d1453909_ex4-161.htm


Exhibit 4.161




 


Dated 18th November 2013


 


 


 


 


 


 


DRYSHIPS INC.


as Borrower


 


 


and


 


 


HSH NORDBANK AG


as Agent and Security Trustee


 


 


 


 


 


SUPPLEMENTAL AGREEMENT


 


relating to term loan and short term credit facilities


of (originally) US$518,750,000 in aggregate


 


 


 


 


 


Watson, Farley & Williams







 




  





  











  












	 	  

Index

	 
	
Clause

	 	
Page


	
1

	
Interpretation

	
2


	
2

	
Agreement of the Creditor Parties

	
3


	
3

	
Conditions Precedent/Conditions Subsequent

	
3


	
4

	
Representations and Warranties

	
4


	
5

	
Amendments to Loan AGreement and other Finance Documents

	
4


	
6

	
Further Assurances

	
8


	
7

	
Fees and Expenses

	
9


	
8

	
communications

	
9


	
9

	
supplemental

	
9


	
10

	
Law and Jurisdiction

	
9


	
Schedule 1 Part A Lenders

	
11


	
Part B Swap Banks

	
12


	
Schedule 2 List of Ships

	
13


	
Execution Pages

	
14














  





  











  






THIS AGREEMENT is made on 18th November 2013


 


BETWEEN


 



	
(1)

	
DRYSHIPS INC. as Borrower;







 



	
(2)

	
HSH NORDBANK AG, acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Federal Republic of Germany, as Agent; and







 



	
(3)

	
HSH NORDBANK AG, acting through its office at Gerhart-Hauptmann-Platz 50, D-20095 Hamburg, Federal Republic of Germany, as Security Trustee.







 


BACKGROUND


 



	
(A)

	
By a loan agreement dated 31 March 2006 (as supplemented, amended and restated from time to time, the "Loan Agreement") and made between (i) the Borrower, (ii) the Lenders listed in Part A, Schedule 1 of this Agreement, (iii) the Agent, (iv) the Security Trustee, (v) the Lead Arranger, (vi) the Lead Bookrunner, (vii) the Joint Bookrunner, (vii) the Joint Underwriters and (ix) the Swap Banks listed in Part B, Schedule 1 of this Agreement, the Lenders agreed to make available to the Borrower both term loan and short-term credit facilities of (originally) up to US$518,750,000 in aggregate.







 



	
(B)

	
By two master agreements (on the 1992 or 2002 1SDA Master Agreement (Multicurrency- Crossborder) form) (each a "Master Agreement" and together, the "Master Agreements") each dated 31 March 2006 and made between (i) the Borrower and (ii) a Swap Bank, it was agreed that each Swap Bank would enter into Designated Transactions with the Borrower from time to time to hedge the Borrower's exposure under the Loan Agreement to interest rate fluctuations.







 



	
(C)

	
The Borrower has made a request to the Agent that the Majority Lenders give their consent to (inter alia):







 



	
  

	
(i)

	
waive (the "Waiver") in its entirety the requirement to maintain the Applicable Amount in the Applicable Amount Account as set out in Clause 12.4(d) of the Loan Agreement provided that the Applicable Amount is utilised in the manner referred to in Recital (D)(i)(a) below;







 



	
  

	
(ii)

	
relax (the "Second Waiver") the financial and corporate undertakings set out in paragraphs (a), (b) and (d) of clause 12.4 and clause 12.10 of the Loan Agreement during the New Waiver Period (as defined below); and







 



	
  

	
(iii)

	
the consequential amendments and/or variations of certain other provisions of the Loan Agreement and the other Finance Documents in connection with those matters (the "Consequential Amendments").







