pappas & Spyros Capralos

	  	
Postal address:


	
& Simos Spyrou

	  	
Domstralle 18, 20095 Hamburg, Germany


	
40 Ag. Konstantinou Str.

	  	
Telephone +49 40 37699 653 / - 652


	
15124 Maroussi, Athens

	  	
Fax           +49 40 37699 649


	  	  	
claas.rinolebenacommerzbank.com


	  	  	
christiane.lippert@commerzbank.com


	  	  	  
	  	  	  





GREECE


 


December 17, 2012







Commitment Letter


Restructuring of USD 120 million Credit Facility for 5 Supramax bulk carriers dated 27th Dec 2007 and of USD 26 million Credit Facility for a Capesize bulk carrier dated 3rd September 2010







Dear Petros, Spyros and Simos,







We are pleased to inform you that we have obtained board approval to submit to your goodselves a binding offer for the restructuring of the above mentioned credit facilites. Set forth below is a summary of the main terms and conditions of the restructuring, and the entering into such commitment or the making of our offer shall be subject to satisfactory execution of legal documentation acceptable to us.


We have noted the main characteristics of the vessels as follows:








	
Vessels A (USD 120m facility)

	
m/v Star Delta, a 2000-built Supramax bulk carrier of 52,434 dwt, currently trading spot, m/v Star Epsilon, a 2001-built Supramx bulk carrier of 52;434 dwt, currently trading spot, m/v Star Gamma, a 202-built Supramax bulk carrier of 52,500 dwt, currently under period charter to Cargill International until July 2013,


	  	
m/v Star Theta, a 2003-built Supramx bulk carrier of 52,425 dwt, currently trading spot,


	  	
m/v Star Zeta, a 2003-built Supramx bulk carrier of 52,994 dwt, currently trading spot


	
Vessel B (USD26m facility)

	
m/v Star Aurora, a 2000-built Capesize bulk carrier of 171,199 dwt, currently under period charter to Rio Tinto until July 2013












(each a "Vessel", and all together the "Vessels")







Part 1: The Parties:








	
Borrowers

	
Star Delta LLC., Star Epsilon LLC., Star Gamma LLC., Star Theta LLC., Star Zeta LLC., Star Aurora LLC.


	  	  
	
Owner/ Guarantor

	
Star Bulk Carriers Corp.


	  	  





 


 




 



	
Chairman of the Supervisory Board: Klaus-Peter Müller

	
Commerzbank Aktiengesellschaft, Frankfurt am Main


	
Board of Managing Directors: Martin Blessing (Vorsitzender/Chairman),

	
Registered Office: Frankfurt am Main Reg.No. 32000


	
Frank Annuscheit, Markus Beumer, Stephan Engels, Jochen Klõsges

	
VAT No. DE 114 103 514


	
Michael Reuther, Stefan Schmittmann, Ulrich Sieber, Martin Zielke

	  










 




  





  











  






 





 




 



	
Manager:

	
Star Bulk Carriers Corp.


	  	  
	
Agent, Lender:

	
Commerzbank AG, Hamburg / Germany,


	  	
with the right to transfer all or part of the commitment / contribution to other banks, financial institutions or other third parties reasonably acceptable to the owners.


	  	  
	
Part 2: The Restructuring Terms:


	  	  
	
Terms, other than those explicitly referred to herein, shall remain unchanged and in full force and effect in accordance with the original terms of the Credit Facilities dated 27th Dec 2007 and 3rd September 2010 respectively.


	  	  
	
Equity Contribution

	
Equity contribution of USD 30 million, to be injected on 31st March 2013 at latest. (=Condition Subsequent).


	  	  
	
Prepayment

	
Prepayment of USD 2 milllion, payable at latest 31st Dec 2012, to be applied pro rata against the balloons of the above mentioned facilities


	  	  
	  	
Reduction of the scheduled repayment instalments as follows:


	  	  
	
Repayment

	
Q1-Q4 2013:

	
40% of the scheduled repayment instalments


	  	
(=4 x USD 1,100,00 for Vessels A plus 4 x USD 380,000 for Vessel B)


	  	
Q1-Q4 2014:

	
50% of the scheduled repayment instalments


	  	
(=1 x USD 1,375,00 and 3 x USD 1,525,000 for Vessels A plus 4 x USD 475,000 Vessel B)


	  	
Q1 2015 onwards:

	
USD 3,050,000 plus USD 950,000 as per the


	  	
original repayment schedules


	  	  
	  	
Reduction of repayment instalments amount to USD 14.73 million (the "Deferred Amounts")


	  	  
	  	
Additional repayments towards deferred repayment instalments from excess cash (cash sweep on a pay-as-you-earn basis), to be tested half-yearly .


	  	  
	
Covenants

	
>

	
On-charter covenant Vessel B, waived until 31st July 2015:


	  	  	  
	  	
>

	
Dividend payment and investment restriction for the existing capital for as long as Deferred Amounts are outstanding and/or until original terms are complied with. For USD 10 million of the new equity contribution investment restriction for as long as Deferred Amounts are outstanding. For the remaining USD 20 million of the new equity contribution investments have to be at least cash-flow neutral for the year following the investment, to be certified within the half-yearly compliance certificates; no dividend payments.











  





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>

	
Up to USD 10 million of the new equity contribution to be held in Commerzbank accounts, unpledged, for as long as Deferred Amounts are outstanding, competetive bids assumed.


