Exhibit 10.1.11


 


 


	
  MEMORANDUM OF AGREEMENT

  	
  Norwegian Shipbrokers’ Association’s

  
	
   

  	
  Memorandum of Agreement for sale and

  
	
  Dated: 4th October 2004

  	
  purchase of ships. Adopted by The Baltic

  
	
   

  	
  and International Maritime Council

  
	
   

  	
  (BIMCO) in 1956.

  
	
   

  	
  Code-name

  
	
   

  	
  SALEFORM
  1993

  
	
   

  	
  Revised 1966, 1983 and 1986/87.

  



 


Blazing Star Marine Co. Ltd.,
Malta


 


hereinafter
called the Sellers, have agreed to sell, and


 


Dryships Inc. of Marshall Islands


hereinafter
called the Buyers, have agreed to buy


 


Name: Motor Vessel "MINOAN PRIDE"


 


Classification
Society/Class: Nippon Kaiji Kyokal (NKK) NS* (BC, SHC 2.4E) (ESP)


 


	
  Built: 1994

  	
  By: Kayo Dockyard Company,
  Imabari, Japan

  
	
   

  	
   

  
	
  Flag: Malta

  	
  Place of Registration: Valletta,
  Malta

  
	
   

  	
   

  
	
  Call sign: 9HXL7

  	
  Grt/Nrt: 25,943/15,480

  
	
   

  	
   

  
	
  Official Number: 8966

  	
   

  



 


hereinafter called the Vessel, on the following terms and conditions:


 


Definitions


 


“Banking days” are days on which banks are open both in the country of
the currency stipulated for the Purchase Price in Clause 1 and in the place of
closing stipulated in Clause 8.


 


“In writing” or “written” means a letter handed over from the Sellers
to the Buyers or vice versa, a registered letter, telex, telefax or other
modern form of written communication.


 


“Classification Society” or “Class” means the Society referred to in
line 4.


 


1.                                      Purchase
Price   U.S. $26,000,000.- cash payment
 (United
States Dollars twenty six million)


 


2.                                      Deposit
see Clause 25


 


3.                                      Payment
see Clause 25


 


The said Purchase Price shall
be paid in full free of bank charges to Sellers’ Bank (details to be advised)


 


on delivery of the Vessel, but not later than 3 banking days after the
Vessel is in every respect physically ready for delivery in accordance with the
terms and conditions of this Agreement and Notice of Readiness has been given
in accordance with Clause 5.


 


4.                                      Inspections
- See Clause 17


 


 


 


Copyright: Norwegian Shipbroker’s
Association, Oslo, Norway.


 





















 


 


5.                                      Notices,
time and place of delivery - See Clause
18


 


Date of cancelling 60
days after the IPO is priced at Buyers’ option


 


c)                                      If the Sellers
anticipate that, notwithstanding the exercise of due diligence by them, the
Vessel will not be ready for delivery by the cancelling date they may notify
the Buyers in writing stating the date when they anticipate that the Vessel will
be ready for delivery and propose a new cancelling date. Upon receipt of such
notification the Buyers shall have the option of either cancelling this
Agreement in accordance with Clause 14 within 7 running days of receipt of the
notice or of accepting the new date as the new cancelling date. If the Buyers
have not declared their option within 7 running days of receipt of the Sellers’
notification or if the Buyers accept the new date, the date proposed in the
Sellers’ notification shall be deemed to be the new cancelling date and shall
be substituted for the cancelling date stipulated in line 61.


 


If this Agreement is maintained with the new cancelling date all other
terms and conditions hereof including those contained in Clauses 18 and 5 c) shall remain unaltered and in full
force and effect. Cancellation or failure to cancel shall be entirely without
prejudice to any claim for damages the Buyers may have under Clause 14 for the
Vessel not being ready by the original cancelling date.


 


d)                                     Should the Vessel
become an actual, constructive or compromised total loss before delivery this Agreement shall be null and
void.


 


6.                                      Divers
Inspection


 


b)**                       (i) The Vessel is to be
delivered without drydocking. However, the Buyers shall have the right at their
expense to arrange for an underwater inspection by a diver approved by the
Classification Society prior to the delivery of the Vessel. The Sellers shall
at their cost make the Vessel available for such inspection. The extent of the
inspection and the


 





















 


conditions under which it is performed shall
be to the satisfaction of the Classification Society. If the conditions at the
port of delivery are unsuitable for such inspection, the Sellers shall make the
Vessel available at a suitable alternative place near to the delivery port.