 



	
(D)

	
The Majority Lenders' consent to the Borrower's requests referred to in Recital (C) is subject to, inter alia, the following conditions:







 



	
  

	
(i)

	
the Borrower first making one prepayment (the "Prepayment") of $58,293,185.94 on or prior to 22 November 2013, of which:







 



	
  

	
(a)

	
an amount of $46,859,617.24 shall be applied towards full prepayment of the next four consecutive Repayment Instalments in respect of the Loan and the Junior Loan falling due on 29 November 2013, 28 February 2014, 30 May 2014 and 29 August 2014, respectively; and







 



	
  

	
(b)

	
an amount of $8,140,382.76 shall be applied towards partial prepayment of the Repayment Instalment falling due on 28 November 2014 in respect of







 




  





  











  











the Loan and the Junior Loan and the remaining balance of $3,293,185.94 in respect of such Repayment Instalment (the "Balance") shall be funded through an equity contribution by the Borrower;


 



	
  

	
(ii)

	
the application of the Applicable Amount towards the Prepayment;







 



	
  

	
(iii)

	
waive the application of clauses 8.6(b), 8.11 and 8.14 of the Loan Agreement in connection with the Prepayment;







 



	
  

	
(iv)

	
the excess earnings of the Ships shall be built up in an Excess Earnings Account from the period commencing on 30 October 2013 (including) and ending on the last day of the New Waiver Period (inclusive) in accordance with the provisions of this Agreement;







 



	
  

	
(v)

	
the Borrower extending the security created under the Pledge and Security Agreement up to and including the date of the Prepayment; and







 



	
  

	
(vi)

	
the Borrower paying to the Agent the non-refundable fees in the manner and the amounts set out in the fee letter referred to in Clause 7.







 



	
(E)

	
This Agreement sets out the terms and conditions on which the Creditor Parties agree, with effect on and from the Effective Date, to amend the Loan Agreement.







 


IT IS AGREED as follows:


 



	
1

	
INTERPRETATION







 



	
1.1

	
Defined expressions







 


Words and expressions defined in the Loan Agreement and the other Finance Documents shall have the same meanings when used in this Agreement unless the context otherwise requires.


 



	
1.2

	
Definitions







 


In this Agreement, unless the contrary intention appears:


 


"Effective Date" means the date on which the conditions precedent in Clause 3.2 are satisfied.


 


"Excess Earnings" has the meaning given to it in Clause 8.16 of the Loan Agreement (as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement);


 


"Excess Earnings Accounts" means, together, the Wealth Account and/or any of the accounts held with the Agent in Hamburg in the name of the Borrower and pledged in favour of the Agent or any other account (with that or another office of the Agent) which is designated by the Agent as the Excess Earnings Account for the purposes of the Loan Agreement and, in the singular, means either of them;


 


"Loan Agreement" means the loan agreement dated 31 March 2006 (as supplemented, amended and restated from time to time) referred to in Recital (A);


 


"Prepayment" means the prepayment of the Loan and the Junior Loan in the amount of $58,293,185.94, in aggregate, to be made by the Borrowers on or prior to 22 November 2013;


 




  





2











  











 


"New Waiver Period" means the period commencing on the Effective Date and ending on 31 December 2014 (inclusive).


 



	
1.3

	
Application of construction and interpretation provisions of Loan Agreement







 



	
  

	
Clauses 1.2 and 1.5 of the Loan Agreement apply, with any necessary modifications, to this Agreement.







 



	
2

	
AGREEMENT OF THE CREDITOR PARTIES







 



	
2.1

	
Agreement of the Creditor Parties







 


The Creditor Parties agree with the Borrowers upon the terms and conditions of this Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 3, to:


 



	
  

	
(a)

	
the Waiver;







 



	
  

	
(b)

	
the Second Waiver; and







 



	
  

	
(c)

	
the Consequential Amendments.







 



	
22

	
Other parties' agreement and confirmation.







 


The Borrower and the Owners agree and confirm that the Loan Agreement and the Finance Documents to which each is a party shall remain in full force and effect and the Borrower and each of the Owners shall remain liable under the Loan Agreement and the Finance Documents to which each is a party for all obligations and liabilities assumed by it thereunder.


