and - THE BANKS AND FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 as Swap Banks LOAN AGREEMENTLoan Agreement • April 21st, 2006 • DryShips Inc. • Deep sea foreign transportation of freight
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 8th, 2016 • DryShips Inc. • Deep sea foreign transportation of freight • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of June 8, 2016, is by and among DryShips, Inc., a company incorporated under the laws of the Republic of the Marshall Islands, with headquarters located at 109 Kifisias Avenue and Sina Street, GR 151 24, Amaroussion, Greece (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
INDENTUREIndenture • April 24th, 2006 • DryShips Inc. • Deep sea foreign transportation of freight • New York
DRYSHIPS INC. INDENTUREIndenture • October 5th, 2007 • DryShips Inc. • Deep sea foreign transportation of freight • New York
Date 19 March 2012 AMATHUS OWNING COMPANY LIMITED, SYMI OWNERS INC. and KALYMNOS OWNERS INC. as joint and several Borrowers – and – THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders – and – HSH NORDBANK AG as Agent, Mandated Lead...Loan Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight
INDEX Clause Page 1 INTERPRETATION 1 2 FACILITY 18 3 POSITION OF THE LENDERS AND SWAP BANK 18 4 DRAWDOWN 19 5 INTEREST 20 6 INTEREST PERIODS 22 7 DEFAULT INTEREST 22 8 REPAYMENT AND PREPAYMENT 23 9 CONDITIONS PRECEDENT 26 10 REPRESENTATIONS AND WARRANTIES 27 11 GENERAL UNDERTAKINGS 30 12 CORPORATE UNDERTAKINGS 34 13 INSURANCE 35 14 SHIP COVENANTS 40 15 SECURITY COVER 44 16 PAYMENTS AND CALCULATIONS 46 17 APPLICATION OF RECEIPTS 47 18 APPLICATION OF EARNINGS; SWAP PAYMENTS 48 19 EVENTS OF DEFAULT 50 20 FEES AND EXPENSES 55 21 INDEMNITIES 56 22 NO SET-OFF OR TAX DEDUCTION 59 23 ILLEGALITY, ETC 60 24 INCREASED COSTS 61 25 SET-OFF 62 26 TRANSFERS AND CHANGES IN LENDING OFFICES 63 27 VARIATIONS AND WAIVERS 66
STOCKHOLDERS RIGHTS AGREEMENTStockholders Rights Agreement • January 18th, 2008 • DryShips Inc. • Deep sea foreign transportation of freight • New York
This Stockholders Rights Agreement (this “Rights Agreement”) is made and entered into as of January 18, 2008, by and between DryShips Inc., a Marshall Islands corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).
Date 13 March 2008 as amended and restated on 25 January 2010 and 25 August 2010 respectively and as novated, amended and restated on 29 November 2010 IALYSOS OWNING COMPANY LIMITED as Borrower -and- PIRAEUS BANK A.E. as Lender LOAN AGREEMENT relating...Loan Agreement • April 15th, 2011 • DryShips Inc. • Deep sea foreign transportation of freight
ContractMemorandum of Agreement • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • London
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International MaritimeCouncil (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • London
AMARA SHIPPING COMPANY, Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 (Name of sellers), hereinafter called the “Sellers”, have agreed to sell, and Ningbo Tiany Shipping Limited of Add: No. 88 Jinhe Road, Jiaochuan Street, Zhenhai District, Ningbo P.R. China (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:
SUBSCRIPTION AGREEMENTSubscription Agreement • October 31st, 2014 • DryShips Inc. • Deep sea foreign transportation of freight • New York
Company has accepted such offer by countersigning a copy of this Agreement, and any such offer may be withdrawn or revoked by the Investor, without obligation or commitment of any kind, at any time prior to the Company (or a Placement Agent on behalf of the Company) sending (orally, in writing or by electronic mail) notice of its acceptance of such offer. An indication of interest will involve no obligation or commitment of any kind until the Investor has been delivered the Offering Information and this Agreement is accepted and countersigned by or on behalf of the Company.
