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
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight • New York
PLEDGE AND SECURITY AGREEMENT, dated as of September 27, 2012 (this "Agreement"), made by DRYSHIPS INC., a Marshall Islands corporation (the "Grantor"), to HSH NORDBANK AG, not in its individual capacity, but solely as security trustee pursuant to the Loan Agreements described below (in such capacity, together with any successor security trustee appointed pursuant to the Loan Agreements, the "Secured Party").
Dated 31 July 2012 SUPPLEMENTAL AGREEMENT relating to a Loan of up to US$32,312,500 to OLYMPIAN HERA OWNERS INC provided by THE BANKS AND FINANCIAL INSTITUTIONS SET OUT IN SCHEDULE 1Supplemental Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight
Clause Page 1 Definitions 2 2 Agreement of the Creditors 3 3 Amendments to Principal Agreement 4 4 Representations and warranties 5 5 Conditions 6 6 Security Parties' confirmations 6 7 Expenses 7 8 Miscellaneous and notices 7 9 Applicable law 8 Schedule 1 The Banks 9 Schedule 2 Documents and evidence required as conditions precedent (referred to in clause 5.1 10
SUPPLEMENTAL LETTERSenior Loan Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight
To: DryShips Inc. Trust Company Complex Ajeltake Road Ajeltake Island Majuro The Marshall Islands MI 96960 From: HSH Nordbank AG Gerhart-Hauptmann-Platz 50 D-20095Hamburg Germany
Dated 31 August 2012 CRETAN TRADERS INC. as Borrower -and- MONTEAGLE SHIPPING SA as Existing Guarantor -and- THE BANKS AND FINANCIAL INSTITUTIONS listed in Schedule 1 as Lenders -and- NORDDEUTSCHE LANDESBANK GIROZENTRALE as Swap Bank -and-...Loan Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight
Clause Page 1 DEFINITIONS 2 2 REPRESENTATIONS AND WARRANTIES 2 3 AGREEMENT OF THE CREDITOR PARTIES 3 4 CONDITIONS 5 VARIATIONS TO LOAN AGREEMENT AND FINANCE DOCUMENTS 5 6 CONTINUANCE OF LOAN AGREEMENT AND FINANCE DOCUMENTS 7 7 FEES AND EXPENSES 7 8 COMMUNICATIONS 7 9 SUPPLEMENTAL 7 10 LAW AND JURISDICTION 8 SCHEDULE I LENDERS 9 EXECUTION PAGE 10
SUPPLEMENTAL LETTERJunior Loan Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight
To: DryShips Inc. Trust Company Complex Ajeltake Road Ajeltake Island Majuro The Marshall Islands MI 96960 From: HSH Nordbank AG Gerhart-Hauptmann-Platz 50 D-20095Hamburg Germany
UNCERTIFICATED SECURITIES CONTROL AGREEMENTUncertificated Securities Control Agreement • March 22nd, 2013 • DryShips Inc. • Deep sea foreign transportation of freight • New York
This UNCERTFICATED SECURITIES CONTROL AGREEMENT (this "Agreement') dated us of September 27, 2012, among DryShips Inc., a Marshall Islands corporation (the "Grantor"), HSH Nordbank AG as Security Trustee (the "Secured Party"), and Ocean Rig UDW Inc., a Marshall Islands corporation, as issuer (the Issuer").