 



	
2.3

	
Effective Date







 


The agreement of the Creditor Parties contained in Clauses 2.1 shall have effect on and from the Effective Date.


 



	
3

	
CONDITIONS PRECEDENT/CONDITIONS SUBSEQUENT







 



	
3.1

	
General







 


The agreement of the Lenders and the other Creditor Parties contained in Clauses 2.1 and 2.2 is subject to the fulfilment of the conditions precedent in Clause 3.2 and the conditions subsequent in Clause 3.3.


 



	
3.2

	
Conditions precedent







 


The conditions referred to in Clause 3.1 are that the Agent shall have received the following documents and evidence in all respects in form and substance satisfactory to the Agent and its lawyers on or before the Effective Date:


 



	
(a)

	
documents of the kind specified in Schedule 5, Part A, paragraphs 3, 4 and 5 of the Loan Agreement in relation to the Borrower and each Owner in connection with their execution, or as the case may be, acknowledgement of this Agreement and, in the case of the Borrower, the amendment agreements in respect of each of the Pledge and Security Assignment and the Control Agreement, updated with appropriate modifications to refer to this Agreement;







 



	
(b)

	
an original of this Agreement duly executed by the parties to it and counter-signed by each of the Owners of the Ships listed in Schedule 2 hereto and the other Security Parties;







 









  





3











  






 



	
(c)

	
favourable opinions from lawyers appointed by the Agent on such matters concerning the laws of Marshall islands and such other relevant jurisdictions as the Agent may require; and







 



	
(d)

	
a duly executed original of the amendment agreement extending the security created under each of the Pledge and Security Agreement and the Control Agreement up to and including 22 November 2013 in connection with the Required Shares (which for the avoidance of doubt is 7,800,000 issued and outstanding shares of common stock in Ocean Rig).







 



	
3.3

	
Conditions subsequent







 


In no event later than 22 November 2013, the Agent shall receive:


 



	
(a)

	
evidence that the Applicable Amount is applied towards the Prepayment (and the Borrower hereby irrevocably and unconditionally authorises the Agent to make such application);







 



	
(b)

	
evidence that the Borrower has funded the Balance through an equity contribution; and







 



	
(c)

	
the fees referred to in the fee letter have been received in full by the Agent.







 


Failure by the Borrower to satisfy the conditions subsequent set out in this Clause 3.3 shall constitute an Event of Default under the Loan Agreement as amended and supplemented by this Agreement and updated with appropriate modifications to refer to this Agreement.


 



	
4

	
REPRESENTATIONS AND WARRANTIES







 



	
4.1

	
Repetition of Loan Agreement representations and warranties







 


The Borrower represents and warrants to the Creditor Parties that the representations and warranties in clause 10 of the Loan Agreement remain true and not misleading if repeated on the date of this Agreement.


 



	
4.2

	
Repetition of Finance Document representations and warranties







 


The Borrower and each of the other Security Parties represents and warrants to the Creditor Parties that the representations and warranties in the Finance Documents (other than the Loan Agreement) to which it is a party remain true and not misleading if repeated on the date of this Agreement.


 



	
5

	
AMENDMENTS TO LOAN AGREEMENT AND OTHER FINANCE DOCUMENTS







 



	
5.1

	
Specific amendments to Loan Agreement







 


With effect on and from the Effective Date the Loan Agreement shall be amended as follows:


 



	
(a)

	
by inserting in clause 1.2 thereof the definitions of "Excess Earnings Account", "New Waiver Period" and "Prepayment" set out in Clause 1.2 of this Supplemental Agreement and the following new definitions:







 


"Asset Cover Ratio" means the ratio of (a) the aggregate of the Market Values of the Ships plus (b) the net realisable value of any additional security previously provided under Clause 15.1 to the Loan which is in place at the time of calculation;


 


"Commitment Letter" means the Agent's commitment letter dated 30 October 2013; 


 


"Common Stock" means the common stock of Ocean Rig with a par value of $0,01 each;