 


(ii)           If the rudder, propeller, bottom or
other underwater parts below the deepest load line are found broken, damaged or
defective so as to affect the Vessel’s class, then unless repairs can be
carried out afloat to the satisfaction of the Classification Society, the
Sellers shall arrange for the Vessel to be drydocked at their expense for
inspection by the Classification Society of the Vessel’s underwater parts below
the deepest load line, the extent of the inspection being in accordance with the
Classification Society’s rules. If the rudder, propeller, bottom or other
underwater parts below the deepest load line are found broken, damaged or
defective so as to affect the Vessel’s class, such defects shall be made good
by the Sellers at their expense to the satisfaction of the Classification
Society without condition/recommendation*. In such event the Sellers are to pay
also for the cost of the underwater inspection and the Classification Society’s
attendance.


 


In the event that damage is found
by the appointed divers that in (the opinion of Class would be considered a
re-commendation, and such damage does not require immediate repairs and maybe
deferred until the vessel’s next drydocking, then in such event a cash
settlement in lieu of the required repairs will be agreed between the parties
and the agreed amount will be deducted from the purchase price. If the parties
cannot agree on the amount to be deducted In lieu of the repairs then each
party will obtain one quotation for the required works from shipyards near by
the delivery area/port and the agreed amount will be the average of the 2
quotations which will then be deducted from the purchase price.


 


(iii)          If the Vessel is to be drydocked
pursuant to Clause 6 b) (ii) and no suitable dry - docking facilities are
available at the port of delivery, the Sellers shall take the Vessel to a port
where suitable drydocking facilities are available, whether within or outside
the delivery range as per Clause 5 b). Once drydocking has taken place the Sellers
shall deliver the Vessel at a port within the delivery range as per Clause 5 b)
which shall, for the purpose of this Clause, become the new port of delivery.
In such event the cancelling date provided for in Clause 5 b) shall be extended
by the additional time required for the drydocking and extra steaming, but
limited to a maximum of 14 running days.


 


c)                                      If the Vessel is
drydocked pursuant to Clause 6 a) or 6 b) above


 


(i)                             the Classification Society may
require survey of the tailshaft system, the extent of the survey being to the
satisfaction of the Classification surveyor. If such survey is not required by
the Classification Society, the Buyers shall have the right to require the
tailshaft to be drawn and surveyed by the Classification Society, the extent of
the survey being in accordance with the Classification Society’s rules for
tailshaft survey and consistent with the current stage of the Vessel’s survey
cycle. The Buyers shall declare whether they require the tailshaft to be drawn
and surveyed not later than by the completion of the inspection by the
Classification Society. The drawing and refitting of the tailshaft shall be
arranged by the Sellers. Should any parts of the tailshaft system be condemned
or found defective so as to affect the Vessel’s class, those parts shall be
renewed or made good at the Sellers’ expense to the satisfaction of the
Classification Society without condition/recommendation*.


 


(ii)                          the expenses relating to the
survey of the tailshaft system shall be borne


by the Buyers unless the Classification Society requires such survey to
be carried out, in which case the Sellers shall pay these expenses. The Sellers
shall also pay the expenses if the Buyers require the survey and parts of the
system are condemned or found defective or broken so as to affect the Vessel’s
class*.


 


(iii)                       the expenses in connection with
putting the Vessel in and taking her out of


drydock, including the drydock dues and the Classification Society’s
fees shall be paid by the Sellers if the Classification Society issues any
condition/recommendation* as a result of the survey or if it requires survey of
the tailshaft system. In all other cases the Buyers shall pay the aforesaid
expenses, dues and fees.


 


(iv)                      the Buyers’ representative shall
have the right to be present in the drydock, but without interfering with the
work or decisions of the Classification surveyor.


 


(v)                         the Buyers shall have the right
to have the underwater parts of the Vessel


cleaned and painted at their risk and expense without interfering with
the Sellers’ or the Classification surveyor’s work, if any, and without
affecting the Vessel’s timely delivery. If, however, the Buyers’ work in
drydock is still in progress when the Sellers have 


 





















 


completed the work which the Sellers are
required to do, the additional docking time needed to complete the Buyers’ work
shall be for the Buyers’ risk and expense. In the event that the Buyers’ work
requires such additional time, the Sellers may upon completion of the Sellers’
work tender Notice of Readiness for delivery whilst the Vessel is still in
drydock and the Buyers shall be obliged to take delivery in accordance with
Clause 3, whether the Vessel is in drydock or not and irrespective of Clause 5
b).