	  	  	  
	
Undertaking:

	
Within 2013 Borrowers undertake to bring at least 10 vessels not owned by Star Bulk under the management of the manager. Failure of which, a prepayment of USD 3 Million to be applied against the rescheduled instalment amounts will be due or the remaining rescheduled/reduced instalments will be increased by that amount.


	  	  	  
	
Asset cover:

	
>

	
Minimum Asset Cover Ratio to be at all times


	  	  	
- Full year 2013:

	
80%


	  	  	
- 1Q14-2Q14

	
85%


	  	  	
- 3Q14-4Q14

	
90%


	  	  	
- 1Q15 to 2Q15:

	
110%


	  	  	
- Thereafter:

	
135%


	  	  	  	  
	  	
Covenant compliance to be evidenced by provision of a half-yearly Compliance Certificate.


	  	  	  	  
	
Financial Covenants:

	
>

	
Market value adjusted Equity ration :

	
min. 15% during 2013-2014


	  	
>

	
Liquid Fund / per Fleet Vessel :

	
USD 500,000 during 2013-2014


	  	
>

	
Pledged min. liquidity / vessel B:

	
USD 750,000 during 2013-2014


	  	
>

	
EBITDA / interest payment:

	
min. 1,5 during 2013-2014


	  	  
	
Equal treatment

	
No favorable treatment of banks -


	  	  
	
Conditions

	
net -


	  	  
	  	  
	
Margin:

	
3.00% p.a. for both facilities for as long as Deferred Amounts are outstanding and/ or until original terms are complied with.


	  	
1.75% p.a. for vessels A and 2.60% p.a. for vessel B thereafter


	  	  
	
Upfront Fee:

	
0.40% on the currently outstanding loan, due and payable in one amount or in portions (0.1% upon signing of the commitment letter; 0.3% per following quarter). Upfront fee shall in any case be due and payable, and not be subject to the success of the Equity Contribution, or any other provisos


	  	  
	
Computation:

	
actual/ 360


	  	  
	
CPs, Reps &

	
Customary Conditions Precedent, Representations & Warranties, and Events of Default, for











  





3











  











 




 



	
Warr., EoD

	
transactions of this nature


	  	  
	
Cost & Expenditure:

	
The Borrowers/ Guarantor shall reimburse the Lender all usual costs and expenses which are related to this transaction, including but not limited to premiums (if applicable: including insurance tax thereon) for Mortgagees' Interest Insurance (Commerzbank wording, 110%), Add. Perils Insurance (Commerzbank wording, 110%), both taken out by the Lender, all reasonable out of pocket expenses incl. travel expenses, all legal fees and litigation costs, irrespective of whether the Credit Facility is concluded or not.


	  	  
	
Taxation:

	
All payments of principal and interest, or any other payments in relation to the Credit Facility will be made without deduction or withholding for any taxes, royalty payments, duties, assessments or charges of whatsoever nature, present and future. In the event that any such taxes and/or withholdings are imposed in the future, the Borrower / Guarantors shall make such additional payments, as are necessary to cause the Lender to receive net the amount which it would have received had no such taxes been imposed


	  	  
	
Law:

	
All documents in relation to the above sketched transaction (with the exception of the Vessel's mortgage, which shall be governed by the law and jurisdiction of the registry of the mortgaged Vessel, and the Account Pledges, which shall be governed by German law and jurisdiction) to be governed by English law and jurisdiction. The documentation shall be prepared by a law firm appointed by the Agent.


	  	  






	
 












Please be informed that the terms and conditions set out in this Commitment Letter are the most essential ones only. We kindly ask you to confirm your acceptance of our Commitment Letter by returning to us a copy hereof duly signed by authorised signatories of the Borrowers and the Guarantor.







The Commitment will remain open for acceptance until 21st December 2012. Any extension of the acceptance period shall be in our sole discretion.







Yours sincerely, 


 


Commerzbank AG


















	
/s/ Martin Hugger

	  	
/s/ Claas Ringleben


	
Martin Hugger

	  	
Claas Ringleben





















  





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Accepted and agreed on behalf of the Borrowers








	
Athens, December 17, 2012

	  	
/s/ Georgia Mastagali

	
President/Secretary

	
STAR GAMMA LLC


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	  	  	  
	
Athens, December 17, 2012

	  	
/s/ Georgia Mastagali

	
President/Secretary

	
STAR THETA LLC


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	 	 	 
	
Athens, December 17, 2012

	  	
/s/ Georgia Mastagali

	
President/Secretary

	
STAR ZETA LLC


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	  	  	  
	
Athens, December 17, 2012

	  	
/s/ Georgia Mastagali

	
President/Secretary

	
STAR DELTA LLC


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	  	  	  
	
Athens, December 17, 2012

	  	
/s/ Georgia Mastagali

	
President/Secretary

	
STAR EPSILON LLC


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	  	  	  
	
Athens, December 17, 2012

	  	
/s/ Georgia Mastagali

	
President/Secretary

	
STAR AUORA LLC


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	  	  	  















Accepted and agreed on behalf of the Guranator








	
Athens, December 17, 2012

	  	
/s/ Simos Spyrou

	
CFO

	
STAR BULK CARRIERS CORP.


	
(Place, Date

	  	
(Authorised Signatories / Names


	  	  	  
	  	  	  





 


 


 




 




  





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