 









  





4











  






 


"Compliance Date" means, for the purpose of making the determination under Clause 15.11, each of 31 December 2013, 30 June 2014, 31 December 2014 and any other date on which the Agent may determine the Asset Cover Ratio;


 


"Excess Earnings" has the meaning given in Clause 8.16 of this Agreement; 


 


"Excess Earnings Period" means:


 



	
  

	
(a)

	
the period commencing on 30 October 2013 (inclusive) and ending on 31 December 2013 (inclusive);







 



	
  

	
(b)

	
the 3-month period commencing on 1 January 2014 and each subsequent 3-month period commencing on the expiry of the preceding 3-month period until 31 December 2014 (inclusive);







 


"Trading Day" means any day other than a Saturday or a Sunday on which the Common Stock are traded on the Approved Stock Exchange, provided that "Trading Day" shall not include any day on which the Common Stock is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading for any reason (i) for more than three (3) consecutive or non-consecutive hours, or (ii) during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time); and


 


"VWAP" means the volume weighted average price (the aggregate sales price of all trades of Common Stock during each Trading Day divided by the total number of shares of Common Stock traded during such Trading Day) of the Common Stock during any Trading Day as reported by Bloomberg, L.P. using the AQR function."


 



	
(b)

	
by deleting the definition of "Shortfall" in clause 1.2 thereof and replacing it with the following new definition :







 


"Shortfall" means any shortfall in the security cover required to be maintained pursuant to Clause 15.1;";


 



	
(a)

	
by adding at the end of clause 8.6(b) thereof the words "unless otherwise permitted by the Agent.";







 



	
(b)

	
by adding after the words "written notice" in paragraph (c) of clause 8.6 thereof the words "(and in the case of the Prepayment 3 days or any other period reasonably acceptable to the Agent);







 



	
(c)

	
by adding at the end of clause 8.11 after the words "the then outstanding Repayment Instalments" the words "unless otherwise permitted by the Agent (acting with the authorisation of the Majority Lenders);";







 



	
(d)

	
by adding at the end of clause 8.14 after the words "pursuant to Clause 8.1" the words "unless otherwise agreed by the Agent (acting with the authorisation of the Majority Lenders).";







 



	
(e)

	
by adding a new clause 8.16 thereof as follows:







 


"8.16 Prepayment out of Excess Earnings. If in any Excess Earnings Period the Agent determines (on the basis of a written calculation provided by the Borrower within 15 Business Days after the end of the relevant Excess Earnings Period each an "Excess Cash Calculation Date" in a form acceptable to the Agent duly certified as to its correctness by the


 




  





5











  






chief financial officer and a director of the Borrower) that the aggregate of the daily Earnings of the Ships for such Excess Earnings Period exceeds the aggregate of:


 



	
  

	
(a)

	
the aggregate expenditure necessarily incurred during such Excess Earnings Period by each Owner and the Borrower in operating, insuring, maintaining, repairing and generally trading the Ships (including, but not limited to, any expenses in respect of dry-docking, special survey and general and administrative expenses paid in respect of each Ship during that Excess Earnings Period); and







 



	
  

	
(b)

	
the aggregate amount of principal (where applicable) in respect of, and interest on, and any swap payment relative to, each of the Loan and the Junior Loan payable pursuant to each of this Agreement, the Junior Loan Agreement, the Master Agreements and the Junior Master Agreements during such Excess Earnings Period.";







 


then the Borrower shall ensure there is transferred within 15 Business Days of each Excess Cash Calculation Date to an Excess Earnings Account the amount (the "Excess Earnings") equal to such excess (and the Borrower hereby irrevocably and unconditionally authorises the Agent to make such transfers), which Excess Earnings shall remain blocked thereon until 28 February 2015 when the Excess Earnings (and all other previous or subsequent Excess Earnings) shall be applied towards partial prepayment of the Loan and the Junior Loan in accordance with Clause 8.11 (in addition to the Repayment Instalment falling due on the same date) and the Borrower hereby irrevocably and unconditionally authorises the Agent to make such application;