LOAN AGREEMENT for a term loan of up to US$70,000,000 to OLYMPIAN ZEUS OWNERS INC. and OLYMPIAN APOLLO OWNERS INC. provided by THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1 Arranger, Agent, Security Agent and Account Bank NORDEA BANK...Loan Agreement • April 15th, 2011 • DryShips Inc. • Deep sea foreign transportation of freight
Exhibit 1.1 CONTROLLED EQUITY OFFERING(SM) SALES AGREEMENT [Date] Cantor Fitzgerald & Co. 110 East 59th Street New York, New York 10022 Dear Sirs/Ladies: DryShips Inc., a Marshall Islands corporation (the "Company"), confirms its agreement (this...Sales Agreement • April 24th, 2006 • DryShips Inc. • Deep sea foreign transportation of freight • New York
ContractMemorandum of Agreement for Sale and Purchase of Ships • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • London
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’s Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956 Code-name SALEFORM 1993 Revised 1966, 1983 and 1986/87
Dated 29 October 2014Facility Agreement • March 10th, 2015 • DryShips Inc. • Deep sea foreign transportation of freight
SHARES PURCHASE AGREEMENTShares Purchase Agreement • October 20th, 2008 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Shares Purchase Agreement (“Agreement”), dated as of 1st October 2008, is by and between PRODIGUS CHALLENGE INC. of Marshall Islands (“Buyer”), and BLUEATLANTIC SHIPPING LIMITED of the Marshall Islands (“Seller”).
Date 13 March 2008 ANNAPOLIS SHIPPING COMPANY LIMITED ATLAS OWNING COMPANY LIMITED FARAT SHIPPING COMPANY LIMITED and LANSAT SHIPPING COMPANY LIMITED as Borrowers - and - PIRAEUS BANK A.E. as Lender LOAN AGREEMENT relating to a loan facility of up to...Loan Agreement • March 30th, 2009 • DryShips Inc. • Deep sea foreign transportation of freight
Name Name TMS BULKERS LTD. Place of registered office Place of registered office Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 Law of Registry Law of Registry Republic of Marshall IslandsShip Management Agreement • April 4th, 2018 • DryShips Inc. • Deep sea foreign transportation of freight • London
It is mutually agreed between the party slated in Box 2 and the party slated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel), "B" (Details of Crew) and "C" (Budget) and "D" (Associated vessels) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C" and "D" shall prevail over those of PART II to the extent of such conflict but no further.
BIMCO SHIPMAN 2009 STANDARD SHIP MANAGEMENT AGREEMENT PART IShip Management Agreement • April 27th, 2016 • DryShips Inc. • Deep sea foreign transportation of freight • London
MEMORANDUM OF AGREEMENT Norwegian Shipbrokers’ Association’sMemorandum of Agreement • February 1st, 2005 • DryShips Inc. • Deep sea foreign transportation of freight • New York
RIDER CLAUSES TO MEMORANDUM OF AGREEMENT DATED 4 May 2018 in respect of m.v. “Castellani” (“MOA”)Memorandum of Agreement • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight
ADDITIONAL CLAUSESBareboat Charter • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • London
CONTRACT FOR CONSTRUCTION AND SALE OF A DRILLSHIP (HULL NO. 1837) BETWEEN DRILLSHIP HYDRA OWNERS INC. AND SAMSUNG HEAVY INDUSTRIES CO., LTD.Construction Contract • April 9th, 2010 • DryShips Inc. • Deep sea foreign transportation of freight • England
This Contract, made and entered into on this 17th day of September 2007 by and between DRILLSHIP HYDRA OWNERS INC., a corporation incorporated and existing under the laws of Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “BUYER”), on the one part and SAMSUNG HEAVY INDUSTRIES CO., LTD., a corporation incorporated and existing under the laws of the Republic of Korea and having its registered office at 34th Floor, Samsung Life Insurance Seocho Tower 1321-15, Seocho-Dong, Seocho-Gu, Seoul, Korea 137-857 (hereinafter called the “BUILDER”), on the other part.
