Trust Company Complex Ajeltake Road Ajeltake Island Majuro Marshall Islands MH96960 Orpheus Owning Company Limited Trust Company Complex Ajeltake Road Ajeltake Island Majuro Marshall Islands MH96960 DryShips Inc. Trust Company Complex Ajeltake Road...
Exhibit 4.46
| To: | Team-Up Owning Company Limited |
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Xxxxxxxx Islands MH96960
Orpheus Owning Company Limited
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Xxxxxxxx Islands MH96960
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Xxxxxxxx Islands MH96960
TMS Bulkers Ltd.
Trust Company Complex
Ajeltake Road
Ajeltake Island
Majuro
Xxxxxxxx Islands MH96960
23rd September 2011
Dear Sirs
US$101,150,000 loan facility to Team-Up Owning Company Limited and Orpheus Owning Company Limited as amended and supplemented
| 1 | We refer to the loan agreement dated 4 December 2007 (the “Principal Agreement”) made between (1) Team-Up Owning Company Limited and Orpheus Owning Company Limited as joint and several borrowers (therein and herein together referred to as the “Borrowers”), (2) DnB NOR Bank ASA as arranger (in such capacity the “Arranger”), agent (in such capacity the “Agent”), security agent (in such capacity the “Security Agent”), swap provider and account bank and (3) the banks and financial institutions referred to in schedule 1 thereto as lenders (the “Banks”), as amended and supplemented by a first supplemental agreement dated 11 June 2009 (the “First Supplemental Agreement”) and as further amended and supplemented by a second supplemental agreement dated 26 January 2011 (the “Second Supplemental Agreement” and, together with the Principal Agreement and the First Supplemental Agreement, the “Loan Agreement”), whereby the Banks agreed (inter alia) to advance (and have advanced) by way of loan to the Borrowers, upon the terms and conditions therein contained, the principal sum of up to One hundred and one million one hundred and fifty thousand Dollars ($101,150,000). |
| 2 | We also refer to the corporate guarantee dated 4 December 2007 (the “Corporate Guarantee”) made between (1) DryShips Inc. as corporate guarantor (the “Guarantor”) and (2) the Security Agent. |
| 3 | Words and expressions defined in the Loan Agreement and the Corporate Guarantee shall, unless the context otherwise requires or unless otherwise defined herein, have the same meanings when used in this letter. |
Dnb NOR Bank ASA 00 Xx. Xxxxxx’x Xxxx, Xxxxxx XX0X 0XX Tel: 000 0000 0000 Fax: 000 0000 0000 xxx.xxxxxx.xx
DnB NOR Bank ASA Incorporated in Norway with Limited Liability. Registration No: 984851006. Head Office: 0021 Oslo, Norway.
DnB NOR Bank ASA London Branch Registration in UK FC025119
Authorised by Finanstilsynet and subject to limited regulation by the Financial Services Authority. Details on the extent of our regulation by the Financial Services Authority are available on request.
| 4 | Following the relevant request of the Borrowers and the Guarantor and subject to receipt by the Agent of the fee (referred to in paragraph 5 below), we confirm that the Creditors hereby agree to waive the application of clause 5.3.1(c) of the Corporate Guarantee for any Accounting Periods ending within the period between 30 September 2011 and 31 December 2012 (both inclusive) Provided however that, for the avoidance of doubt, such waiver shall not prejudice the Security Agent’s and/or the Agent’s and/or any Banks’ right to demand compliance by the Guarantor, and the Guarantor’s obligation to comply, with such clause in relation to any financial period beginning on or after 1 January 2013. |
| 5 | The agreement of the Creditors in paragraph 4 above shall not take effect unless and until: |
| (a) | The Borrowers, the Guarantor and the Manager have executed by their duly authorised representatives this letter, and have returned it to the Agent as so executed; and |
| (b) | the Borrowers have paid to the Agent for its own account, on or prior to the date of this letter, a waiver fee of USD 5,000 (Five thousand U.S Dollars). |
| 6 | This letter and any non contractual obligations in connection with this letter are governed by, and shall be construed in accordance with, English law. |
| /s/ Illegible |
/s/ Illegible |
| Signed by: |
| for and on behalf of |
| DNB NOR BANK ASA |
| as Arranger, Agent, Security Agent, Bank, Swap Provider and Account Bank |
We, TEAM-UP OWNING COMPANY LIMITED, hereby acknowledge and agree to the above and confirm that the Security Documents (as such term is defined in the Loan Agreement) executed by us will remain valid and effective notwithstanding any amendments made to the Loan Agreement by the terms of this letter.
| /s/ XXXXXXX XXXXXXXXXXXX |
| Signed by: Xxxxxxx Xxxxxxxxxxxx |
| for and on behalf of |
| TEAM-UP OWNING COMPANY LIMITED |
| Dated: 23rd September 2011 |
We, ORPHEUS OWNING COMPANY LIMITED, hereby acknowledge and agree to the above and confirm that the Security Documents (as such term is defined in the Loan Agreement) executed by us will remain valid and effective notwithstanding any amendments made to the Loan Agreement by the terms of this letter.
| /s/ XXXXXXX XXXXXXXXXXXX |
| Signed by: Xxxxxxx Xxxxxxxxxxxx |
| for and on behalf of |
| ORPHEUS OWNING COMPANY LIMITED |
| Dated: 23rd September 2011 |
DnB NOR Bank ASA 00 Xx. Xxxxxxx’x Xxxx, Xxxxxx XX0X 0XX Tel: 000 0000 0000 Fax: 000 0000 0000 xxx.xxxxxx.xx
DnB NOR Bank ASA Incorporated in Norway with Limited Liability. Registration No: 984851006. Head Office: 0021 Oslo, Norway.
DnB NOR Bank ASA London Branch Registration in UK FC025119
Authorised by Finanstilsynet and subject to limited regulation by the Financial Services Authority. Details on the extent of our regulation by the Financial Services Authority are available on request.
2
We, DRYSHIPS INC., hereby acknowledge and agree to the above and confirm that the Security Documents (as such term is defined in the Loan Agreement) executed by us will remain valid and effective notwithstanding any amendments made to the Loan Agreement by the terms of this letter.
| /s/ XXXXXXX XXXXXXXXXXXX |
| Signed by: Xxxxxxx Xxxxxxxxxxxx |
| for and on behalf of |
| DRYSHIPS INC. |
| Dated: 23rd September 2011 |
We, TMS BULKERS LTD., hereby acknowledge and agree to the above and confirm that the Manager’s Undertakings (as such term is defined in the Loan Agreement) executed by us will remain valid and effective notwithstanding any amendments made to the Loan Agreement by the terms of this letter.
| /s/ XXXXXXX XXXXXXXXXXXX |
| Signed by: Xxxxxxx Xxxxxxxxxxxx |
| for and on behalf of |
| TMS BULKERS LTD. |
| Dated: 23rd September 2011 |
DnB NOR Bank ASA 00 Xx. Xxxxxxx’x Xxxx, Xxxxxx XX0X 0XX Tel: 000 0000 0000 Fax: 000 0000 0000 xxx.xxxxxx.xx
DnB NOR Bank ASA Incorporated in Norway with Limited Liability. Registration No: 984851006. Head Office: 0021 Oslo, Norway.
DnB NOR Bank ASA London Branch Registration in UK FC025119
Authorised by Finanstilsynet and subject to limited regulation by the Financial Services Authority. Details on the extent of our regulation by the Financial Services Authority are available on request.
3