 



	
(g)

	
by deleting clause 12.4(a) thereof in its entirety and replacing the same with the following:







 



	
  

	
"(a)

	
the Market Adjusted Equity Ratio shall not be less than:







 



	
  

	
(i)

	
during the New Waiver Period, 0.25:1; and







 



	
  

	
(ii)

	
in each subsequent Financial Year, 0.40:1;";







 



	
(h)

	
by deleting clause 12.4(b) thereof in its entirety and substituting the same with the following:







 



	
  

	
"(b)

	
the Interest Coverage Ratio shall not be less than:







 



	
  

	
(i)

	
during the New Waiver Period, 1.5:1; and







 



	
  

	
(ii)

	
at all other times, 3:1;";







 



	
(i)

	
by deleting clause 12.4(d) thereof in its entirety and replacing the same with the following:







 



	
  

	
"(d)

	
subject to Clause 12.10, there is available to the Borrower and all the other members of the Group in immediately freely available and unencumbered bank or cash balances an aggregate amount of:







 



	
  

	
(i)

	
during the New Waiver Period, not less than $60,000,000; and







 



	
  

	
(ii)

	
at all other times, not less than $100,000,000 and in the case where there is no compliance with the provisions of Clause 12.10, $110,000,000";







 



	
(j)

	
by adding the words "New" before the word "Waiver Period" in the first line of clause 12.10 thereof;







 



	
(k)

	
by replacing the definitions of "Additional Security Period" and "Required Shares" in clause 15.10 thereof in their entirety and replacing them with the following new definitions:







 




  





6











  






"Additional Security Period" means the period commencing on 1 April 2012 and ending on 22 November 2013 (inclusive);


 


"Additional Required Shares" means the number of issued and outstanding shares of Common Stock in Ocean Rig (including all other or additional stock or other securities or property paid or distributed in respect of the Required Shares by way of stock-split, spin-off, split-up, reclassification, combination of shares or similar arrangements) in the legal and beneficial ownership of the Borrower which are required to be pledged in favour of the Security Trustee in order to cover 150 per cent. of the Shortfall (as determined pursuant to Clause 15.11);


 



	
(l)

	
by adding new clauses 15.11, 15.12 and 15.13 thereof as follows:







 


"15.11 Determination. On:


 



	
  

	
(a)

	
the date falling within 15 Business Days from the date of Commitment Letter, the Agent shall calculate the Asset Cover Ratio (without taking into account at the time of determination the net realisable value of any additional security provided under Clause 15.1 of this Agreement whereas the amount of Prepayment shall be deducted from the Loan) in order to determine whether any Shortfall arises. If there is a Shortfall, the Borrower shall ensure that the Additional Required Shares are pledged in favour of the Security Trustee (on such terms and conditions as the Lenders may approve or require); and







 



	
  

	
(b)

	
each Compliance Date, the Agent shall determine the value of any shares in Ocean Rig over which the Security Trustee maintains a Security Interest by reference to the trading value of such shares in the Approved Stock Exchange by calculating the average VWAP of the Common Stock during the 15 Trading Days preceding the date of the Agent's determination.







 


15.12 Compliance. The Agent shall determine as at each Compliance Date the then applicable Asset Cover Ratio for the purpose of monitoring whether this results in the compliance by the Borrower with the requirements of Clause 15. The Borrower shall be liable to reimburse the Agent, without prejudice to its obligations under this Clause 15, in respect of all legal and other expenses incurred by any Creditor Party for the purposes of this Clause 15.12. The Agent shall notify the Borrower and the Lenders of the result of such determination within 10 Business Days of each Compliance Date.