DATED 2007 IOLI OWNING COMPANY LIMITED (as Borrower) - and - DEUTSCHE SCHIFFSBANK AKTIENGESELLSCHAFT (as Lender) US$35,000,000 SECURED LOAN AGREEMENTSecured Loan Agreement • March 31st, 2008 • DryShips Inc. • Deep sea foreign transportation of freight • England and Wales
ContractMemorandum of Agreement for Sale and Purchase of Ships • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by BIMCO 1956. Code-name SALEFORM 2012 Revised 1966, 1983 and 1986/87, 1993 and 2012
ContractMemorandum of Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight
MEMORANDUM OF AGREEMENTMemorandum of Agreement • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • London
TEMPO MARINE CO. of Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, hereinafter called the “Sellers”, have agreed to sell, and
Common Stock Underwriting AgreementUnderwriting Agreement • January 13th, 2005 • DryShips Inc. • New York
CREDIT FACILITY AGREEMENT DRILLSHIP SKOPELOS OWNERS INC. as Owner DEUTSCHE BANK AG, LONDON BRANCH as Bookrunner and Joint Mandated Lead Arranger DEXIA CRÉDIT LOCAL, NEW YORK BRANCH as Joint Mandated Lead Arranger VARIOUS FINANCIAL INSTITUTIONS as...Credit Facility Agreement • October 20th, 2008 • DryShips Inc. • Deep sea foreign transportation of freight
Account Bank means Deutsche Bank AG (acting through its London branch) or any other bank or financial institution which replaces the Account Bank in accordance with clause 13 of the DPP.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Share Purchase Agreement (“Agreement”), dated as of 31st day of May 2018, is made by and between OIL TANKERS INVESTMENTS INC. of Marshall Islands (the “Buyer”) and ZILLS SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the “Seller”)
Time Charter GOVERNMENT FORM Approved by the New York Produce Exchange November 6th, 1913-Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946Time Charter • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight • New York
This Charter Party, made and concluded in Athens the 19th day of November 2018 Between Salacia Marine Inc, Marshall Islands Owners of the good Malta Flag Steamship/Motorship M.V. "XANADU" – See Clause 29 for specification of of tons gross register, and ……………………. tons net register, having engines of indicated hours power and with hull, machinery and equipment in a thoroughly efficient state, and classed………………………………………………….. at……………………. of about …………………… cubic feet bale capacity, and about ……………………. tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship's deadweight capacity, allowing a minimum of fifty tons) on a draft of … feet ………. inches on ……….. Summer freeboard, inclusive of permanent bunkers, which are of the capacity of about ………………………………….. tons of fuel, and capable of steaming, fully laden, under good weather conditions about …knots on a consumption of about ………………………. tons of best Welsh coal bes
ContractShip Management Agreement • April 4th, 2018 • DryShips Inc. • Deep sea foreign transportation of freight • London
ADDENDUM No 2 to the Memorandum of Agreement dated 4th July 2018 as amended by an Addendum No. l dated 16th July 2018 (“the MOA”) between VLGC DELTA OWNING LTD. of Marshall Islands (the “Sellers”) and MERIDIAN 12 LIMITED of Bermuda (the “Buyers”) and...Memorandum of Agreement • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight
SHARE PURCHASE AGREEMENTShare Purchase Agreement • March 13th, 2017 • DryShips Inc. • Deep sea foreign transportation of freight • London
This Share Purchase Agreement ("Agreement"), dated as of 26th day of October 2016, is made by and between Aliana Shareholders Limited of Marshall Islands (the "Buyer"), whose performance is hereby guaranteed by TMS Bulkers Ltd. (the "Buyers' Guarantor") and Iokasti Shareholdings Limited, a corporation organized under the laws of the Republic of the Marshall Islands (the "Seller"), whose performance is hereby guaranteed by Dryships Inc. of Marshall Islands (the "Sellers' Guarantor")
Dated 27 November 2018Tripartite Deed of Covenant • March 1st, 2019 • DryShips Inc. • Deep sea foreign transportation of freight
FORM OF SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 17th, 2016 • DryShips Inc. • Deep sea foreign transportation of freight • New York
This SECURITIES PURCHASE AGREEMENT (this "Agreement"), dated as of November 16, 2016, is by and among DryShips Inc., a company incorporated under the laws of the Republic of the Marshall Islands, with headquarters located at 109 Kifisias Avenue and Sina Street, GR 151 24, Amaroussion, Greece (the "Company"), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a "Buyer" and collectively, the "Buyers").