 










*                                         Notes, if any,
in the surveyor’s report which are accepted by the Classification Society
without condition/recommendation are not to be taken into account.


 


**                                  6
a) and 6 b) are alternatives; delete whichever is not applicable. In the
absence of deletions, alternative 6 a) to apply.


 


7.                                      Spares/bunkers,
etc.


 


The Sellers shall deliver the Vessel to the Buyers with everything
belonging to her on board shore. All spare parts and spare equipment including
spare tail-end shaft(s) and/or spare propeller(s)/propeller blade(s), if any,
belonging to the Vessel at the time of inspection used or unused, whether on
board or not shall become the Buyers’ property. Forwarding charges, if any,
shall be for the Buyers’ account. The Sellers are not required to replace spare
parts including spare tail-end shaft(s) and spare propeller(s)/propeller
blade(s) which are taken out of spare and used as replacement prior to
delivery, but the replaced items shall be the property of the Buyers. The radio
installation and navigational equipment GMDSS, computers, printers
shall be included in the sale without extra payment. Unused
stores and provisions shall be included in the sale and be taken over by the
Buyers without extra payment.


 


The Sellers have the right to take ashore crockery, plates, cutlery,
linen and other articles bearing the Sellers’ flag or name, provided they
replace same with similar unmarked items. Library, forms, etc., exclusively for
use in the Sellers’ vessel(s), shall be excluded without compensation. Captain’s,
Officers’ and Crew’s personal belongings including the slop chest are to be
excluded from the sale, as well as the following additional items (including
items on hire) (vessel’s delivery of any hired equipment on
board wilt be itemized in an addendum to this Agreement): Videotel Equipment,
Owners Manuals/Instruction Books, Log Books, Company Software, Buyers to be
allowed to make copies of Owners manuals/Instruction books/Logbooks, etc at
Buyers expense.


 


The Buyers shall take over the remaining bunkers and unused / unbroached lubricating oils in
storage tanks and


sealed drums and pay the Sellers costs against
documented Invoices excluding barging expenses.


Payment under this Clause shall
be made at the same time and place and in the same currency as the Purchase
Price.


 


8.                                      Documentation



 


The place of closing: Piraeus


 


In exchange for payment of the
Purchase Price the Sellers shall furnish the Buyers with delivery documents,
namely: (See Clause 20.)


 





















 


At the time of delivery the Buyers and Sellers shall sign and deliver
to each other a Protocol of Delivery and Acceptance confirming the date and
time of delivery of the Vessel from the Sellers to the Buyers.


 


At the time of delivery the Sellers shall hand to the Buyers the
classification certificate(s) as well as all plans etc., which are on board the
Vessel. Other certificates which are on board the Vessel shall also be handed
over to the Buyers unless the Sellers are required to retain same, in which
case the Buyers to have the right to take copies. Other technical documentation
which may be


in the Sellers’ possession shall be promptly forwarded to the Buyers at
their expense, if they so request. The Sellers may keep the Vessel’s log books
but the Buyers to have the right to take copies of same.


 


9.                                      Encumbrances



 


The Sellers warrant that the Vessel, at the time of delivery, is free
from any/ all charters, encumbrances,
mortgages and maritime liens or any other debts whatsoever. The Sellers hereby
undertake to indemnify the Buyers against all consequences of claims made
against the Vessel which have been incurred prior to the time of delivery.


 


10.                               Taxes,
etc.


 


Any taxes, fees and expenses in connection with the purchase and
registration under the Buyers’ flag shall be for the Buyers’ account, whereas
similar charges in connection with the closing of the Sellers’ register shall
be for the Sellers’ account.


 


11.                               Condition
on delivery 


 


The Vessel with everything belonging to her shall be at the Sellers’
risk and expense until she is delivered to the Buyers, but subject to the terms
and conditions of this Agreement she shall be delivered and taken over as she
was at the time of inspection, fair wear and tear excepted.