 


If, on the final Compliance Date, the Agent determines that, subject to Clause 15.13, a Security Interest needs to be maintained over the Additional Required Shares (if any) after the last date of the New Waiver Period to ensure compliance with the requirements of Clause 15.1, the Additional Required Shares (or the relevant number thereof) shall remain subject to a Security Interest in favour of the Security Trustee until such time as the Borrower is in compliance with Clause 15.1 without taking account of any of the Additional Required Shares.


 


15.13 Release of security. If, on the final Compliance Date, the Agent determines pursuant to Clause 15.11 that the Borrower is in compliance with the Asset Cover Ratio without taking into account the additional security given pursuant to Clause 15.11 and receives:


 



	
  

	
(a)

	
notice from the Borrower requesting to be released from his obligations under the pledge in connection with the Additional Required Shares within 10 Business Days from such notice; and







 



	
  

	
(b)

	
evidence satisfactory to the Agent that the Asset Cover Ratio is maintained on the final Compliance Date without taking into account the additional security given pursuant to Clause 15.11,







 




  





7











  






the Agent shall, subject to being indemnified to its satisfaction against any costs and expenses arising out of such release, proceed with the total or, as the case may be, partial release (the "Release") of the Borrower to the extent that the Asset Cover Ratio is, in the reasonable opinion of the Agent (acting with the authorisation of the Majority Lenders), maintained following such Release Provided that no Event of Default or Potential Event of Default is in existence or will result from the Release."


 



	
(c)

	
by construing references throughout to "this Agreement", "hereunder" and other like expressions as if the same referred to the Loan Agreement as amended and supplemented by this Agreement.







 



	
5.2

	
Amendments to Finance Documents







 


With effect on and from the Effective Date each of the Finance Documents other than the Loan Agreement shall be, and shall be deemed by this Agreement to have been, amended as follows:


 



	
(a)

	
the definition of, and references throughout each of the Finance Documents to, the Loan Agreement and any of the other Finance Documents shall be construed as if the same referred to the Loan Agreement and those Finance Documents as amended and supplemented by this Agreement; and







 



	
(b)

	
by construing references throughout each of the Finance Documents to "this Agreement", "this Deed", "hereunder and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this Agreement.







 



	
5.3

	
Finance Documents to remain in full force and effect







 


The Finance Documents shall remain in full force and effect as amended and supplemented by:


 



	
(a)

	
the amendments to the Finance Documents contained or referred to in Clauses 5.1 and 5.2; and







 



	
(b)

	
such further or consequential modifications as may be necessary to give full effect to the terms of this Agreement.







 



	
6

	
FURTHER ASSURANCES







 



	
6.1

	
Borrower's and each Security Party's obligation to execute further documents etc.







 


The Borrower and each Security Party shall:


 



	
(a)

	
execute and deliver to the Security Trustee (or as it may direct) any assignment, mortgage, power of attorney, proxy or other document, governed by the law of England or such other country as the Security Trustee may, in any particular case, specify;







 



	
(b)

	
effect any registration or notarisation, give any notice or take any other step, 


 


which the Agent may, by notice to the Borrower, specify for any of the purposes described in Clause 6.2 or for any similar or related purpose.







 



	
6.2

	
Purposes of further assurances







 


Those purposes are:


 


 




  





8











  












	
(a)

	
validity and effectively to create any Security Interest or right of any kind which the Security Trustee intended should be created by or pursuant to the Loan Agreement or any other Finance Document, each as amended and supplemented by this Agreement, and







 



	
(b)

	
implementing the terms and provisions of this Agreement.







 



	
6.3

	
Terms of further assurances







 


The Security Trustee may specify the terms of any document to be executed by the Borrower or any Security Party under Clause 6.1, and those terms may include any covenants, powers and provisions which the Security Trustee considers appropriate to protect its interests.


 



	
6.4

	
Obligation to comply with notice







 


The Borrower or any Security Party shall comply with a notice under Clause 6.1 by the date specified in the notice.


 



	
7

	
FEES AND EXPENSES







 



	
7.1

	
Fee







 


On the date of the Prepayment, the Borrower shall pay to the Agent certain fees set out in a fee letter addressed to the Agent from the Borrower and dated the same date as this Agreement.


