Waiver Letter, dated February 24, 2010 to a loan agreement



 Exhibit 4.23 

 

 

  

	To:	Iason Owing Company Limited 

 Trust Company Complex 
 Ajeltake Road 
 Ajeltake Island 
 Majuro 
 Marshall Islands MH96960 
 and 
 DryShips Inc. 
 Trust Company Complex 
 Ajeltake Road 
 Ajeltake Island 
 Majuro 
 Marshall Islands MH96960 
 24th February 2010 
 Dear Sirs 
 US$47,000,000 loan facility to Iason Owing Company Limited 
 We refer to the facility
agreement dated 16 November 2007 in connection with the above facility (the “Facility Agreement”). Words and expressions defined therein shall, unless the context otherwise requires or unless otherwise defined herein, have the
same meanings when used in this letter. 
 Following our discussions and subject to documentation satisfactory in all respects to ourselves, we
confirm that the Bank is prepared to agree to the following arrangements in connection with the Facility Agreement and the Security Documents: 
  

	1	 to waive the application of clause 5.3 of the Corporate Guarantee for a period of commencing on the date of this letter and ending on 1st January 2011 (the “Waiver Period”);



  

	2	to waive the application of clause 8.3.1 of the Facility Agreement (in relation to financial covenants) for the Waiver Period; 

  

	3	to waive the application of clause 7.1.10 of the Facility Agreement in respect solely of the representation and warranty concerning the ultimate beneficial ownership of
no less than 25% of the total issued voting share capital of the Corporate Guarantor, and, consequently, to waive the application of paragraph (b) of clause 10.1.28 of the Facility Agreement, in either case, until the final Repayment Date (the
“Maturity Date”); 

  

	4	to waive the application of clause 4.1.10 of the Corporate Guarantee in respect solely of the representation and warranty concerning the ultimate beneficial ownership
of no less than 25% of the total issued voting share capital of the Corporate Guarantor until the Maturity Date; and 

  

	5	to increase the Margin to three per cent (3.0%) per annum at all times during the period commencing on the date of this letter until the Bank notifies the Borrower
that it has determined in its absolute and unfettered discretion that the international financial and credit markets have improved. 

 This letter and any non contractual obligations in connection with this letter shall be governed by, and construed in accordance with, English law. 
 The terms of this letter shall not take effect unless and until the Bank is provided with full documentation (including without limitation, a supplemental agreement to the Facility Agreement and any
security documents required thereunder) on terms and conditions acceptable to the Bank in all respect and in form acceptable to the Bank in its sole discretion. 
  
 ATH-#2747395-v1 
 K.A. 8331/03.08 








 

 

  

	
	 /s/ Lambros Theodorou

	Signed by: Lambros Theodorou
	for and on behalf of
	EFG EUROBANK ERGASIAS S.A.
	
	 /s/ Marina Tzoutzouraki

	 Signed by: Marina Tzoutzouraki
 for and on behalf of

	EFG EUROBANK ERGASIAS S.A.
	
	We agree to the above.
	
	 /s/ Illegible

	Signed by:
	for and on behalf of
	IASON OWNING COMPANY LIMITED
	
	Dated:
	
	Acknowledged by:
	
	 /s/ Illegible

	for and on behalf of
	DRYSHIPS INC.
	Dated:

 ATH-#2747395-v1 
 K.A. 8331/03.08 
  

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