However, the Vessel shall be delivered with her class fully maintained without condition free of /recommendation*,


free of average damage affecting the Vessel’s class, and with her
classification certificates and national / International Trading
certificates according to the vessel’s present Flag,
as well as all other certificates the Vessel had at the time of inspection,
valid and


unextended without condition/recommendation* by Class or the relevant
authorities at the time of delivery for a period of 3 months.
The vessel C.S.M. items are to be fully uptodate at the time of delivery.


“Inspection” in this Clause 11, shall mean the Buyers’ inspection according
to Clause 4 a) or 4 b), if applicable, or the Buyers’ inspection prior to the
signing of this Agreement. If the Vessel is taken over without inspection, the
date of this Agreement shall be the relevant date.


 










*                                         Notes,
if any, in the surveyor’s report which are accepted by the Classification
Society without condition/recommendation are not to be taken into account.


 


The vessel is to be delivered with her cargo holds in empty and clean
swept / dry condition.


 


12.                               Name/markings


 


Upon delivery the Buyers
undertake to change the name of the Vessel and alter funnel markings.


 


13.                               Buyers’
default  see amended
Clause 13


 


 





















 


 


14.                               Sellers’
default 


 


Should the Sellers fail to give Notice of Readiness in accordance with
Clause 18 or fail to be ready to
validly complete a legal transfer by the date stipulated in the Buyers shall
have the option of cancelling this Agreement provided always that the Sellers
shall be granted a maximum of 3 banking days after Notice of Readiness has been
given to make arrangements for the documentation set out in Clause 8. If after
Notice of Readiness has been given but before the Buyers have taken delivery,
the Vessel ceases to be physically ready for delivery and is not made
physically ready again in every respect by the date stipulated in Clause 18 and new Notice of
Readiness given, the Buyers shall retain their option to cancel. 


Should the Sellers fail to give Notice of Readiness by the date
stipulated in Clause 18 or fail to be ready
to validly complete a legal transfer as aforesaid they shall make due
compensation to the Buyers for their loss and for all expenses together with
interest if their failure is due to proven


negligence and whether or not the Buyers cancel this Agreement.


 


Such expenses to include the 1/6 of the cost
of the Dryships IPO which cost not to exceed U.S.$ 1,500,000. on top of other
damages the Buyers may suffer including the difference of cost (if any) of a
substitute vessel.


 


15.                               Buyers’
representatives 


 


After this Agreement has been signed by both parties the Buyers have
the right to place two representatives on board the Vessel at their sole risk
and expense upon arrival at the next convenient place
of embarkation 


These representatives are on board for the purpose of familiarisation
and in the capacity of observers only, and they shall not interfere in any
respect with the operation of the Vessel. The Buyers’ representatives shall
sign the Sellers’ letter of indemnity prior to their embarkation.


Meal charges during the Buyers’
representatives onboard the vessel is USD 10 per day per person.


All their expenses including communication
expenses shall be paid by the Buyers/Charterers to the Sellers during delivery
of the vessel against copies of statements signed onboard between Master and
Buyers’ representatives.


 


16.                               Arbitration
see Clause 26


 


Clauses 17-26 shall be deemed to form an
integral par of this contact.


 





















 


	
  THE SELLERS

  	
  THE BUYERS

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/  Myron
  Tsatsakis

  	
   

  	
  /s/ Eugenia
  Papapontikou

  	
   

  
	
  Blazing Star
  Marine Co. Ltd., Malta

  	
  DRY SHIPS
  INC. of Marshall Islands

  
	
  By :

  	
  By :Eugenia
  Papapontikou

  
	
  Title :

  	
  Title :
  Attorney-In-Fact

  
				



 





















 


Additional Clauses to the Memorandum of
Agreement

m/v "MINOAN PRIDE"


Clause 13
(amended)


 


Should Buyers
fail to price the Dryships IPO by February 28th 2005,
then this M.O.A. to be considered null and void. In such case Buyers to have no
obligation to purchase the vessel.


 


Should the IPO
be priced then Buyers to have the obligation to buy the vessel.


 


Buyers have
also the option to buy the vessel even if the IPO is not priced.


 


Clause 17


 


The Buyers
have not inspected the vessel and her class records. Therefore, the
sale/purchase is subject to Buyers’ inspection of vessel’s class records and of
the vessel at a time and place to be mutually agreed. Inspection of the vessel
to include empty water ballast tanks as well as empty cargo holds. Buyers’
decision of acceptance or rejection to be declared within close of business
Athens time on October 31st, 2004.