 



	
7.2

	
Expenses







 


The provisions of clause 20 (fees and expenses) of the Loan Agreement shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.


 



	
8

	
COMMUNICATIONS







 



	
8.1

	
General







 


The provisions of clause 28 (notices) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.


 



	
9

	
SUPPLEMENTAL







 



	
9.1

	
Counterparts







 


This Agreement may be executed in any number of counterparts.


 



	
9.2

	
Third Party rights







 


A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.


 



	
10

	
LAW AND JURISDICTION







 



	
10.1

	
Governing law







 


This Agreement, including any non-contractual obligations arising out of or in connection with this Agreement, shall be governed by and construed in accordance with English law.


 




  





9











  












	
10.2

	
Incorporation of the Loan Agreement provisions







 


The provisions of clause 30 (law and jurisdiction) of the Loan Agreement, as amended and supplemented by this Agreement, shall apply to this Agreement as if they were expressly incorporated in this Agreement with any necessary modifications.


 


THIS AGREEMENT has been duly executed as a Deed on the date stated at the beginning of this Agreement.


 


 




  





10











  






 


SCHEDULE 1







PART A







LENDERS








	
Lender


 

	
Lending Office


	
HSH Nordbank AG

	
Gerhart-Hauptmann-Platz 50


D-20095 Hamburg


Germany


 


	
Bank of Scotland Plc

	
New Uberior House


11 Earl Grey Street


Edinburgh EH3 9BN


Scotland


 


	
Santander Asset Finance plc (formely Alliance &


Leicester Commercial Finance plc)

	
2 Triton Square


Regents Place


London


NW1 3AN


 


	
UniCredit Bank AG (formerly known as Bayerische Hypo-


and Vereinsbank AG)

	
Neuer Wall 64


20354 Hamburg


Germany


 


	
Commerzbank Aktiengesellschaft

	
Domstr. 18


20095 Hamburg


Germany


 


	
Natixis

	
68/76 Qual de la Rapée


75012 Paris


France


 


	
Sumitomo Mitsui Banking Corporation, Brussels Branch

	
Neo Building


Rue Montoyer 51


Box 6


1000 Brusels


Belgium


 


	
Commerzbank Aktiengesellschaft

	
Domstraβe 18,


20095 Hamburg,


Germany







 


 




 




  





11











  







	
PART B


 


SWAP BANKS


 


	
HSH Nordbank AG

	
Martensdamm 6


D-24103 Kiel


Germany


 


	
Bank of Scotland plc (formerly known as HBOS


Treasury Services Plc)

	
New Uberior House


11 Earl Grey Street


Edinburgh EH3 9BN


Scotland



















  





12











  






 







SCHEDULE 2


 


LIST OF SHIPS


 



	
Number

	
Name of vessel

	
Deadweight

	
Year Built


	  	  	  	  
	
1

	
Manasota

	
171,061

	
2004


	
2

	
Alameda

	
170,662

	
2001


	
3

	
Mendocino

	
76,623

	
2002


	
4

	
Coronado

	
75,706

	
2000


	
5

	
Sonoma

	
74,786

	
2001


	
6

	
Catalina

	
74,432

	
2005


	
7

	
Redondo

	
74,716

	
2000


	
8

	
Ocean Crystal

	
73,688

	
1999


	
9

	
Maganari

	
75,941

	
2001


	
10

	
Ligari

	
75,583

	
2004


	
11

	
Capitoia

	
74,832

	
2001


	
12

	
Bargara

	
74,814

	
2002


	
13

	
Ecola

	
73,931

	
2001


	
14

	
Levanto

	
73,925

	
2001


	
15

	
Majorca

	
74,477

	
2005


	
16

	
Marbella

	
72,451

	
2000


	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  
	  	  	  	  





 


 




  





13











  






 


EXECUTION PAGES













	
THE BORROWERS

	  	  
	  	  	  
	  	  	  
	
SIGNED by GEOFFROY GUNET

	
)

	  
	
for and on behalf of

	
)

	
/s/ Geoffroy Gunet 

 




	
DRYSHIPS INC.