 


The
sale/purchase is also subject to Dryships IPO (expected to price within December
15th, 2004 to February 28th, 2005).


 


Clause 18


 


It has been
further mutually agreed between both parties that the vessel will be delivered
cargo free at the first discharge port where the,vessel will arrive after the
Dryships IPO prices. The vessel will be delivered charter free or with charter
employment subject to Charterers’ approval which approval not to be
unreasonably withheld and she will be delivered and taken over safety afloat at
a safe and accessible berth or safe and accessible anchorage within the port
limits of the discharge port. Notice for delivery will be given by Buyers the
day they price the IPO.


 


Following
notice by Buyers that the IPO has priced, Sellers will within 72 running hours
advise Buyers of vessel’s intended place and date of delivery.


 


The Sellers
shall keep the Buyers well informed of the vessel’s itinerary and shall provide
the Buyers with 10, 7 and 5 days notice of the estimated time of arrival at the
intended place of underwater inspection/delivery. When the vessel is at the
place of delivery and in every respect physically ready for delivery in
accordance with this Agreement, the Sellers shall give the Buyers a written
Notice of Readiness for delivery.


 


Buyers to have
the option to request Sellers’ Managers (Modion Maritime Management S.A.) to be
obliged to continue managing the vessel for one round trip (next loading and
discharging ports following the purchase of the vessel by Buyers), Sellers’
Managers will be reimbursed at actual cost plus $ 350,00 / day management
expenses for the period the vessel is managed by them payable in lumpsum at the
time the Buyers will replace Managers’ crew with their own crew.


 





















 


Clause 19


 


Terms and details of this deal to the kept strictly private and
confidential amongst all parties concerned.


 


Clause 20


 


In exchange for payment of the vessel’s full purchase price along with
any other payments called for in accordance with the M.O.A. the Sellers shall
furnish the Buyers with delivery documents as reasonably required for
registration of the vessel which to be advised by the Buyers and to be
incorporated in an Addendum to the M.O.A.


 


Clause 21


 


Any notices under this agreement will be distributed as follows :


 


To the Buyers:


Company to be nominated by Dryships Inc.


c/o Drybulk S.A.


Tel : +30210 8090500


Fax : +30210 8090555


E-mail : snp@drybulk.gr


 


To the Sellers :


 


Blazing Star Marine Co. Ltd.


c/o Modion Maritime Management S.A.


61-65 Filonos Street


185 35 Piraeus - Greece


Tel: +30210 4222928


Fax: +30210 4222939


E-mail: modion@otenet.gr


 


 


Clause 22


 


Sellers to hand to Buyers’ representatives at the time of delivery a
complete set of manuals in English relative to main engine/auxiliaries in
addition to all other existing manuals/instruction books/plans, main engine,
generators previous overhaul reports.


 


Sellers, Master and Chief Engineer to demonstrate vessel’s operation to
their opposite numbers (Buyers’ representatives on board) at the time of
delivery.


 


Clause 23


 


Sellers to confirm vessel in not blacklisted by Arab boycott league, Damascus.


 


Clause 24


 


Sellers to maintain vessel to their present standards till the time of
her delivery.


 





















 


Clause 25


 


It has been further mutually agreed between both parties there will be
no 10% deposit lodged by the Buyers and the Sellers will receive at the time of
closing of title the 100% purchase price of the vessel, together with extra
payment for bunkers and lube oils remaining on board at the time of delivery.


 


Clause 26


 


This Agreement shall be governed by New York law. Disputes, if any, out
of or relating to this Agreement and the related M.O.A. shall be resolved by
Arbitration in New York, US.A., as per the rules of the SMA INC. Arbitrators to
be members of the SMA INC.





IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed on the date and year first above written.


 


 


	
  For the
  Sellers 

  	
  For the
  Buyers

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/  Myron Tsatsakis

  	
   

  	
  /s/ Eugenia
  Papapontikou

  	
   

  
	
  Blazing Star
  Marine Co. Ltd., Malta

  	
  Dryships
  S.A. of Marshall Islands

  
	
  By : Myron Tsatsakis

  	
  By : Eugenia Papapontikou

  
	
  Title:

  	
  Title: Attorney-In-Fact