	
)

	  
	  	  	  
















	
Witness to all the


above signatures

	  	  
	  	  	  
	  	  	  
	
Name:

	
EUGENIA TH. VOULIKA


Attorney-at-law

	
)

	  
	
Address:

	
52, Ag. Konstantinou Street,


15124 Marousi


Athens, Greece


Tel.: +30210 6140580


Fax: =30210 6140267

	
)

	
/s/ Eugenia Th. Voulika 

 




	  	
)

	  
	  	  	  
















	
AGENT

	  	  
	  	  	  
	  	  	  
	
SIGNED by VASSILIKI GEORGOPOULOS

	
)

	  
	
for and on behalf of

	
)

	
/s/ Vassiliki Georgopoulos 

 


 




	
HSH NORDBANK AG

	
)

	  
	  	  	  
















	
SECURITY TRUSTEE

	  	  
	  	  	  
	  	  	  
	
SIGNED by VASSILIKI GEORGOPOULOS

	
)

	  
	
for and on behalf of

	
)

	
/s/ Vassiliki Georgopoulos 

 




	
HSH NORDBANK AG

	
)

	  
	  	  	  
















	
Witness to all the


above signatures

	  	  
	  	  	  
	  	  	  
	
Name:

	
ALEXANDER RENNIE

	
)

	  
	
Address:

	
WATSON, FARLEY & WILLIAMS


348 SYNGROU AVENUE


KALLITHEA 176-74


Athens, Greece

	
)

	
/s/ Alexander Rennie 

 




	  	
)

	  
	  	  	  

















  





14











  











COUNTERSIGNED this day 18th of November 2013 for and on behalf of the below companies each of which, by its execution hereof, confirms and acknowledges that it has read and understood the terms and conditions of this supplemental letter, that it agrees in all respects to the same and that the Finance Documents to which it is a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrower under the Loan Agreement and the Master Agreements.


 



	  	  	  
	
/s/ Geoffroy Gunet

	  	

/s/ Geoffroy Gunet


	
for and on behalf of


WEALTH MANAGEMENT INC.


 

	  	
for and on behalf of


REA OWNING COMPANY


LIMITED


 


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


MALVINA SHIPPING COMPANY


 

	  	
for and on behalf of


NT LLC INVESTORS LTD.


LIMITED


 


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


ARLETA NAVIGATION COMPANY


LIMITED


 

	  	
for and on behalf of


SAMSARA SHIPPING COMPANY


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


PHOEBE OWNING COMPANY


LIMITED


 

	  	
for and on behalf of


BORSARI SHIPPING COMPANY


LIMITED












 




 




  





15











  







	  	  	  
	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


ONIL SHIPPING COMPANY


LIMITED


 

	  	
for and on behalf of


FABIANA NAVIGATION COMPANY


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


CELINE SHIPPING COMPANY


LIMITED


 

	  	
for and on behalf of


KARMEN SHIPPING COMPANY


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


THELMA SHIPPING COMPANY


LIMITED


 

	  	
for and on behalf of


ARGO OWNING COMPANY


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


KRONOS OWNING COMPANY


LIMITED


 

	  	
for and on behalf of


TETHYS OWNING COMPANY


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


SELENE OWNING COMPANY


LIMITED


 

	  	
for and on behalf of


TROJAN MARITIME CO.


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


DIONE OWNING COMPANY


LIMITED


 

	  	
for and on behalf of


URANUS OWNING COMPANY


LIMITED


	


/s/ Geoffroy Gunet



	  	


/s/ Geoffroy Gunet




	
for and on behalf of


TEMPO MARINE CO.


 

	  	
for and on behalf of


STAR RECORD OWNING COMPANY


LIMITED


	  	  	  










 




  





16